EX-10.1






REVOLVING LOAN AGREEMENT

between




COLUMBIA EQUITY, LP, a Virginia limited partnership




as Borrower,




HOLUALOA/CARR CAPITAL SHERWOOD, LLC, a Virginia limited liability company,

CARR CAPITAL GREENBRIAR, LLC, a Virginia limited liability company,

FAIR OAKS CORPORATE CENTER, LLC, a Virginia limited liability company, and

CARR GATEWAY IV, LLC, a Virginia limited liability company

collectively as Owner,




WELLS FARGO BANK, NATIONAL ASSOCIATION,




together with those assignees




becoming parties hereto pursuant




to Section 12.13, as Lenders,




and




WELLS FARGO BANK, NATIONAL ASSOCIATION,




as Administrative Agent




Entered into as of November 28, 2005




1




WFB LOAN NO. 102195

TABLE OF CONTENTS




Page




	 	 	 	 	 	 	 	 	 
	ARTICLE 1. DEFINITIONS
	 	 	 	 	 	 	1	 
	1.1
	 	DEFINED TERMS.
	 	 	1	 
	1.2
	 	SCHEDULES AND EXHIBITS INCORPORATED.
	 	 	15	 
	ARTICLE 2. LOAN
	 	 	 	 	 	 	15	 
	2.1
	 	LOAN.
	 	 	15	 
	2.2
	 	LOAN FEES.
	 	 	16	 
	2.3
	 	LOAN DOCUMENTS.
	 	 	16	 
	2.4
	 	INCREASE IN COMMITMENT.
	 	 	16	 
	2.5
	 	SWINGLINE LOANS.
	 	 	17	 
	2.6
	 	MATURITY DATE.
	 	 	18	 
	2.7
	 	INTEREST ON THE LOAN.
	 	 	19	 
	2.8
	 	PAYMENTS.
	 	 	23	 
	2.9
	 	FULL REPAYMENT AND RECONVEYANCE.
	 	 	23	 
	2.10
	 	LENDERS’ ACCOUNTING.
	 	 	23	 
	2.11
	 	LETTERS OF CREDIT.
	 	 	24	 






2.12 CONDITIONS PRECEDENT TO APPROVAL OF A REAL ESTATE ASSET AS AN APPROVED ASSET. 27



	 	 	 	 	 	 	 	 	 	 	 	 	 
	2.13
	 	DETERMINATION OF LOAN AVAILABILITY
	 	 	 	 	 	 	29	 
	2.14
	 	PARTIAL RELEASE OF PROPERTY.
	 	 	 	 	 	 	30	 
	ARTICLE 3. DISBURSEMENT
	 	 	 	 	 	 	 	 	 	 	30	 
	3.1
	 	CONDITIONS PRECEDENT TO ADVANCES.
	 	 	 	 	 	 	30	 
	3.2
	 	DISBURSEMENT AUTHORIZATION..
	 	 	 	 	 	 	31	 
	3.3
	 	BORROWER’S FUNDS ACCOUNT, PLEDGE AND ASSIGNMENT.
	 	 	 	 	 	 	31	 
	3.4
	 	LOAN DISBURSEMENTS.
	 	 	 	 	 	 	31	 
	3.5
	 	FUNDS TRANSFER DISBURSEMENTS.
	 	 	31	 	 	 	 	 
	ARTICLE 4. CERTAIN COVENANTS REGARDING THE PROPERTY
	 	 	32	 	 	 	 	 
	4.1
	 	LIENS.
	 	 	 	 	 	 	32	 
	4.2
	 	ASSESSMENTS AND COMMUNITY FACILITIES DISTRICTS.
	 	 	 	 	 	 	32	 
	4.3
	 	INSPECTIONS.
	 	 	 	 	 	 	32	 
	ARTICLE 5. INSURANCE
	 	 	 	 	 	 	 	 	 	 	32	 
	5.1
	 	TITLE INSURANCE.
	 	 	 	 	 	 	33	 
	5.2
	 	PROPERTY INSURANCE.
	 	 	 	 	 	 	33	 
	5.3
	 	FLOOD HAZARD INSURANCE.
	 	 	 	 	 	 	33	 
	5.4
	 	LIABILITY INSURANCE.
	 	 	 	 	 	 	33	 
	5.5
	 	OTHER COVERAGE.
	 	 	 	 	 	 	33	 
	5.6
	 	GENERAL.
	 	 	 	 	 	 	33	 
	ARTICLE 6. REPRESENTATIONS AND WARRANTIES
	 	 	 	 	 	 	34	 
	6.1
	 	AUTHORITY/ENFORCEABILITY.
	 	 	 	 	 	 	34	 
	6.2
	 	BINDING OBLIGATIONS.
	 	 	 	 	 	 	34	 
	6.3
	 	FORMATION AND ORGANIZATIONAL DOCUMENTS.
	 	 	 	 	 	 	34	 
	6.4
	 	NO VIOLATION.
	 	 	 	 	 	 	34	 
	6.5
	 	COMPLIANCE WITH LAWS.
	 	 	 	 	 	 	34	 
	6.6
	 	LITIGATION.
	 	 	 	 	 	 	34	 
	6.7
	 	FINANCIAL CONDITION.
	 	 	 	 	 	 	34	 
	6.8
	 	NO MATERIAL ADVERSE CHANGE.
	 	 	 	 	 	 	34	 
	6.9
	 	ACCURACY.
	 	 	 	 	 	 	35	 






6.10 TAX LIABILITY. 35



	 	 	 	 	 	 	 	 	 	 	 	 	 
	6.11
	 	TITLE TO ASSETS; NO LIENS.
	 	 	 	 	 	 	35	 
	6.12
	 	MANAGEMENT AGREEMENTS.
	 	 	 	 	 	 	35	 
	6.13
	 	STATE OF FORMATION.
	 	 	 	 	 	 	35	 
	6.14
	 	STRUCTURE OF BORROWER, OWNER AND GUARANTOR.
	 	 	 	 	 	 	35	 
	6.15
	 	REIT STATUS.
	 	 	 	 	 	 	35	 
	6.16
	 	UTILITIES.
	 	 	 	 	 	 	35	 
	6.17
	 	COMPLIANCE.
	 	 	 	 	 	 	35	 
	6.18
	 	AMERICANS WITH DISABILITIES ACT COMPLIANCE
	 	 	 	 	 	 	35	 
	6.19
	 	BUSINESS LOAN
	 	 	 	 	 	 	35	 
	6.20
	 	TAX SHELTER REGULATIONS.
	 	 	35	 	 	 	 	 
	ARTICLE 7. HAZARDOUS MATERIALS
	 	 	 	 	 	 	 	 	 	 	36	 
	7.1
	 	SPECIAL REPRESENTATIONS AND WARRANTIES.
	 	 	 	 	 	 	36	 
	7.2
	 	HAZARDOUS MATERIALS COVENANTS.
	 	 	 	 	 	 	36	 
	7.3
	 	INSPECTION BY ADMINISTRATIVE AGENT.
	 	 	 	 	 	 	37	 
	7.4
	 	HAZARDOUS MATERIALS INDEMNITY.
	 	 	 	 	 	 	37	 
	ARTICLE 8. COVENANTS OF BORROWER AND OWNER
	 	 	 	 	 	 	 	 	 	 	37	 
	8.1
	 	EXPENSES.
	 	 	 	 	 	 	37	 
	8.2
	 	ERISA COMPLIANCE.
	 	 	 	 	 	 	37	 
	8.3
	 	LEASING.
	 	 	 	 	 	 	38	 
	8.4
	 	APPROVAL OF LEASES.
	 	 	 	 	 	 	38	 
	8.5
	 	SUBDIVISION MAPS.
	 	 	 	 	 	 	38	 
	8.6
	 	OPINION OF LEGAL COUNSEL.
	 	 	 	 	 	 	38	 
	8.7
	 	FURTHER ASSURANCES.
	 	 	 	 	 	 	38	 
	8.8
	 	ASSIGNMENT.
	 	 	 	 	 	 	38	 
	8.9
	 	MANAGEMENT OF PROPERTY.
	 	 	 	 	 	 	39	 
	8.10
	 	REQUIREMENTS OF LAW.
	 	 	 	 	 	 	39	 
	8.11
	 	SPECIAL COVENANTS; SINGLE PURPOSE ENTITY.
	 	 	 	 	 	 	39	 
	8.12
	 	LIMITATIONS ON DISTRIBUTIONS, ETC.
	 	 	 	 	 	 	39	 
	8.13
	 	COMPLIANCE WITH AND AMENDMENT OF CHARTER OR BYLAWS.
	 	 	 	 	 	 	39	 
	8.14
	 	SECURITY DEPOSITS AND DRAWS UNDER TENANT LETTER OF CREDIT.
	 	 	 	 	 	 	39	 
	8.15
	 	MAINTAIN REIT STATUS.
	 	 	 	 	 	 	40	 
	8.16
	 	SUBSIDIARIES..
	 	 	 	 	 	 	40	 
	8.17
	 	PERMITTED INVESTMENTS.
	 	 	 	 	 	 	41	 
	8.18
	 	FINANCIAL COVENANTS.
	 	 	 	 	 	 	41	 
	8.19
	 	MAINTENANCE OF OWNERSHIPSTRUCTURE.
	 	 	 	 	 	 	42	 
	ARTICLE 9. REPORTING COVENANTS
	 	 	 	 	 	 	 	 	 	 	42	 
	9.1
	 	FINANCIAL INFORMATION.
	 	 	 	 	 	 	42	 
	9.2
	 	BOOKS AND RECORDS.
	 	 	 	 	 	 	42	 
	9.3
	 	[INTENTIONALLY OMITTED.]	 	 	 	 	 	 	42	 
	9.4
	 	LEASING REPORTS.
	 	 	 	 	 	 	42	 
	9.5
	 	CASH FLOW PROJECTIONS.
	 	 	 	 	 	 	42	 
	9.6
	 	KNOWLEDGE OF DEFAULT; ETC.
	 	 	 	 	 	 	42	 
	9.7
	 	LITIGATION, ARBITRATION OR GOVERNMENT INVESTIGATION.
	 	 	 	 	 	 	43	 
	9.8
	 	ENVIRONMENTAL NOTICES.
	 	 	 	 	 	 	43	 
	9.9
	 	CERTIFICATE OF BORROWER.
	 	 	43	 	 	 	 	 
	9.10
	 	COVENANT COMPLIANCE CERTIFICATE.
	 	 	 	 	 	 	43	 
	ARTICLE 10. DEFAULTS AND REMEDIES
	 	 	 	 	 	 	 	 	 	 	43	 
	10.1
	 	DEFAULT.
	 	 	 	 	 	 	43	 
	10.2
	 	ACCELERATION UPON DEFAULT; REMEDIES.
	 	 	45	 	 	 	 	 
	10.3
	 	DISBURSEMENTS TO THIRD PARTIES.
	 	 	46	 	 	 	 	 
	10.4
	 	ADMINISTRATIVE AGENT’S OPERATION OF THE PROPERTY.
	 	 	46	 	 	 	 	 
	10.5
	 	REPAYMENT OF FUNDS ADVANCED.
	 	 	 	 	 	 	46	 
	10.6
	 	RIGHTS CUMULATIVE, NO WAIVER.
	 	 	 	 	 	 	46	 
	ARTICLE 11. THE ADMINISTRATIVE AGENT; INTERCREDITOR PROVISIONS
	 	 	 	 	 	 	46	 
	11.1
	 	APPOINTMENT AND AUTHORIZATION.
	 	 	 	 	 	 	46	 
	11.2
	 	WELLS FARGO AS LENDER.
	 	 	 	 	 	 	47	 
	11.3
	 	LOAN DISBURSEMENTS.
	 	 	 	 	 	 	47	 
	11.4
	 	DISTRIBUTION AND APPORTIONMENT OF PAYMENTS; DEFAULTING LENDERS.
	 	 	 	 	 	 	48	 
	11.5
	 	PRO RATA TREATMENT.
	 	 	 	 	 	 	49	 
	11.6
	 	SHARING OF PAYMENTS, ETC.
	 	 	 	 	 	 	49	 
	11.7
	 	COLLATERAL MATTERS; PROTECTIVE ADVANCES.
	 	 	 	 	 	 	50	 
	11.8
	 	POST-FORECLOSURE PLANS.
	 	 	51	 	 	 	 	 
	11.9
	 	APPROVALS OF LENDERS.
	 	 	 	 	 	 	51	 
	11.10
	 	NOTICE OF DEFAULTS.
	 	 	 	 	 	 	52	 
	11.11
	 	ADMINISTRATIVE AGENT’S RELIANCE, ETC.
	 	 	 	 	 	 	52	 
	11.12
	 	INDEMNIFICATION OF ADMINISTRATIVE AGENT.
	 	 	 	 	 	 	52	 
	11.13
	 	LENDER CREDIT DECISION, ETC.
	 	 	 	 	 	 	53	 
	11.14
	 	SUCCESSOR ADMINISTRATIVE AGENT.
	 	 	 	 	 	 	54	 
	ARTICLE 12. MISCELLANEOUS PROVISIONS
	 	 	 	 	 	 	 	 	 	 	54	 
	12.1
	 	INDEMNITY.
	 	 	 	 	 	 	54	 
	12.2
	 	FORM OF DOCUMENTS.
	 	 	 	 	 	 	54	 
	12.3
	 	NO THIRD PARTIES BENEFITED.
	 	 	 	 	 	 	55	 
	12.4
	 	NOTICES.
	 	 	 	 	 	 	55	 
	12.5
	 	ATTORNEY-IN-FACT.
	 	 	 	 	 	 	55	 
	12.6
	 	ACTIONS.
	 	 	 	 	 	 	55	 
	12.7
	 	RIGHT OF CONTEST.  Borrower and
	 	 	 	 	 	 	55	 
	12.8
	 	RELATIONSHIPOF PARTIES.
	 	 	 	 	 	 	55	 
	12.9
	 	DELAY OUTSIDE LENDER’S CONTROL.
	 	 	 	 	 	 	55	 
	12.10
	 	ATTORNEYS’ FEES AND EXPENSES; ENFORCEMENT.
	 	 	55	 	 	 	 	 
	12.11
	 	IMMEDIATELY AVAILABLE FUNDS.
	 	 	 	 	 	 	56	 
	12.12
	 	AMENDMENTS AND WAIVERS.
	 	 	 	 	 	 	56	 
	12.13
	 	SUCCESSORS AND ASSIGNS.
	 	 	 	 	 	 	57	 
	12.14
	 	CERTAIN ALLOWED DISCLOSURES.
	 	 	 	 	 	 	58	 
	12.15
	 	CAPITAL ADEQUACY.
	 	 	 	 	 	 	59	 
	12.16
	 	INTENTIONALLY OMITTED.
	 	 	 	 	 	 	59	 
	12.17
	 	LENDER’S AGENTS.
	 	 	 	 	 	 	59	 
	12.18
	 	TAX SERVICE.
	 	 	 	 	 	 	59	 
	12.19
	 	WAIVER OF RIGHT TO TRIAL BY JURY.
	 	 	 	 	 	 	59	 
	12.20
	 	SEVERABILITY.
	 	 	 	 	 	 	60	 
	12.21
	 	TIME.
	 	 	 	 	 	 	60	 
	12.22
	 	HEADINGS.
	 	 	 	 	 	 	60	 
	12.23
	 	GOVERNING LAW.
	 	 	 	 	 	 	60	 
	12.24
	 	USA PATRIOT ACT NOTICE; COMPLIANCE.
	 	 	 	 	 	 	60	 
	12.25
	 	ELECTRONIC DOCUMENT DELIVERIES.
	 	 	 	 	 	 	60	 
	12.26
	 	INTEGRATION; INTERPRETATION.
	 	 	 	 	 	 	61	 
	12.27
	 	JOINT AND SEVERAL LIABILITY.
	 	 	 	 	 	 	61	 
	12.28
	 	COUNTERPARTS.
	 	 	 	 	 	 	61	 






EXHIBITS AND SCHEDULES



	 	 	 	 	 
	SCHEDULE 1.1 –

SCHEDULE 6.6 –

SCHEDULE 7.1 –

	 	 	 	PRO RATA SHARES

LITIGATION DISCLOSURE

ENVIRONMENTAL REPORTS
	 
	 	 	 	 
	EXHIBIT A -1

EXHIBIT A -2

EXHIBIT A -3

EXHIBIT A -4

EXHIBIT B

EXHIBIT C

EXHIBIT D

EXHIBIT E-1

EXHIBIT E-2

EXHIBIT F

EXHIBIT G

EXHIBIT H

EXHIBIT I

	 	–

–

–

–

–

–

–

–

–

–

–

–

–
	 	DESCRIPTION OF SHERWOOD PROPERTY

DESCRIPTION OF GREENBRIAR PROPERTY

DESCRIPTION OF FAIR OAKS PROPERTY

DESCRIPTION OF LOUDOUN GATEWAY PROPERTY

LOAN DOCUMENTS

DISBURSEMENT PLAN

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

FORM OF REVOLVING NOTE

FORM OF SWINGLINE NOTE

FORM OF FIXED RATE NOTICE

DESIGNATED ACCOUNTS

OWNERSHIP STRUCTURE

COMPLIANCE CERTIFICATE






2




REVOLVING LOAN AGREEMENT




THIS REVOLVING LOAN AGREEMENT (“Agreement”) dated as of November 28, 2005 by and among (i)
COLUMBIA EQUITY, LP, a limited partnership formed under the laws of the Commonwealth of Virginia
(“Borrower”), (ii) HOLUALOA/CARR CAPITAL SHERWOOD, LLC, a limited liability company under the laws
of the Commonwealth of Virginia (“Sherwood Owner”), CARR CAPITAL GREENBRIAR, LLC, a limited
liability company under the laws of the Commonwealth of Virginia (“Greenbriar Owner”), FAIR OAKS
CORPORATE CENTER, LLC, a limited liability company under the laws of the Commonwealth of Virginia
(“Fair Oaks Owner”), and CARR GATEWAY IV, LLC, a limited liability company under the laws of the
Commonwealth of Virginia (“Loudoun Gateway Owner”; Sherwood Owner, Greenbriar Owner, Fair Oaks
Owner and Loudoun Gateway Owner are herein collectively referred to as “Owner”), (iii) each of the
financial institutions initially a signatory hereto together with their assignees under Section
12.13 (“Lenders”), and (iv) WELLS FARGO BANK, NATIONAL ASSOCIATION (“Wells Fargo”) as
contractual representative of the Lenders to the extent and in the manner provided in Article
12 (in such capacity, the “Administrative Agent”).



R E C I T A L S





	 	A.	 	Borrower has requested from Lenders a revolving credit facility for the purpose of paying
predevelopment costs, development costs, acquisitions, working capital, equity investments,
capital expenditures, tenant improvements, leasing commissions, repayment of indebtedness,
scheduled amortization payments of debt and general corporate purposes.






	 	B.	 	Sherwood Owner owns the real property more particularly described in Exhibit A-1
attached hereto, as well as the improvements thereon, together with all appurtenances,
fixtures, and tenant improvements now or hereafter located thereon (the “Sherwood Property”);
Greenbriar Owner owns the real property more particularly described in Exhibit A-2
attached hereto, as well as the improvements thereon, together with all appurtenances,
fixtures, and tenant improvements now or hereafter located thereon (the “Greenbriar
Property”); Fair Oaks Owner owns the real property more particularly described in Exhibit
A-3 attached hereto, as well as the improvements thereon, together with all appurtenances,
fixtures, and tenant improvements now or hereafter located thereon (the “Fair Oaks Property”),
and Loudoun Gateway Owner owns the real property more particularly described in Exhibit
A-4 attached hereto, as well as the improvements thereon, together with all appurtenances,
fixtures, and tenant improvements now or hereafter located thereon (the “Loudoun Gateway
Property”). The Sherwood Property, Greenbriar Property, Fair Oaks Property and Loudoun
Gateway Property are individually and collectively referred to as the “Property”, as the
context may require.






	 	C.	 	Sherwood Owner, Greenbriar Owner, Fair Oaks Owner and Loudoun Gateway Owner are each a
wholly-owned subsidiary of Borrower and have agreed to secure the loan from the Lenders to
Borrower by executing an Owner’s Guaranty of all amounts payable under the loan and granting a
lien on their respective Property.





	 	 	 
	NOW, THEREFORE, Borrower, Owner, Administrative Agent and Lenders agree as follows:

	 
	 	 
	ARTICLE 1.

	 	DEFINITIONS






1.1 DEFINED TERMS. The following capitalized terms generally used in this Agreement shall
have the meanings defined or referenced below. Certain other capitalized terms used only in
specific sections of this Agreement are defined in such sections.



“Acquisition Property” — means any Property owned for a period of twelve (12) months or less.
For all purposes of this Agreement, an Acquisition Property shall not cease to be an Acquisition
Property until the beginning of the first fiscal quarter immediately following the expiration of
such twelve (12) month period.



“ADA” — means the Americans with Disabilities Act, of July 26, 1990, Pub. L. No. 101-336, 104
Stat. 327, 42 U.S.C. § 12101, et. seq., as amended from time to time.



“Adjusted EBITDA” shall mean EBITDA for the preceding two (2) fiscal quarters, annualized, net
of a capital expenditure reserve equal to $0.50 per square foot for Real Estate Assets (other than
Construction in Process).



“Adjusted NOI” — shall mean net operating income of Borrower from Real Estate Assets measured
on a consolidated basis in accordance with GAAP plus Borrower or any of its subsidiaries’ ownership
share of net operating income in unconsolidated affiliates from such affiliates’ real estate
assets, after adjusting for straight-lining of rents, for the most recent two (2) fiscal quarters,
annualized, produced from tenants pursuant to leases in full force and effect on the Calculation
Date, less a deduction for a capital expenditure reserve equal to $0.50 per square foot for
Real Estate Assets (other than Construction in Process and Redevelopment Property) and the greater
of (x) actual management fees or (y) an imputed management fee equal to three percent (3%) of base
rent revenues.



“Administrative Agent” — means Wells Fargo Bank, National Association, or any successor
Administrative Agent appointed pursuant to Section 11.14.



“Affiliate” — means, with respect to any Person, (a) in the case of any such Person which is a
partnership or limited liability company, any partner or member in such partnership or limited
liability company, respectively, (b) any other Person which is directly or indirectly controlled
by, controls or is under common control with such Person or one or more of the Persons referred to
in the preceding clause (a), (c) any other Person who is an officer, director, trustee or employee
of, or partner in, such Person or any Person referred to in the preceding clauses (a) and (b), (d)
any other Person who is a member of the immediate family of such Person or of any Person referred
to in the preceding clauses (a) through (c), and (e) any other Person that is a trust solely for
the benefit of one or more Persons referred to in clause (d) and of which such Person is sole
trustee; provided, however, in no event shall Administrative Agent, any Lender or
any of their respective Affiliates be an Affiliate of Borrower or Owner. For purposes of this
definition, “control” (including with correlative meanings, the terms “controlling”, “controlled
by” and “under common control with”) means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a Person, whether through the
ownership of voting securities or by contract or otherwise. The Affiliates of a Person shall
include any officer or director of such Person



“Agreement” — shall have the meaning given to such term in the preamble hereto.



“Alternate Rate” — is a rate of interest per annum four percent (4%) in excess of the
applicable Effective Rate in effect from time to time.



“Applicable LIBO Rate” is the rate of interest, rounded upward to the nearest whole multiple
of one-one hundredth of one percent (0.01%), equal to the sum of: (a) the
Applicable Margin plus (b) the LIBO Rate, which rate is divided by one (1.00) minus the
Reserve Percentage:



	 	 	 	 	 
	Applicable LIBO Rate = Applicable Margin	 	+	 	LIBO Rate
	
 
	 	 	 	(1 — Reserve Percentage)






“Applicable Margin” — shall initially equal 1.10% and shall be revised in accordance with the
provisions of Section 2.7(j) hereof to the amount set forth below corresponding to the
Leverage Ratio as of the last day of the preceding calendar quarter:



	 	 	 	 	 
	Leverage Ratio	 	Applicable Margin
	Less than 50%
	 	 	1.10	%
	50% to 60%
	 	 	1.20	%
	>60% to 75%
	 	 	1.35	%






“Application for Payment” — shall have the meaning given to such term in Exhibit C
attached hereto.



“Appraisal” – means a written appraisal prepared by an independent MAI appraiser engaged by or
acceptable to Administrative Agent and subject to Administrative Agent’s customary independent
appraisal requirements and prepared in compliance with all applicable regulatory requirements,
including the Financial Institutions Recovery, Reform and Enforcement Act of 1989, as amended from
time to time.



“Approved Asset” — means an Unencumbered Asset (including, without limitation, a Proposed
Acquisition that would constitute an Unencumbered Asset upon the acquisition thereof by Borrower or
an Approved Subsidiary) which (a) has been approved by Administrative Agent (and, if the aggregate
Commitments have been increased pursuant to Section 2.4 hereof and Wells Fargo is not the
sole Lender hereunder, by Requisite Lenders), (b) is leased for office use, (c) meets the Minimum
Lease-Up Requirement, and (d) is not a Redevelopment Asset or Construction in Process. Each
Property constitutes an Approved Asset as of the Effective Date.



“Approved Subsidiary” - means a Subsidiary that (x) is wholly and directly owned and
controlled by Borrower or Guarantor or a combination thereof, (y) has delivered an Owner’s Guaranty
and a deed of trust or mortgage encumbering the Approved Asset(s) owned by said Approved
Subsidiary, and (z) holds fee simple title to one or more Approved Assets.



“Assignee” — shall have the meaning given in Section 12.13(c).



“Assignment and Assumption Agreement” — means an Assignment and Assumption Agreement among a
Lender, an Assignee and the Administrative Agent, substantially in the form of Exhibit D.



“Bankruptcy Code” — means the Bankruptcy Reform Act of 1978 (11 USC § 101-1330) as now or
hereafter amended or recodified.



“Borrower” — shall have the meaning given in the preamble hereto.



“Borrower’s Funds” — means all funds of Borrower and/or Owner deposited with Administrative
Agent, for the benefit of Lenders, pursuant to the terms and conditions of the Loan Documents,
including any escrows or reserves required to be deposited with Administrative Agent pursuant to
Section 5.3 of the Deed of Trust.



“Borrower’s Funds Account” — means the account with Administrative Agent into which all
Borrower’s Funds deposited with Administrative Agent pursuant to this Agreement shall be placed.



“Business Day” — means a day of the week (but not a Saturday, Sunday or holiday) on which the
offices of Administrative Agent in San Francisco, California and the District of Columbia are open
to the public for carrying on substantially all of Administrative Agent’s business functions.
Unless specifically referenced in this Agreement as a Business Day, all references to “days” shall
be to calendar days.



“Calculation Date” — means the first day of each January, April, July and October, the date
upon which Borrower submits a Draw Request, the date upon which Borrower requests that
Administrative Agent issue a Letter of Credit, an Approved Asset Closing Date, the date upon which
a Capital Event occurs, or the date upon which there exists a Default under the Loan, as
applicable.



“Capital Event” — means the occurrence from time to time of an equity or debt offering by
Borrower (which shall specifically exclude stock issued in connection with a dividend reinvestment
plan), a Disqualifying Environmental Event, a material acquisition, disposition, merger or asset
purchase or if a Lien arises against an Approved Asset.



“Cash and Cash Equivalents” — means (i) unrestricted cash, (ii) securities issued or directly
or fully guaranteed or insured by the United States of America or any agency or instrumentality
thereof (provided, that the full faith and credit of the United States of America is
pledged in support thereof); and (iii) unrestricted domestic and LIBOR certificates of deposit and
time deposits, bankers’ acceptances and floating rate certificates of deposit issued by any
commercial bank organized under the laws of the United States, any state thereof, the District of
Columbia, any foreign bank, or its branches or agencies (fully protected against currency
fluctuations), which, at the time of acquisition, are rated A-1 (or better) by S&P or P-1 (or
better) by Moody’s (any such bank an “Approved Bank”), maturing within one year from the date of
acquisition, (iv) commercial paper issued by any Approved Bank or by the parent company of any
Approved Bank and commercial paper issued by, or guaranteed by, any industrial or financial company
with a short-term commercial paper rating of at least A-1 or the equivalent thereof by S&P or at
least P-1 or the equivalent thereof by Moody’s, or guaranteed by any industrial company with a long
term unsecured debt rating of at least A or A2, or the equivalent of each thereof, from S&P or
Moody’s, as the case may be, and in each case maturing within one year after the date of
acquisition, (v) marketable direct obligations issued by the District of Columbia or any state of
the United States of America or any political subdivision of any such state or any public
instrumentality thereof maturing within one year from the date of acquisition thereof and, at the
time of acquisition, having one of the two highest ratings obtainable from either S&P or Moody’s
and (vi) investments in money market funds substantially all the assets of which are comprised of
securities of the any type described in any one or more of clauses (i) through (vi) above, but
without regard to the maturity date of the underlying assets of any such money market fund.



“Collateral” – means the Property and any personal property or other collateral with respect
to which a Lien or security interest was granted to Administrative Agent, for the benefit of
Lenders, pursuant to the Loan Documents.



“Commitment” means, as to each Lender, such Lender’s obligation to make disbursements pursuant
to Section 3.4 and Section 11.3, to participate in Letters of Credit pursuant to
Section 2.11(f), and to participate in Swingline Loans pursuant to Section 2.5(e),
in an amount up to, but not exceeding the amount set forth for such Lender on Schedule 1.1
attached hereto as such Lender’s “Commitment Amount” or as set forth in the applicable Assignment
and Assumption Agreement, as the same may be increased from time to time pursuant to Section
2.4 hereof or changed as appropriate to reflect any assignments to or by such Lender effected
in accordance with Section 12.13 hereof.



“Construction in Process” means any Real Estate Asset owned by Borrower or a Subsidiary which
is raw land, vacant out-parcels, or other property on which construction of material improvements
has commenced and is continuing to be performed (such commencement evidenced by foundation
excavation) without undue delay from permit denial, construction delays or otherwise, but has not
yet been (a) completed (as evidenced by a certificate of occupancy permitting use of such property
by the general public) provided that such Real Estate Asset will no longer be considered
Construction in Process upon the sooner of (a) achievement of seventy percent (70%) occupancy or
(b) twelve (12) months after substantial completion and receipt by the Borrower (or Subsidiary) of
a base building occupancy permit or its equivalent, excluding any Redevelopment Property or
Acquisition Property. Notwithstanding the foregoing, tenant improvements to previously constructed
and/or leased Real Estate Assets shall not be considered Construction in Process.



“Contingent Obligations” means as to any Person (the “guaranteeing person”), without
duplication, (i) the amount of any contingent obligation of such Person required to be shown on
such Person’s balance sheet in accordance with GAAP, and (ii) the amount of any obligation required
to be disclosed in the footnotes to such Person’s financial statements in accordance with GAAP,
which obligation guarantees or in effect guarantees any Indebtedness, leases, dividends or other
obligations (the “primary obligations”) of any other Person (the “primary obligor”) in any manner,
whether directly or indirectly, including, without limitation, any obligation of the guaranteeing
person, whether or not contingent, (a) to purchase any such primary obligation or any property
constituting direct or indirect security therefor, (b) to advance or supply funds (1) for the
purchase or payment of any such primary obligation or (2) to maintain capital or equity capital of
the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (c)
to purchase property, securities or services primarily for the purpose of assuring the owner of any
such primary obligation of the ability of the primary obligor to make payment of such primary
obligation, (d) to reimburse, indemnify or otherwise protect any other person for any advance of
funds, issuance of a letter of credit or undertaking of other obligations by such person for the
benefit of the primary obligor, or (e) otherwise to assure or hold harmless the owner of any such
primary obligation against loss in respect thereof; provided, however, that the
term “Contingent Obligations” shall not include (x) endorsements of instruments for deposit or
collection in the ordinary course of business, or (y) guarantees or indemnification given to a
lender in connection with any non-recourse indebtedness of Borrower, its Subsidiaries or Minority
Holdings, with respect to claims that (A) are based on fraud, intentional misrepresentation,
misapplication of funds, gross negligence or willful misconduct, (B) result from intentional
mismanagement of or waste at the Real Estate Asset securing such non-recourse indebtedness, (C)
arise from the presence of any Hazardous Materials on such Real Estate Asset securing such
non-recourse indebtedness, (D) are the result of any unpaid real estate taxes and assessments
relating to the Real Estate Asset securing such non-recourse indebtedness, (E) arise as a result of
a voluntary bankruptcy filing, or (F) are based on any usual and customary exclusions for
non-recourse limitations governing any non-recourse indebtedness of Borrower, its Subsidiaries and
Minority Holdings, in each case, until such claim is made with respect thereto, and then only to
the extent of the amount of such claim. Notwithstanding anything contained herein to the contrary,
guarantees of completion shall not be deemed to be Contingent Obligations unless and until a claim
for payment has been made thereunder, at which time any such guaranty of completion shall be deemed
to be a Contingent Obligation in an amount equal to any such claim. Subject to the above
provisions, in the case of a joint and several guaranty given by such Person and another Person
(but only to the extent such guaranty is not non-recourse debt, directly or indirectly to the
applicable guarantor), the amount of the guaranty shall be deemed to be 100% thereof;
provided that (i) so long as such other Person holds an Investment Grade Credit Rating, the
amount of such Person’s guaranty to be included in Contingent Obligations shall be reduced by an
amount equal to the Contingent Obligation Amount, or (ii) in the event such other Person does not
hold an Investment Grade Credit Rating, the amount of such Person’s guaranty to be included as
Contingent Obligations may be reduced by an amount based on the creditworthiness of such other
Person, as such amount is approved by the Requisite Lenders.



“Contingent Obligation Amount” — means the sum of (i) the total amount of the obligations
guaranteed pursuant to any joint and several guaranty multiplied by a fraction the numerator of
which is the amount of the guaranteed obligations attributable (pursuant to an agreement among the
guarantors) to the guarantors (other than such guaranteeing person) holding an Investment Grade
Credit Rating and the denominator of which is the total amount of the obligations guaranteed
pursuant to such joint and several guaranty and (ii) the total amount of the obligations guaranteed
multiplied by the product of (a) a fraction the numerator of which is the amount of such
guaranteed obligations attributable (pursuant to an agreement among the guarantors) to the
guarantors (other than such guaranteeing person) not holding an Investment Grade Credit Rating and
the denominator of which is the total amount of the obligations guaranteed pursuant to such joint
and several guaranty times (b) a fraction the numerator of which is the amount of such guaranteed
obligations attributable (pursuant to an agreement among the guarantors) to the guarantors (other
than such guaranteeing person) holding an Investment Grade Credit Rating and the denominator of
which is the amount of such guaranteed obligations attributable (pursuant to an agreement among the
guarantors) to the guarantors (including such guaranteeing person) holding an Investment Grade
Credit Rating.



“Deed of Trust” — means collectively, the Credit Line Deed of Trust with Absolute Assignment
of Leases and Rents, Security Agreement and Fixture Filing of even date herewith executed by Owner,
as Grantor, to the Trustees named therein, in favor of Administrative Agent, for the benefit of
Lenders, as Beneficiary, encumbering the Property as hereafter amended, supplemented, replaced or
modified, and with such other deeds of trust or mortgages granted by Borrower, Guarantor or an
Approved Subsidiary with respect to an Approved Asset to secure the Loan in the future.



“Default” — shall have the meaning given to such term in Section 10.1.



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



“Disqualifying Environmental Event” — means any release or threatened release of Hazardous
Materials, any violation of Hazardous Materials Laws or any other similar environmental event with
respect to a Real Estate Asset which is not cured within sixty (60) days or that would cause, in
Administrative Agent’s determination, such Real Estate Asset to no longer be financeable on a
non-recourse (with customary exceptions) debt basis under the then generally accepted underwriting
standards of national insurance company or pension fund real estate institutional lenders.



“Dollars” and “$” – means the lawful money of the United States of America.



“EBITDA” – means the sum of (i) with respect to any Real Estate Asset for the immediately
preceding two (2) fiscal quarters, an amount, measured on a consolidated basis, equal to (x) total
revenues relating to such property for such period (after adjustment for straight lining of rents),
less (y) total operating expenses relating to such property for such period (it being
understood that the foregoing calculations shall exclude interest, income taxes (but not real
estate taxes), depreciation, amortization and other non-cash charges as determined in accordance
with GAAP, plus (ii) Management Fees. EBITDA shall include the pro rata share of EBITDA of
unconsolidated Affiliates of Borrower and shall be adjusted for non-recurring items, plus
(iii) interest income, minus general and administrative expenses.



“Effective Date” — means the date of this Agreement.



“Effective Rate” — shall have the meaning given in Section 2.6(e).



“Eligible Assignee” — means any Person that is: (a) an existing Lender; (b) a commercial
bank, trust company, savings and loan association, savings bank, insurance company, investment bank
or pension fund organized under the laws of the United States of America, any state thereof or the
District of Columbia, and having total assets in excess of $5,000,000,000; or (c) a commercial bank
organized under the laws of any other country which is a member of the Organization for Economic
Co-operation and Development, or a political subdivision of any such country, and having total
assets in excess of $10,000,000,000, provided that such bank is acting through a branch or agency
located in the United States of America. If such entity is not currently a Lender, such entity’s
(or in the case of a bank which is a subsidiary, such bank’s parent’s) senior unsecured long term
indebtedness must be rated BBB or higher by S&P, Baa2 or higher by Moody’s or the equivalent or
higher of either such rating by another rating agency acceptable to the Administrative Agent.



“ERISA” — means the Employee Retirement Income Security Act of 1974, as in effect from time to
time.



“Extension Option” — shall have the meaning ascribed thereto in Section 2.6(b) hereof.



"Extended Maturity Date” — means November 28, 2008.



“FFO” — means net income, measured for the prior four (4) fiscal quarters as determined in
accordance with GAAP, excluding gains (or losses) from debt restructuring, sales of property and
foreign currency exchange rate changes (whether or not associated with a foreign currency contract)
and non-cash expenses related to stock compensation, plus depreciation and amortization, and after
adjustments for unconsolidated partnerships and joint ventures (which will be calculated to reflect
funds from operations on the same basis).



“Federal Funds Rate” – means, for any period, a fluctuating interest rate per annum equal for
each day during such period to the weighted average of the rates on overnight Federal Funds
transactions with members of the Federal Reserve System arranged by Federal Funds brokers, as
published for such day (or, if such day is not a Business Day, for the next preceding Business Day)
by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is
a Business Day, the average of the quotations for such day on such transactions received by
Administrative Agent from three Federal Funds brokers of recognized standing selected by
Administrative Agent.



“Fixed Charges” — means, for the immediately preceding consecutive two (2) fiscal quarters,
annualized, the sum of (a) Interest Expense and (b) the aggregate of all scheduled principal
payments on Total Indebtedness according to GAAP made or required to be made during such fiscal
period for the Borrower, measured on a consolidated basis, and Minority Holdings (but excluding
balloon payments of principal due upon the stated maturity of an Indebtedness), and (c) the
aggregate of all dividends payable on the preferred stock of Borrower not owned by the Guarantor or
any of its Affiliates.



“Fixed Rate” is the Applicable LIBO Rate as accepted by Borrower as an Effective Rate for a
particular Fixed Rate Period and Fixed Rate Portion.



“Fixed Rate Commencement Date” — means the date upon which the Fixed Rate Period commences.



“Fixed Rate Notice” is a written notice in the form shown on Exhibit F hereto which
requests a Fixed Rate for a particular Fixed Rate Period and Fixed Rate Portion.



“Fixed Rate Period” is the period or periods of (a) one (1), two (2), three (3) or six (6)
months; or (b) any other shorter period which ends at the Maturity Date, which periods are selected
by Borrower and confirmed in a Fixed Rate Notice; provided that no Fixed Rate Period shall extend
beyond the Maturity Date.



“Fixed Rate Portion” is the portion or portions of the principal balance of the Loan which
Borrower selects to have subject to a Fixed Rate, each of which is an amount: (a) equal to the
unpaid principal balance of the Loan not subject to a Fixed Rate; and (b) is not less than One
Million Dollars ($1,000,000.00) and is an even multiple of One Hundred Thousand Dollars
($100,000.00).



“Fixed Rate Price Adjustment”  — shall have the meaning set forth in Section 2.7(h).



“Fixed Rate Taxes”  — are, collectively, all withholdings, interest equalization taxes, stamp
taxes or other taxes (except income and franchise taxes) imposed by any domestic or foreign
governmental authority and related in any manner to a Fixed Rate.



“Funding Date” – shall have the meaning given to such term in Exhibit C attached
hereto.



“GAAP” — means generally accepted accounting principles, consistently applied.



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




“Gross Asset Value” will be defined as the sum of the following, without duplication:




	 	i)	 	Operating Property Value, plus






	 	ii)	 	Cash and Cash Equivalents,






	 	iii)	 	the aggregate sums expended on the construction of Construction
In Process, including land acquisition costs; provided that for purposes of
making any calculation under this Agreement, the amount attributable to
Construction in Process held by Minority Holdings that are not consolidated
with Borrower in accordance with GAAP will be equal to (without duplication)
the sum of (a) the Borrower’s contributed equity, (b) the Borrower’s pro rata
share of debt from items that are not consolidated in accordance with GAAP, (c)
the Borrower’s Contingent Obligations related to items that are not
consolidated in accordance with GAAP (to the extent not redundant with clause
(b) above), plus (d) any non-Affiliated co-venturer’s equity in such
items that are not so consolidated to the extent that such co-venturer’s share
of debt was included in the calculation of the Borrower’s Total Indebtedness,






	 	iv)	 	the aggregate sums expended on the construction of
Redevelopment Property, including land acquisition costs; provided that for
purposes of making any calculation under this Agreement, the amount
attributable to Redevelopment Property held by Minority Holdings that are not
consolidated with Borrower in accordance with GAAP will be equal to (without
duplication) the sum of (a) the Borrower’s contributed equity, (b) the
Borrower’s pro rata share of debt from items that are not consolidated in
accordance with GAAP, (c) the Borrower’s Contingent Obligations related to
items that are not consolidated in accordance with GAAP (to the extent not
redundant with clause (b) above), plus (d) any non-Affiliated
co-venturer’s equity in such items that are not so consolidated to the extent
that such co-venturer’s share of debt was included in the calculation of the
Borrower’s Total Indebtedness,






	 	v)	 	the cost or unimproved land holdings.






	 	vi)	 	mortgages and loans secured by partnership or similar interests
in real estate single purpose entities, provided, however, that any such loans
shall be limited to ten percent (10%) for purposes of calculating Gross Asset
Value,






	 	vii)	 	Management Fee income divided by twenty percent (20%), and






	 	viii)	 	the contractual purchase price of properties subject to
purchase obligations, repurchase obligations, and forward commitments to the
extent such obligations are accounted for under Total Liabilities.





For purposes of this definition, unconsolidated joint venture and Minority Holdings are
measured at the greater of Borrower or Guarantor’s economic interest in such entity or the
percentage of Indebtedness guarantied by Borrower or Guarantor relating to such entity.



“Guarantor” — means Columbia Equity Trust, Inc., and any other person or entity who, or which,
in any manner, is or becomes obligated to Lenders under any guaranty now or hereafter executed in
connection with respect to the Loan (collectively or severally as the context thereof may suggest
or require).



“Hazardous Materials” — shall have the meaning given to such term in Section 7.1(a).



“Hazardous Materials Claims” — shall have the meaning given to such term in Section
7.1(c).



“Hazardous Materials Laws” — shall have the meaning given to such term in Section
7.1(b).



“Indebtedness” means, as applied to any Person at any time without duplication, (a) all
indebtedness, obligations or other liabilities of such Person (whether consolidated or representing
the proportionate interest in any other Person) (i) for borrowed money (including construction
loans) or evidenced by debt securities, debentures, acceptances, notes or other similar
instruments, and any accrued interest, fees and charges relating thereto, (ii) under profit payment
agreements that are not contingent or in respect of obligations to redeem, repurchase or exchange
any securities of such Person or agreements to pay dividends in respect of any stock (excluding any
ordinary declaration of a dividend or exchange of securities for replacement securities), (iii)
with respect to letters of credit or bankers’ acceptances issued for such Person’s account, (iv) to
pay the deferred purchase price of acquired property or rendered services, except accounts payable
and accrued expenses arising in the ordinary course of business, (v) in respect of capital leases
or “synthetic leases”, or (vi) which are Contingent Obligations; (b) all indebtedness, obligations
or other liabilities of such Person or others secured by a Lien on any property of such Person,
whether or not such indebtedness, obligations or liabilities are assumed by such Person; (c) all
indebtedness, obligations or other liabilities of such Person in respect of interest rate
contracts, foreign exchange contracts and derivatives contracts, net of liabilities owed to such
Person by the counterparties thereon; (d) all preferred stock subject (upon the occurrence of any
contingency or otherwise) to mandatory redemption; and (e) all Contingent Obligations with respect
to any of the foregoing.



“Initial Maturity Date” — shall mean November 28, 2007.



“Interest Expense” —  includes (without redundancy), for the previous two (2) fiscal quarters,
annualized, all accrued, paid or capitalized interest cost of the Borrower (excluding capitalized
interest funded from an interest reserve) plus the Borrower’s pro rata ownership share of interest
expense in unconsolidated Affiliates, plus 100% of any accrued, paid or capitalized interest
incurred (without redundancy) on any obligation for which the Borrower is wholly or partially
liable under repayment, interest carry, or performance guarantees, or other relevant liabilities.



“Investment Grade Credit Rating” means (i) with respect to Moody’s a rating of Baa3 or higher
and (ii) with respect to S&P, a rating of BBB- or higher, in each instance as to a Person’s senior
unsecured debt.



“L/C Commitment Amount” has the meaning given to that term in Section 2.11(a) of this
Agreement.



“Lender” — means each financial institution from time to time party hereto as a “Lender”,
together with its respective successors and permitted assigns, and, as the context requires,
includes the Swingline Lender. With respect to matters requiring the consent or approval of all
Lenders at any given time, all then existing Defaulting Lenders will be disregarded and excluded,
and, for voting purposes only, “all Lenders” shall be deemed to mean “all Lenders other than
Defaulting Lenders”.



"Letter of Credit” has the meaning set forth in Section 2.11(a) of this Agreement.



"Letter of Credit Documents” means, with respect to any Letter of Credit, collectively, any
application or agreement therefor, any promissory note, any certificate or other document presented
in connection with a drawing under such Letter of Credit and any other agreement, instrument or
other document governing or providing for (a) the rights and obligations of the parties concerned
or at risk with respect to such Letter of Credit or (b) any collateral security for any of such
obligations.



"Letter of Credit Liabilities” shall mean, without duplication, at any time and in respect of
any Letter of Credit, the sum of (a) the Stated Amount of such Letter of Credit plus (b) the
aggregate unpaid principal amount of all Reimbursement Obligations of the Borrower at such time due
and payable in respect of all drawings made under such Letter of Credit. For purposes of this
Agreement, a Lender (other than the Lender then acting as Administrative Agent) shall be deemed to
hold a Letter of Credit Liability in an amount equal to its participation interest in the related
Letter of Credit under Section 2.11(f) of this Agreement, and the Lender then acting as
Administrative Agent shall be deemed to hold a Letter of Credit Liability in an amount equal to its
retained interest in the related Letter of Credit after giving effect to the acquisition by the
Lenders (other than Administrative Agent) of their participation interests under such Section.



“Leverage Ratio” — means Total Liabilities divided by Gross Asset Value as of the Business Day
preceding any Calculation Date.



“LIBO Rate” — is the rate of interest, rounded upward to the nearest whole multiple of
one-sixteenth of one percent (.0625%), quoted by Administrative Agent from time to time as the
London Inter-Bank Offered Rate for deposits in U.S. Dollars at approximately 9:00 a.m. California
time, two (2) Business Days prior to a Fixed Rate Commencement Date or a Price Adjustment Date, as
appropriate, for purposes of calculating effective rates of interest for loans or obligations
making reference thereto for an amount approximately equal to a Fixed Rate Portion and for a period
of time approximately equal to a Fixed Rate Period or the time remaining in a Fixed Rate Period
after a Price Adjustment Date, as appropriate.



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



“Loan” — means the principal sum that Lenders agree to lend on a revolving basis and Borrower
agrees to borrow pursuant to the terms and conditions of this Agreement: SEVENTY-FIVE MILLION AND
NO/100THS DOLLARS ($75,000,000.00), as same may be increased pursuant to Section 2.4
hereof.



“Loan Availability” — means that portion of the Commitment determined by Administrative Agent
to be available to be advanced as more particularly described in Section 2.13 hereof.



“Loan Documents” — means those documents, as hereafter amended, supplemented, replaced or
modified, properly executed and in recordable form, if necessary, listed in Exhibit B as
Loan Documents.



“Loan Party” – means Borrower, Owner, Guarantor, and any other person or entity obligated
under the Loan Documents.



“Management Fees” — means for a specified period, all amounts recorded by Borrower, or its pro
rata share received through Minority Holdings (which are not consolidated in accordance with GAAP,
as property management fees or asset management fees.



“Maturity Date” — means the Initial Maturity Date, as same may be extended to the Extended
Maturity Date, in accordance with the provisions of this Agreement.



“Minimum Lease Up Requirement” The requirement that (a) any Real Estate Asset that on any
date of determination has been improved with a building or buildings with not less than seventy
percent (70%) leasing to third party tenants on the last day of the fiscal quarter most recently
ended (other than the Greenbriar Property which shall initially be deemed to satisfy such
requirement and constitute an Approved Asset, notwithstanding the fact that as of the Effective
Date, such Property does not satisfy the Minimum Lease Up Requirement) and (b) all Approved Assets
(including such Real Estate Asset which is proposed by Borrower to become an Approved Asset) taken
in the aggregate on the date of determination are not less than eighty percent (80%) leased on the
last day of such fiscal quarter; provided, however, in the event that the leasing rate with respect
to any Approved Asset previously meeting (or deemed to have met) the Minimum Lease Up Requirement
falls below seventy percent (70%) or the aggregate leasing of all Approved Assets falls below
eighty percent (80%), Borrower shall have a period of nine (9) months thereafter to re-lease such
asset(s) in order to satisfy the Minimum Lease Up Requirement before such Real Estate Asset shall
no longer be deemed an Approved Asset. If, at any time thereafter, such Real Estate Asset again
meets the Minimum Lease-Up Requirement as well as all other requirements set forth in Section
2.12 hereof, it shall, as of the date it meets such requirement, again be deemed an Approved
Asset. For purposes of this definition, a tenant shall be deemed to have leased space even if the
tenant is not in occupancy provided that the subject lease is in full force and effect and it is
current with its rent payments, or its subtenant(s) is in possession of the leased premises and
such subtenant is paying stipulated rent, if any.



“Minimum Tangible Net Worth” — means the Borrower’s consolidated tangible net worth, measured
on a consolidated basis in accordance with GAAP.



“Minority Holdings” — means partnerships, joint ventures, corporations, limited liability
companies or other business associations held or owned directly or indirectly by the Borrower which
are not directly or indirectly wholly-owned by the Borrower.



“Moody’s” — means Moody’s Investor Services, Inc.



“Net Equity Proceeds” — shall mean the proceeds of a sale after the date hereof of an equity
interest in the Borrower or the Guarantor (including those attributable to a dividend reinvestment
program), net of usual and customary closing costs and expenses.



“Non-Pro Rata Advance” – shall mean a Protective Advance or a disbursement under the Loan with
respect to which fewer than all Lenders have funded their respective Pro Rata Shares in breach of
their obligations under this Agreement.



“Non-Stabilized Property” — means a Real Estate Asset which is less than eighty percent (80%)
leased at any time during the preceding two consecutive quarters and which is not unimproved land,
an Acquisition Property, Construction in Process or a Redevelopment Property.



“Note” or “Notes” – means the Revolving Note(s) and/or the Swingline Note, collectively in the
original principal amount of the Loan, executed by Borrower and payable to the order of a Lender,
together with such other replacement notes as may be issued from time to time pursuant to
Section 12.13, as hereafter amended, supplemented, replaced or modified.




“Operating Property Value” will be defined as the sum of the following, without
duplication:




	 	i)	 	the aggregate Adjusted NOI for the most recent two quarters,
annualized (excluding Adjusted NOI for Acquisition Properties, Non-Stabilized
Properties, Construction in Process and Redevelopment Properties and assets
sold during the previous two (2) quarters) and divided by 8.0%, plus






	 	ii)	 	the acquisition cost of Acquisition Properties, plus (ii) the
transaction costs associated with the acquisition thereof, plus (iii) without
duplication, the aggregate sum expended on construction of improvements after
the initial acquisition, including the costs of any subsequent land
acquisitions relating to such Acquisition Property, plus






	 	iii)	 	for each Non-Stabilized Property, the undepreciated cost of
such Real Estate Asset.





"Option to Extend” — means Borrower’s option, subject to the terms and conditions of
Section 2.6(b), to extend the term of the Loan from the Initial Maturity Date to the
Extended Maturity Date.



“Owner” — shall mean Sherwood Owner, Greenbriar Owner, Fair Oaks Owner and Loudoun Gateway
Owner, together with any other Approved Subsidiary or other Affiliate of Borrower owning an
Approved Asset hereunder in the future.



“Owner’s Guaranty” — shall mean that certain Repayment Guaranty executed by the Owners, as
amended and supplemented in the future, together with all Joinders thereto executed by new Owners
in the future.



“Participant” — shall have the meaning given to such term in Section 12.13.



“Permanent Loan Estimate” shall mean for any period of determination, a determination by
Administrative Agent of a hypothetical principal amount of indebtedness which Borrower could incur
assuming (i) payments of annual debt service equal to Adjusted NOI measured with respect to the
Approved Assets divided by 1.20, and (ii) a debt constant equal to the greater of (a) one and
one-half percent (1.50%) in excess of the then-current annual yield on ten-year United States
Treasury obligations issued most recently prior to such date and a thirty (30) year principal
amortization schedule and (b) eight percent (8.0%) and no required principal amortization. In no
event shall Adjusted NOI from any individual Property comprise more than forty percent (40%) of
Adjusted NOI for all of the Properties.



“Permit” – means any permit, approval, authorization, license, variance or permission required
from a Governmental Authority under an applicable Requirement of Law.



“Permitted Lease” – shall have the meaning given to such term in Section 8.4.



“Permitted Liens” – means:




	 	(a)	 	Liens (other than environmental Liens and any Lien imposed under ERISA) for
taxes, assessments or charges of any Governmental Authority for claims not yet due;






	 	(b)	 	any laws, ordinances or regulations affecting the Real Estate Asset;






	 	(c)	 	Liens imposed by laws, such as mechanics’ liens and other similar liens,
arising in the ordinary course of business which secure payment of obligations not more
than thirty (30) days past due;






	 	(d)	 	All matters shown on the Title Policy as exceptions to Lender’s coverage
thereunder; and






	 	(e)	 	Liens in favor of Administrative Agent, for the benefit of Lenders, under the
Deed of Trust.





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



“Potential Default” – means an event, circumstance or condition which, with the giving of
notice or the lapse of time, or both, would constitute a Default.



“Price Adjustment Date”  — shall have the meaning set forth in Section 2.7(h).



“Prime Rate” — means a base rate of interest which Administrative Agent establishes from time
to time and which serves as the basis upon which the effective rates of interest are calculated for
those loans making reference thereto. Any change in an effective rate due to a change in the Prime
Rate shall become effective on the day each such change is announced by Administrative Agent at its
principal office in San Francisco, California.



“Property” — shall have the meaning given to such term in Recital B, as may be
modified in accordance with the provisions of Section 2.12.



“Proposed Acquisition” — means a real estate asset that would constitute an Unencumbered Asset
at the time of its acquisition.



“Pro Rata Share”- means, as to each Lender, the ratio, expressed as a percentage, of (a) the
amount of such Lender’s Commitment to (b) the aggregate amount of the Commitments of all Lenders
hereunder; provided, however, that if at the time of determination the Commitments
have terminated or been reduced to zero, the “Pro Rata Share” of each Lender shall be the Pro Rata
Share of such Lender in effect immediately prior to such termination or reduction.



“Protective Advance” — shall mean any advances made by Administrative Agent in accordance with
the provisions of Section 11.7(e) to protect the Collateral securing the Loan.



“Real Estate Assets” — means the fixed and tangible real estate properties consisting of land,
buildings and/or other improvements owned in fee simple or as a leasehold estate by the Borrower,
Guarantor or by a Subsidiary of Borrower or Guarantor at the relevant time of reference thereto.



“Redevelopment Property” means any Real Estate Asset (other than Construction in Process or an
Acquisition Property) that is being redeveloped if more than forty percent (40%) of the square
footage of the improvements on such Real Estate Asset is undergoing renovation or the expected cost
of redevelopment improvements exceeds 25% of the Operating Property Value attributable to such Real
Estate Asset immediately prior to such redevelopment. A Redevelopment Property shall cease to be a
Redevelopment Property at the beginning of the fiscal quarter immediately following the earliest to
occur of (i) twelve (12) months from the date of substantial completion (as evidenced by receipt by
Borrower (or Subsidiary) of a certificate of occupancy or other regulatory approval, if any,
permitting use of such Real Estate Asset by the general public), (ii) such Real Estate Asset
achieving an 80% occupancy rate (determined on the basis of square footage after redevelopment of
improvements leased to tenants paying rent) and (iii) the Borrower notifying the Administrative
Agent of its election to no longer treat such Real Estate Asset as a Redevelopment Property.



“Regulatory Costs” — are, collectively, future, supplemental, emergency or other changes in
Reserve Percentages, assessment rates imposed by the Federal Deposit Insurance Corporation, or
similar requirements or costs imposed by any domestic or foreign governmental authority and related
in any manner to a Fixed Rate.



"Reimbursement Obligation” means the absolute, unconditional and irrevocable obligation of the
Borrower to reimburse Administrative Agent for any drawing honored by the Administrative Agent
under a Letter of Credit.



“Requirements of Law” – mean, as to any entity, the charter and by-laws, partnership agreement
or other organizational or governing documents of such entity, and any law, rule or regulation,
Permit, or determination of an arbitrator or a court or other Governmental Authority, in each case
applicable to or binding upon such entity or any of its property or to which such entity or any of
its property is subject, including without limitation, applicable securities laws and any
certificate of occupancy, zoning ordinance, building, environmental or land use requirement or
Permit or occupational safety or health law, rule or regulation.



“Requisite Lenders” — means, as of any date, Lenders (which must include the Lender then
acting as Administrative Agent) having at least 66-2/3% of the aggregate amount of the Commitments,
or, if the Commitments have been terminated or reduced to zero, Lenders holding at least 66-2/3% of
the principal amount outstanding under the Loan, provided that (a) in determining such percentage
at any given time, all then existing Defaulting Lenders will be disregarded and excluded and the
Pro Rata Shares of the Loan of Lenders shall be redetermined, for voting purposes only, to exclude
the Pro Rata Shares of the Loan of such Defaulting Lenders, and (b) at all times when two or more
Lenders are party to this Agreement, the term “Requisite Lenders” shall in no event mean less than
two Lenders.



“Reserve Percentage” — is at any time the percentage announced by Administrative Agent as the
reserve percentage under Regulation D for loans and obligations making reference to an Applicable
LIBO Rate for a Fixed Rate Period or time remaining in a Fixed Rate Period on a Price Adjustment
Date, as appropriate. The Reserve Percentage shall be based on Regulation D or other regulations
from time to time in effect concerning reserves for Eurocurrency Liabilities as defined in
Regulation D from related institutions as though Administrative Agent were in a net borrowing
position, as promulgated by the Board of Governors of the Federal Reserve System, or its successor.



“Revolving Note” means a promissory note of the Borrower substantially in the form of
Exhibit E-1, payable to the order of a Lender in a principal amount equal to the amount of
such Lender’s Commitment as originally in effect and otherwise duly completed.



"Stated Amount” means the amount available to be drawn by a beneficiary under a Letter of
Credit from time to time, as such amount may be increased or reduced from time to time in
accordance with the terms of such Letter of Credit.



“Subdivision Map” — shall have the meaning given to such term in Section 8.5.



“Subsidiary” — means for any entity, any corporation, partnership or other entity of which at
least a majority of the securities or other ownership interests having by the terms thereof
ordinary voting power to elect a majority of the board of directors or other persons performing
similar functions of such corporation, partnership or other entity (without regard to the
occurrence of any contingency) which is at the time directly or indirectly owned or controlled by
such entity or one or more subsidiaries of such entity or by such entity and one or more
subsidiaries of such entity.



“Subsidiary Guaranty” — shall have the meaning ascribed thereto in Section 8.16
hereof.



“Swingline Commitment” — means the Swingline Lender’s obligation to make Swingline Loans to
Borrower pursuant to Section 2.5 hereof in an amount up to, but not exceeding the amount
set forth in Section 2.5(a) hereof, as such amount may be reduced from time to time in
accordance with the terms hereof.



“Swingline Lender” means Wells Fargo Bank, National Association, together with its respective
successors and assigns.



“Swingline Loan” means a loan made by the Swingline Lender to the Borrower pursuant to
Section 2.5 hereof.



“Swingline Note” means a promissory note of the Borrower substantially in the form of
Exhibit E-2, payable to the order of the Swingline Lender in a principal amount equal to
the amount of the Swingline Commitment as originally in effect and otherwise duly completed.



“Swingline Termination Date” means the date which is seven (7) Business Days prior to the
Maturity Date.



“Tenant Letter of Credit” – means any letter of credit provided to Owner, as landlord, by a
tenant under a Permitted Lease as security for, or payment of, any tenant obligations under such
Permitted Lease.



“Title Policy” — means Lender’s Policy of Title Insurance as issued by Commonwealth Land Title
Insurance Company or such other title insurance company mutually acceptable to Borrower and
Administrative Agent.



“Total Budgeted Costs” — shall include all soft and hard costs to complete Construction in
Process on a Real Estate Asset, including but not limited to, land, an interest reserve during
construction, an operating deficit reserve, tenant improvements, leasing costs, and infrastructure
costs. The development budget shall also include the fully budgeted costs of Construction in
Process acquired, or to be acquired, pursuant to purchase agreements or Real Estate Assets being
developed by third parties under a loan that the Borrower or the Guarantor or their subsidiaries
have guaranteed or otherwise have liability.



“Total Indebtedness” means, for any period, the sum (without duplication) of (i) the amount of
Indebtedness of the Borrower on a consolidated basis set forth or required to be set forth on the
then most recent quarterly financial statements of the Borrower (without duplication), (ii) the
outstanding amount of Indebtedness of Minority Holdings pro rata allocable to the Borrower as of
the date of the financial statements described in clause (i), and (iii) without duplication, the
Contingent Obligations of the Borrower on a consolidated basis and, to the extent allocable to
Borrower in accordance with GAAP, of the Minority Holdings as of the date of the financial
statements described in clause (i); provided, however, that in no event shall Total
Indebtedness include (1) for purposes of avoiding double counting relating to the same underlying
obligations, Indebtedness with respect to the letters of credit issued to support guaranties of
interest or interest and principal, (2) operating income guaranties or other performance guaranty
or completion guaranty obligations, or (3) Contingent Obligations relating to the obligations of
any Investment Grade Credit Rating co-venturer.



“Total Liabilities” shall include all GAAP liabilities of Borrower on a consolidated basis
(without duplication), including Total Indebtedness, letters of credit, purchase obligations,
repurchase obligations, forward commitments (including, but not limited to, forward equity
commitments and commitments to purchase properties that are subject to specific performance
contracts), unsecured debt, capitalized lease obligations (including ground leases to the extent
required under GAAP to be reported as a liability), guarantees of indebtedness, subordinated debt,
and unfunded obligations. Total Liabilities will include (without redundancy): (a) 100% of the
recourse liability of the Borrower and its subsidiaries under (i) guarantees of indebtedness or
(ii) loans where the Borrower is liable for debt as a general partner or otherwise and (b) the
Borrower or any of its subsidiaries’ ownership share of non-recourse debt in unconsolidated
affiliates or debt that is not recourse to the Borrower and its other subsidiaries. Total
Liabilities will exclude deferred credit for below market leases. For purposes of this definition,
unconsolidated joint venture and Minority Holdings are measured at the greater of Borrower’s
economic interest in such entity or the percentage of indebtedness guarantied by Borrower or
Guarantor relating to such entity.



“Unencumbered Asset”  — means any Real Estate Asset that on any date of determination: (a) is
not subject to any material Liens (including any such Lien imposed by the organizational documents
of the owner of such asset), (b) is not the subject of any matter that materially adversely affects
the value of such Real Estate Asset, (c) is not the subject of a Disqualifying Environmental Event,
(d) has been improved with a building or buildings which (1) have been issued a certificate of
occupancy (where available) or is otherwise lawfully occupied for its intended use, and (2) are
fully operational, and (e) is wholly-owned in fee simple by the Borrower, Guarantor or a
Subsidiary of Borrower or Guarantor.



“Variable Rate” — on any day means a floating rate of interest per annum equal to the
higher of (a) the Prime Rate then in effect or (b) the Federal Funds Rate
then in effect as announced by the Federal Reserve Bank of New York plus one-half percent (0.5%).



“Wells Fargo” — shall have the meaning given to such term in the preamble hereto.



1.2 SCHEDULES AND EXHIBITS INCORPORATED. Schedules 1.1, 6.6 and
7.1, and Exhibits A-1 through A-4, B, C, D,
E-1 and E-2, F, G, H and I all attached hereto, are
hereby incorporated into this Agreement.



ARTICLE 2. LOAN




2.1 LOAN. By and subject to the terms of this Agreement, Lenders agree to lend to
Borrower, and Borrower agrees to borrow from Lenders, the principal sum of SEVENTY-FIVE MILLION AND
NO/100THS DOLLARS ($75,000,000.00), said sum to be evidenced by the Notes. Subject to the terms
and conditions set forth in this Agreement, each Lender severally and not jointly agrees to make
Loans to the Borrower during the period from and including the Effective Date to but excluding the
Maturity Date, in an aggregate principal amount at any one time outstanding up to, but not
exceeding, such Lender’s Commitment. Notwithstanding anything to the contrary contained herein,
the total amount outstanding hereunder shall never exceed the Loan Availability. Within the
foregoing limits and subject to the other terms of this Agreement, the Borrower may borrow, repay
and reborrow amounts hereunder. The Notes shall be secured, in part, by the Deed of Trust
encumbering certain real property and improvements as legally defined therein. Amounts disbursed
to or on behalf of Borrower pursuant to the Notes shall be used for such purposes and uses as may
be permitted under this Agreement and the other Loan Documents.



2.2 LOAN FEES.



(a) Unused Fee. During the period from the Effective Date to but excluding the
Maturity Date, the Borrower agrees to pay to the Administrative Agent for the account of the
Lenders an unused facility fee equal to (x) the sum of the daily amount by which the aggregate
amount of the Commitments exceeds the aggregate outstanding principal balance of the Loan and
Letter of Credit Liabilities multiplied by (y) the rate per annum equal to fifteen one hundredths
of one percent (0.15%). Such fees shall be computed on a daily basis and payable quarterly in
arrears, commencing January 1, 2006, on the first day of each April, July, October and January
thereafter during the term of this Agreement and on the Maturity Date.



(b) Extension Fee. If, pursuant to Section 2.6, the Borrower exercises its
right to extend the Initial Maturity Date, the Borrower agrees to pay to the Administrative Agent
for the account of each Lender an extension fee equal to twenty one hundredths of one percent
(0.20%) of the amount of such Lender’s Commitment at the time of such extension. Such fee shall
be paid to the Administrative Agent prior to, and as a condition to, such extension.



(c) Administrative Agent’s Fees. The Borrower agrees to pay to the Administrative
Agent such fees for services rendered by the Administrative Agent and the Commitment Fee as shall
be separately agreed upon in the Fee Letter.



(d) Letter of Credit Fees. While each Letter of Credit is outstanding, the Borrower
agrees to pay to the Administrative Agent for account of each Lender and the Administrative Agent a
letter of credit fee at a rate per annum equal to the greater of (i) the Applicable Margin
multiplied by the Stated Amount of each Letter of Credit, or (ii) $1,000. Such fee shall be
payable quarterly in advance in an amount equal to 1/4 of the annual fee payable on the first day
of each calendar quarter such Letter of Credit is outstanding, prorated for partial quarters. The
fee provided for in the immediately preceding sentence shall be nonrefundable. In addition, if at
any time Wells Fargo is not the sole Lender, the Borrower shall also pay to Administrative Agent a
fronting fee for each Letter of Credit issued by the Administrative Agent upon the Borrower’s
request in the amount equal to one-eighth of one percent (0.125%) multiplied by the Stated Amount
of such Letter of Credit, payable in full at the time of the issuance of such Letter of Credit.



(e) Approved Property Closing Fee. In connection with each Approved Property Closing,
Borrower shall pay a review fee of $2,500.00 to Administrative Agent.



2.3 LOAN DOCUMENTS. Borrower, Owner and Guarantor shall execute and deliver to
Administrative Agent (or cause to be executed and delivered) concurrently with this Agreement each
of the documents, properly executed and in recordable form, as applicable, described in Exhibit
B as Loan Documents.



2.4 INCREASE IN COMMITMENT.



At any time on or before ninety (90) days prior to the Initial Maturity Date, Borrower shall
have the right to increase, and to request the Administrative Agent to arrange the increase of, the
aggregate amount of the Commitments by providing written notice to the Administrative Agent, which
notice shall be irrevocable once given; provided, however, that after giving effect
to any such increases the aggregate amount of the Commitments shall not exceed $100,000,000.00.
Upon such request, and provided no Potential Default or Default shall have occurred and be
continuing or would occur after giving effect to such increase, the Administrative Agent shall use
its best efforts, in consideration of a mutually agreed upon fee, to arrange the requested increase
in the Commitments through the syndication of such increase to existing Lenders or to new Lenders,
as more particularly described herein, so as to become effective within ninety (90) days of the
date of such request. The Administrative Agent shall promptly notify each Lender of any such
request. No Lender shall be obligated in any way whatsoever to increase its Commitment. No
increase of the Commitments may be effected under this Section if either (x) a Potential Default or
a Default shall be in existence on the effective date of such increase or would occur after giving
effect to such increase or (y) any representation or warranty made or deemed made by the Borrower
or any other Loan Party in any Loan Document to which such Loan Party is a party is not (or would
not be) true or correct on the effective date of such increase (the “Commitment Increase Date”).
In connection with any increase in the aggregate amount of the Commitments pursuant to this
Section 2.4 any Lender becoming a party hereto shall execute such documents and agreements
as the Administrative Agent may reasonably request and (b) the Borrower shall make appropriate
arrangements so that each new Lender, and any existing Lender increasing its Commitment, receives a
new or replacement Note, as appropriate, in the amount of such Lender’s Commitment at the time of
the effectiveness of the applicable increase in the aggregate amount of the Commitment.



2.5 SWINGLINE LOANS.



(a) Swingline Loans. Subject to the terms and conditions hereof, including without
limitation Section 2.13 and only if Wells Fargo is not the only Lender under this
Agreement, the Swingline Lender agrees to make Swingline Loans to the Borrower, during the period
from the Effective Date to but excluding the Swingline Termination Date, in an aggregate principal
amount at any one time outstanding up to, but not exceeding, Five Million Dollars ($5,000,000.00)
as such amount may be reduced from time to time in accordance with the terms hereof. If at any
time the aggregate principal amount of the Swingline Loans outstanding at such time exceeds the
Swingline Commitment in effect at such time, the Borrower shall promptly pay the Administrative
Agent for the account of the Swingline Lender the amount of such excess. Subject to the terms and
conditions of this Agreement, the Borrower may borrow, repay and reborrow Swingline Loans
hereunder.



(b) Procedure for Borrowing Swingline Loans. The Borrower shall give the
Administrative Agent and the Swingline Lender notice pursuant to an Application for Payment
delivered no later than 9:00 a.m. San Francisco time on the proposed date of such borrowing. Not
later than 11:00 a.m. San Francisco time on the date of the requested Swingline Loan and subject to
satisfaction of the applicable conditions set forth in Section 3.1 hereof for such
borrowing, the Swingline Lender will make the proceeds of such Swingline Loan available to the
Borrower in Dollars, in immediately available funds.



(c) Interest. Swingline Loans shall bear interest at a per annum rate equal to the
Variable Rate as in effect from time to time or at such other rate or rates as the Borrower and the
Swingline Lender may agree from time to time in writing. All accrued and unpaid interest on
Swingline Loans shall be payable on the dates and in the manner provided in Section 2.7
hereof with respect to interest on Variable Rate Loans (except as the Swingline Lender and the
Borrower may otherwise agree in writing in connection with any particular Swingline Loan).



(d) Swingline Loan Amounts, Etc. Each Swingline Loan shall be in the minimum amount
of One Million Dollars ($1,000,000.00) and integral multiples of One Hundred Thousand Dollars
($100,000.00) in excess thereof, or such other minimum amounts agreed to by the Swingline Lender
and the Borrower. Any voluntary prepayment of a Swingline Loan must be in integral multiples of
One Hundred Thousand Dollars ($100,000.00) or the aggregate principal amount of all outstanding
Swingline Loans (or such other minimum amounts upon which the Swingline Lender and the Borrower may
agree) and in connection with any such prepayment, the Borrower must give the Swingline Lender
prior written notice thereof no later than 10:00 a.m. San Francisco time on the day prior to the
date of such prepayment. The Swingline Loans shall, in addition to this Agreement, be evidenced by
the Swingline Note.



(e) Repayment and Participations of Swingline Loans. The Borrower agrees to repay
each Swingline Loan within one Business Day of demand therefor by the Swingline Lender and, in any
event, within seven (7) Business Days after the date such Swingline Loan was made. Notwithstanding
the foregoing, the Borrower shall repay the entire outstanding principal amount of, and all accrued
but unpaid interest on, the Swingline Loans on the Swingline Termination Date (or such earlier date
as the Swingline Lender and the Borrower may agree in writing). In lieu of demanding repayment of
any outstanding Swingline Loan from the Borrower, the Swingline Lender may, on behalf of the
Borrower (which hereby irrevocably directs the Swingline Lender to act on its behalf), request a
borrowing from the Lenders in an amount equal to the principal balance of such Swingline Loan,
which shall bear interest at the Variable Rate. The amount limitations contained in Section
2.13 shall not apply to any borrowing from the Lenders made pursuant to this subsection. The
Swingline Lender shall give notice to the Administrative Agent of any such borrowing from the
Lenders not later than 9:00 a.m. San Francisco time at least one Business Day prior to the proposed
date of such borrowing. Each Lender will make available to the Administrative Agent at the
Principal Office for the account of the Swingline Lender, in immediately available funds, the
proceeds of such borrowing. The Administrative Agent shall pay the proceeds of such borrowing to
the Swingline Lender, which shall apply such proceeds to repay such Swingline Loan. If the Lenders
are prohibited from making Loans required to be made under this subsection for any reason
whatsoever, including without limitation, the occurrence of any of the Potential Defaults or
Defaults described in Sections 10.1(f) through (h) of this Agreement, each Lender
shall purchase from the Swingline Lender, without recourse or warranty, an undivided interest and
participation to the extent of such Lender’s Pro Rata Share of such Swingline Loan, by directly
purchasing a participation in such Swingline Loan in such amount and paying the proceeds thereof to
the Administrative Agent for the account of the Swingline Lender in Dollars and in immediately
available funds. A Lender’s obligation to purchase such a participation in a Swingline Loan shall
be absolute and unconditional and shall not be affected by any circumstance whatsoever, including
without limitation, (i) any claim of setoff, counterclaim, recoupment, defense or other right which
such Lender or any other Person may have or claim against the Administrative Agent, the Swingline
Lender or any other Person whatsoever, (ii) the occurrence or continuation of a Potential Default
or Default (including without limitation, any of the Potential Defaults or Defaults described in
Sections 10.1(f) through (h) of this Agreement or the termination of any Lender’s
Commitment, (iii) the existence (or alleged existence) of an event or condition which has had or
could have a material adverse effect on any Loan Party, (iv) any breach of any Loan Document by the
Administrative Agent, any Lender, Borrower, Owner or Guarantor or (v) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing. If such amount is
not in fact made available to the Swingline Lender by any Lender, the Swingline Lender shall be
entitled to recover such amount on demand from such Lender, together with accrued interest thereon
for each day from the date of demand thereof, at the Federal Funds Rate. If such Lender does not
pay such amount forthwith upon the Swingline Lender’s demand therefor, and until such time as such
Lender makes the required payment, the Swingline Lender shall be deemed to continue to have
outstanding Swingline Loans in the amount of such unpaid participation obligation for all purposes
of the Loan Documents (other than those provisions requiring the other Lenders to purchase a
participation therein). Further, such Lender shall be deemed to have assigned any and all payments
made of principal and interest on its Loan, and any other amounts due it hereunder, to the
Swingline Lender to fund Swingline Loans in the amount of the participation in Swingline Loans that
such Lender failed to purchase pursuant to this Section until such amount has been purchased (as a
result of such assignment or otherwise).



2.6 MATURITY DATE.



(a) In General. Subject to the provisions of Section 2.5 hereof relating to
Swingline Loans, all sums due and owing under this Agreement and the other Loan Documents shall be
repaid in full on or before the Maturity Date. All payments due to Administrative Agent and
Lenders under this Agreement, whether at the Maturity Date or otherwise, shall be paid in Dollars
in immediately available funds.



(b) Extension Option. Borrower shall have the option to extend the term of the Loan
from the Initial Maturity Date to the Extended Maturity Date (the “Extension Option”) upon
satisfaction of each of the following conditions precedent with respect thereto:




	 	(i)	 	Borrower shall provide Administrative Agent
with written notice of Borrower’s request to exercise the Extension
Option not more than one hundred twenty (120) days but not less than
sixty (60) days prior to the Initial Maturity Date;






	 	(ii)	 	As of the date of Borrower’s delivery of notice
of its request to exercise the Extension Option, and as of the Initial
Maturity Date, all of Borrower, Owner’s and Guarantor’s representations
and warranties in the Loan Documents shall be true and correct in all
material respects and no Default or Potential Default shall have
occurred and be continuing and Borrower, Owner and Guarantor shall so
certify in writing;






	 	(iii)	 	Borrower, Owner and Guarantor shall execute or
cause the execution of all documents reasonably required by
Administrative Agent to exercise the Extension Option and shall deliver
to Administrative Agent, at Borrower’s sole cost and expense, such
title insurance endorsements as are reasonably required by
Administrative Agent;






	 	(iv)	 	On the date of Borrower’s delivery of notice of
request to exercise each Extension Option, Borrower shall pay to
Administrative Agent an extension fee equal to twenty one-hundredths of
one percent (0.20%) of the aggregate Commitment, together with all
reasonable costs and expenses incurred by or on behalf of
Administrative Agent in connection with the extension; and






	 	(v)	 	If so required by Administrative Agent,
Administrative Agent shall have ordered and received, at Borrower’s
expense, an Appraisal of the Property for purposes of re-calculating
Loan Availability pursuant to Section 2.13 hereof.





(c) No Obligation to Extend. Notwithstanding Borrower’s right to extend the Initial
Maturity Date of the Loan as set forth hereinabove, Borrower hereby agrees that Lenders shall have
no commitment or obligation to extend the Initial Maturity Date, unless each of the conditions set
forth in Section 2.6(b) above shall have been satisfied.



2.7 INTEREST ON THE LOAN.



(a) Interest Payments. Interest accrued on the outstanding principal balance of the
Loan shall be due and payable, in the manner provided in this Section 2.7, on the first day
of each month commencing with the first month after the Effective Date.



(b) Default Interest. Notwithstanding the rates of interest specified in Sections
2.7(e) below and the payment dates specified in Section 2.7(a), at Requisite Lenders’
discretion at any time following the occurrence and during the continuance of any Default, the
principal balance of the Loan then outstanding and, to the extent permitted by applicable law, any
interest payments on the Loan not paid when due, shall bear interest payable upon demand at the
Alternate Rate. All other amounts due Administrative Agent or Lenders (whether directly or for
reimbursement) under this Agreement or any of the other Loan Documents if not paid when due, or if
no time period is expressed, if not paid within ten (10) days after demand, shall likewise, at the
option of Requisite Lenders, bear interest from and after demand at the Alternate Rate.



(c) Late Fee. Borrower acknowledges that late payment to Administrative Agent will
cause Administrative Agent and Lenders to incur costs not contemplated by this Agreement. Such
costs include, without limitation, processing and accounting charges. Therefore, if Borrower fails
timely to pay any sum due and payable hereunder through the Maturity Date (other than payment of
the entire outstanding balance of the Loan on the Maturity Date), unless waived by Administrative
Agent, a late charge of four cents ($.04) for each dollar of any such principal payment, interest
or other charge due hereon and which is not paid within fifteen (15) days after such payment is
due, shall be charged by Administrative Agent (for the benefit of Lenders) and paid by Borrower for
the purpose of defraying the expense incident to handling such delinquent payment. Borrower and
Administrative Agent agree that this late charge represents a reasonable sum considering all of the
circumstances existing on the date hereof and represents a fair and reasonable estimate of the
costs that Administrative Agent and Lenders will incur by reason of late payment. Borrower and
Administrative Agent further agree that proof of actual damages would be costly and inconvenient.
Acceptance of any late charge shall not constitute a waiver of the default with respect to the
overdue installment, and shall not prevent Administrative Agent from exercising any of the other
rights available hereunder or any other Loan Document. Such late charge shall be paid without
prejudice to any other rights of Administrative Agent.



(d) Computation of Interest. Interest shall be computed on the basis of the actual
number of days elapsed in the period during which interest or fees accrue and a year of three
hundred sixty (360) days on the principal balance of the Loan outstanding from time to time. In
computing interest on the Loan, the date of the making of a disbursement under the Loan shall be
included and the date of payment shall be excluded. Notwithstanding any provision in this
Section 2.7, interest in respect of the Loan shall not exceed the maximum rate permitted by
applicable law.



(e) Effective Rate. The “Effective Rate” upon which interest shall be calculated for
the Loan shall, from and after the Effective Date of this Agreement, be one or more of the
following:




(i) Provided no Default exists under this Agreement:




(A) for that portion of the principal balance of the Notes which Borrower has
not elected to be a Fixed Rate Portion, the Effective Rate shall be calculated
assuming Borrower has elected a Fixed Rate Period of one (1) month therefor, subject
to the provision in Section 2.7(e)(i)(B) below.




(B) for those portions of the principal balance of the Notes which are Fixed
Rate Portions, the Effective Rate for the Fixed Rate Period thereof shall be the
Fixed Rate selected by Borrower and set in accordance with the provisions hereof,
provided, however, if any of the transactions necessary for the
calculation of interest at any Fixed Rate requested or selected by Borrower should
be or become prohibited or unavailable to Administrative Agent, or, if in
Administrative Agent ‘s good faith judgment, it is not possible or practical for
Administrative Agent to set a Fixed Rate for a Fixed Rate Portion and Fixed Rate
Period as requested or selected by Borrower, the Effective Rate for such Fixed Rate
Portion shall remain at or revert to the Variable Rate.




(ii) During such time as a Default exists under this Agreement; or from and after the
date on which all sums owing under the Notes become due and payable by acceleration or
otherwise; or from and after the date on which the Collateral or any portion thereof or
interest therein, is sold, transferred, mortgaged, assigned, or encumbered, whether
voluntarily or involuntarily, or by operation of law or otherwise, without Administrative
Agent’s prior written consent (whether or not the sums owing under the Notes become due and
payable by acceleration); or from and after the Maturity Date, then at the option of
Requisite Lenders in each case, the interest rate applicable to the then outstanding
principal balance of the Loan shall be the Alternate Rate.



(f) Selection of Fixed Rate. Provided no Default or Potential Default exists under
this Agreement, Borrower, at its option and upon satisfaction of the conditions set forth herein,
may request a Fixed Rate as the Effective Rate for calculating interest on the portion of the
unpaid principal balance and for the period selected in accordance with and subject to the
following procedures and conditions, provided, however, that Borrower may not have
in effect at any one time more than eight (8) Fixed Rates:




(i) Borrower shall deliver to the Disbursement and Operations Center of Administrative
Agent, 2120 East Park Place, Suite 100, El Segundo, California, 90245, with a copy to:
Administrative Agent, 1750 H Street, N.W., Washington, D.C. 20006 Attention: Erin P. Peart
or such other addresses as Administrative Agent shall designate, an original or facsimile
Fixed Rate Notice no later than 9:00 A.M. (California time), and not less than three (3) nor
more than five (5) Business Days prior to the proposed Fixed Rate Period for each Fixed Rate
Portion. Any Fixed Rate Notice pursuant to this subsection (i) is irrevocable.




Administrative Agent is authorized to rely upon the telephonic request and acceptance of
Oliver T. Carr, III, John Schissel or Edward W. Schulze, Jr. as Borrower’s duly authorized
agents, or such additional authorized agents as Borrower shall designate in writing to
Administrative Agent. Borrower’s telephonic notices, requests and acceptances shall be
directed to such officers of Administrative Agent as Administrative Agent may from time to
time designate.




(ii) Borrower may elect (A) to convert Variable Rate advances to a Fixed Rate Portion,
or (B) to convert a matured Fixed Rate Portion into a new Fixed Rate Portion,
provided, however, that the aggregate amount of the advance being converted
into or continued as a Fixed Rate Portion shall comply with the definition thereof as to
Dollar amount. The conversion of a matured Fixed Rate Portion back to a Variable Rate or to
a new Fixed Rate Portion shall occur on the last Business Day of the Fixed Rate Period
relating to such Fixed Rate Portion. Each Fixed Rate Notice shall specify (A) the amount of
the Fixed Rate Portion, (B) the Fixed Rate Period, and (C) the Fixed Rate Commencement Date.




(iii) Upon receipt of a Fixed Rate Notice in the proper form requesting a Fixed Rate
Portion advance under subsections (i) and (ii) above, Administrative Agent shall determine
the Fixed Rate applicable to the Fixed Rate Period for such Fixed Rate Portion two (2)
Business Days prior to the beginning of such Fixed Rate Period. Each determination by
Administrative Agent of the Fixed Rate shall be conclusive and binding upon the parties
hereto in the absence of manifest error. Administrative Agent shall deliver to Borrower and
each Lender (by facsimile) an acknowledgment of receipt and confirmation of the Fixed Rate
Notice; provided, however, that failure to provide such acknowledgment of
receipt and confirmation of the Fixed Rate Notice to Borrower or any Lender shall not affect
the validity of such rate.




(iv) If Borrower does not make a timely election to convert all or a portion of a
matured Fixed Rate Portion into a new Fixed Rate Portion in accordance with this Section
2.7(f) above, such Fixed Rate Portion shall be automatically converted to a Fixed Rate
Portion with a Fixed Rate Period of one (1) month upon the expiration of the Fixed Rate
Period applicable to such Fixed Rate.



(g) Fixed Rate Taxes, Regulatory Costs and Reserve Percentages. Upon Administrative
Agent’s demand, Borrower shall pay to Administrative Agent for the account of each Lender, in
addition to all other amounts which may be, or become, due and payable under this Agreement and the
other Loan Documents, any and all Fixed Rate Taxes and Regulatory Costs, to the extent they are not
internalized by calculation of a Fixed Rate. Further, at Administrative Agent’s option, the Fixed
Rate shall be automatically adjusted by adjusting the Reserve Percentage, as determined by
Administrative Agent in its prudent banking judgment, from the date of imposition (or subsequent
date selected by Administrative Agent) of any such Regulatory Costs. Administrative Agent shall
give Borrower notice of any Fixed Rate Taxes and Regulatory Costs as soon as practicable after
their occurrence, but Borrower shall be liable for any Fixed Rate Taxes and Regulatory Costs
regardless of whether or when notice is so given.



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3






(h) Fixed Rate Price Adjustment. Borrower acknowledges that prepayment or
acceleration of a Fixed Rate Portion during a Fixed Rate Period shall result in Lenders’ incurring
additional costs, expenses and/or liabilities and that it is extremely difficult and impractical to
ascertain the extent of such costs, expenses and/or liabilities. Therefore, on the date a Fixed
Rate Portion is prepaid or the date all sums payable hereunder become due and payable, by
acceleration or otherwise prior to the expiration of the applicable Fixed Rate Period for such
Fixed Rate Portion (“Price Adjustment Date”), Borrower will pay Administrative Agent, for the
account of each Lender (in addition to all other sums then owing to Lenders) an amount (“Fixed Rate
Price Adjustment”) equal to the then present value of (i) the amount of interest that would have
accrued on the Fixed Rate Portion for the remainder of the Fixed Rate Period at the Fixed Rate set
on the Fixed Rate Commencement Date, less (ii) the amount of interest that would accrue on the same
Fixed Rate Portion for the same period if the Fixed Rate were set on the Price Adjustment Date at
the Applicable LIBO Rate in effect on the Price Adjustment Date. The present value shall be
calculated by using as a discount rate the LIBO Rate quoted on the Price Adjustment Date.



By initialing this provision where indicated below, Borrower confirms that Lenders’ agreement
to make the Loan at the interest rates and on the other terms set forth herein and in the other
Loan Documents constitutes adequate and valuable consideration, given individual weight by
Borrower, for this Agreement.



Borrower Initials.      



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(i)



4



Purchase, Sale and Matching of Funds. Borrower understands, agrees and acknowledges
the following: (a) Lenders have no obligation to purchase, sell and/or match funds in connection
with the use of a LIBO Rate as a basis for calculating a Fixed Rate or Fixed Rate Price Adjustment;
(b) a LIBO Rate is used merely as a reference in determining a Fixed Rate and Fixed Rate Price
Adjustment; and (c) Borrower has accepted a LIBO Rate as a reasonable and fair basis for
calculating a Fixed Rate and a Fixed Rate Price Adjustment. Borrower further agrees to pay the
Fixed Rate Price Adjustment, Fixed Rate Taxes and Regulatory Costs, if any, whether or not any
Lender elects to purchase, sell and/or match funds.



(j) Adjustment of Applicable Margin. The Applicable Margin shall be adjusted, if
applicable, upon receipt by Administrative Agent of the Compliance Certificate from Borrower
pursuant to Section 9.10 hereof or Administrative Agent’s determination of the Leverage
Ratio in the event that Borrower fails to provide such Compliance Certificate in a timely manner,
but in no event later than forty five (45) days after the end of each of Borrower’s fiscal
quarters.



2.8 PAYMENTS. 



(a) Manner and Time of Payment. All payments of principal, interest and fees
hereunder payable to Administrative Agent or the Lenders shall be made without condition or
reservation of right and free of set-off or counterclaim, in Dollars and by wire transfer (pursuant
to Administrative Agent’s written wire transfer instructions) of immediately available funds, to
Administrative Agent, for the account of each Lender as applicable, not later than 11:00 A.M. (San
Francisco time) on the date due; and funds received by Administrative Agent after that time and
date shall be deemed to have been paid on the next succeeding Business Day. The Borrower shall, at
the time of making each payment under this Agreement or any other Loan Document, specify to the
Administrative Agent the amounts payable by the Borrower hereunder to which such payment is to be
applied.



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



(c) Voluntary Prepayment. Borrower may, upon not less than three (3) Business Days’
prior written notice to Administrative Agent not later than 11:00 A.M. (San Francisco time) on the
date given, at any time and from time to time, prepay all or any portion of the Loan without
penalty, except as otherwise expressly set forth in this Section 2.8(c). Any notice of
prepayment given to Administrative Agent under this Section 2.8(c) shall specify the date
of prepayment and the principal amount of the prepayment. In the event of a prepayment of any
Fixed Rate Portion, Borrower shall concurrently pay any Fixed Rate Price Adjustment payable in
respect thereof.



2.9 FULL REPAYMENT AND RECONVEYANCE. Upon the request of Borrower and receipt of all sums
owing and outstanding under the Loan Documents, Administrative Agent shall issue a full
reconveyance of the Property from the lien of the Deed of Trust; provided, however,
that all of the following conditions shall be satisfied at the time of, and with respect to, such
reconveyance: (a) Administrative Agent, for the benefit of Lenders, shall have received all
escrow, closing and recording costs, the costs of preparing and delivering such reconveyance and
any sums then due and payable under the Loan Documents; and (b) Administrative Agent shall have
received a written release satisfactory to Administrative Agent of any set aside letter, letter of
credit or other form of undertaking which Administrative Agent or any Lender has issued to any
surety, Governmental Authority or any other party in connection with the Loan. Lenders’
obligations to make further disbursements under the Loan shall terminate as to any portion of the
Loan undisbursed as of the date of issuance of such full release or reconveyance, and any
commitment of Lenders to lend any undisbursed portion of the Loan shall be canceled.



2.10 LENDERS’ ACCOUNTING. Administrative Agent shall maintain a loan account (the
“Loan Account”) on its books in which shall be recorded (a) the names and addresses and the Pro
Rata Shares of the commitment of each of the Lenders, and principal amount of the Loan owing to
each Lender from time to time, and (b) all repayments of principal and payments of accrued
interest, as well as payments of fees required to be paid pursuant to this Agreement. All entries
in the Loan Account shall be made in accordance with Administrative Agent’s customary accounting
practices as in effect from time to time. Monthly or at such other interval as is customary with
Administrative Agent’s practice, Administrative Agent will render a statement of the Loan Account
to Borrower and will deliver a copy thereof to each Lender. Each such statement shall be deemed
final, binding and conclusive upon Borrower in all respects as to all matters reflected therein
(absent manifest error).



2.11 LETTERS OF CREDIT.



(a) Letters of Credit. Subject to the terms and conditions of this Agreement,
Administrative Agent, on behalf of Lenders, agrees to issue for the account of the Borrower during
the period from and including the Effective Date to ninety (90) days prior to the Maturity Date,
one or more letters of credit (each a “Letter of Credit”) in such form and containing such terms as
may be requested from time to time by the Borrower and acceptable to Administrative Agent, up to a
maximum aggregate Stated Amount at any one time outstanding not to exceed $5,000,000 as such amount
may be reduced from time to time in accordance with the terms hereof (the “L/C Commitment Amount”).
The Borrower understands and agrees that Letter of Credit Liabilities are treated as advances
under the Commitments of the Lenders for the purpose of reducing the availability of advances under
the Revolving Note.



(b) Terms of Letters of Credit. At the time of issuance, the amount, terms and
conditions of each Letter of Credit, and of any drafts or acceptances thereunder, shall be subject
to approval by the Administrative Agent. Notwithstanding the foregoing, in no event may (i) the
expiration date of any Letter of Credit extend beyond thirty (30) days prior to the Maturity Date,
(ii) any Letter of Credit have an initial duration in excess of one year, or (iii) a Letter of
Credit be issued within 30 days prior to the Maturity Date. The initial Stated Amount of each
Letter of Credit shall be at least $25,000.00.



(c) Requests for Issuance of Letters of Credit. In connection with the proposed
issuance of a Letter of Credit, the Borrower shall give Administrative Agent written notice (or
telephonic notice promptly confirmed in writing) at least five (5) Business Days prior to the
requested date of issuance of a Letter of Credit, such notice to describe in reasonable detail the
proposed terms of such Letter of Credit and the nature of the transactions or obligations proposed
to be supported by such Letter of Credit, and in any event shall set forth with respect to such
Letter of Credit, (i) the proposed initial Stated Amount, (ii) the beneficiary, (iii) whether such
Letter of Credit is a commercial or standby letter of credit, and (iv) the proposed expiration
date. The Borrower shall also execute and deliver such customary applications and agreements for
standby letters of credit, standby letter of credit agreements, applications for amendment to
letter of credit, and other forms as requested from time to time by the Administrative Agent.
Borrower shall cause the executed completed application for the issuance of a Letter of Credit to
be delivered to the Administrative Agent no later than the date of the delivery of the written
notice described in the first sentence of this Section 2.11(c). Provided the Borrower has
given the notice prescribed by the first sentence of this subsection and the Borrower has executed
and delivered to the Administrative Agent the agreements, applications and other forms as required
by the immediately preceding sentence of this subsection, and subject to the terms and conditions
of this Agreement, including the satisfaction of any applicable conditions precedent set forth in
Article VI, Administrative Agent agrees to issue the requested Letter of Credit on the
requested date of issuance for the benefit of the stipulated beneficiary but in no event prior to
the date five (5) Business Days following the date after which Administrative Agent received the
items required to be delivered to it under this subsection. Upon the written request of the
Borrower, Administrative Agent shall deliver to the Borrower a copy of (i) any Letter of Credit
proposed to be issued hereunder prior to the issuance thereof, and (ii) each issued Letter of
Credit within a reasonable time after the date of issuance thereof. To the extent any term of a
Letter of Credit Document is inconsistent with a term of any Loan Document, the term of the Letter
of Credit Document shall control.



(d) Reimbursement Obligations. Upon receipt by Administrative Agent from the
beneficiary of a Letter of Credit of any demand for payment under such Letter of Credit,
Administrative Agent shall promptly notify the Borrower of the amount to be paid by Administrative
Agent as a result of such demand and the date on which payment is to be made by Administrative
Agent to such beneficiary in respect of such demand. The Borrower hereby absolutely,
unconditionally and irrevocably agrees to pay and reimburse Administrative Agent for the amount of
each demand for payment under each Letter of Credit on the date which is one (1) Business Day after
the date on which payment is to be made by the Administrative Agent to the beneficiary thereunder,
without presentment, demand, protest or other formalities of any kind. Upon receipt by
Administrative Agent of any payment in respect of any Reimbursement Obligation, Administrative
Agent shall promptly pay to each Lender that has acquired a participation therein under the second
sentence of Section 2.10(f) such Lender’s Pro Rata Share of such payment.



(e) Manner of Reimbursement. Upon its receipt of a notice referred to in the
immediately preceding subsection (d), the Borrower shall advise the Administrative Agent whether or
not the Borrower intends to borrow hereunder to finance its obligation to reimburse the
Administrative Agent for the amount of the related demand for payment and, if it does, the Borrower
shall submit a timely request for such borrowing as provided in the applicable provisions of this
Agreement. If the Borrower fails to so advise the Administrative Agent, or if the Borrower fails
to reimburse the Administrative Agent for a demand for payment under a Letter of Credit by the date
of such payment, the Administrative Agent shall give each Lender prompt notice thereof and of the
amount of the demand for payment, specifying such Lender’s Pro Rata Share of the amount of the
related demand for payment and the provisions of Section 2.10(g) shall apply, and such
advance shall constitute an advance under the Commitment at the Applicable LIBOR Rate with a one
(1) month Interest Period.



(f) Lenders’ Participation in Letters of Credit. Immediately upon the issuance by the
Administrative Agent of any Letter of Credit each Lender shall be deemed to have absolutely,
irrevocably and unconditionally purchased and received from the Administrative Agent, without
recourse or warranty, an undivided interest and participation to the extent of such Lender’s Pro
Rata Share of the liability of the Administrative Agent with respect to such Letter of Credit and
each such Lender thereby shall absolutely, unconditionally and irrevocably assume, as primary
obligor and not as surety, and shall be unconditionally obligated to the Administrative Agent to
pay and discharge when due, such Lender’s Pro Rata Share of the Administrative Agent’s liability
under such Letter of Credit. In addition, upon the making of each payment by a Lender to the
Administrative Agent in respect of any Letter of Credit pursuant to Section 2.10(g) below,
such Lender shall, automatically and without any further action on the part of the Administrative
Agent or such Lender, acquire (i) a participation in an amount equal to such payment in the
Reimbursement Obligation owing to the Administrative Agent by the Borrower in respect of such
Letter of Credit and (ii) a participation in a percentage equal to such Lender’s Pro Rata Share in
any interest or other amounts payable by the Borrower in respect of such Reimbursement Obligation
(other than fees owing only to the Administrative Agent).



(g) Payment Obligation of Lenders. Each Lender severally agrees to pay to the
Administrative Agent on demand in immediately available funds in Dollars the amount of such
Lender’s Pro Rata Share of each drawing paid by the Administrative Agent under each Letter of
Credit to the extent such amount is not reimbursed by the Borrower pursuant to Section
2.10(d); provided, however, that in respect of any drawing under any Letter of Credit, the
maximum amount that any Lender shall be required to fund shall not exceed such Lender’s Pro Rata
Share of such drawing. Each Lender’s obligation to make such payments to the Administrative Agent
under this subsection, and the Administrative Agent’s right to receive the same, shall be absolute,
irrevocable and unconditional and shall not be affected in any way by any circumstance whatsoever,
including without limitation, (i) the failure of any other Lender to make its payment under this
subsection, (ii) the financial condition of the Borrower or any other Loan Party, (iii) the
existence of any Potential Default or Default, or (iv) the termination of the Commitments. Each
such payment to the Administrative Agent shall be made without any offset, abatement, withholding
or deduction whatsoever.



(h) Administrative Agent’s Duties Regarding Letters of Credit; Unconditional Nature of
Reimbursement Obligation. In examining documents presented in connection with drawings under
Letters of Credit and making payments under such Letters of Credit against such documents, the
Administrative Agent shall only be required to use the same standard of care as it uses in
connection with examining documents presented in connection with drawings under letters of credit
in which it has not sold participations and making payments under such letters of credit. The
Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit by, the
respective beneficiaries of such Letters of Credit and Administrative Agent shall give Borrower
notice of any draw on a Letter of Credit. In furtherance and not in limitation of the foregoing,
neither the Administrative Agent nor any of the Lenders shall be responsible for (i) the form,
validity, sufficiency, accuracy, genuineness or legal effects of any document submitted by any
party in connection with the application for and issuance of or any drawing honored under any
Letter of Credit even if such document should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign any Letter of Credit, or the rights
or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or
ineffective for any reason; (iii) errors, omissions, interruptions or delays in transmission or
delivery of any messages, by mail, cable, telex, telecopy or otherwise, whether or not they be in
cipher; (iv) errors in interpretation of technical terms; (v) any loss or delay in the transmission
or otherwise of any document required in order to make a drawing under any Letter of Credit, or of
the proceeds thereof; (vi) the misapplication by the beneficiary of any Letter of Credit, or of the
proceeds of any drawing under any Letter of Credit; or (vii) any consequences arising from causes
beyond the control of the Administrative Agent or the Lenders. None of the above shall affect,
impair or prevent the vesting of any of the Administrative Agent’s rights or powers hereunder.
Any action taken or omitted to be taken by the Administrative Agent under or in connection with any
Letter of Credit, if taken or omitted in the absence of gross negligence or willful misconduct,
shall not create against the Administrative Agent any liability to the Borrower or any Lender. In
this connection, the obligation of the Borrower to reimburse the Administrative Agent for any
drawing made under any Letter of Credit shall be absolute, unconditional and irrevocable and shall
be paid strictly in accordance with the terms of this Agreement or any other applicable Letter of
Credit Document under all circumstances whatsoever, including without limitation, the following
circumstances: (A) any lack of validity or enforceability of any Letter of Credit Document or any
term or provisions therein; (B) any amendment or waiver of or any consent to departure from all or
any of the Letter of Credit Documents; (C) the existence of any claim, setoff, defense or other
right which the Borrower may have at any time against the Administrative Agent, any Lender, any
beneficiary of a Letter of Credit or any other Person, whether in connection with this Agreement,
the transactions contemplated hereby or in the Letter of Credit Documents or any unrelated
transaction; (D) any demand, statement or any other document presented under a Letter of Credit
proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein
or made in connection therewith being untrue or inaccurate in any respect whatsoever; (E) any
non-application or misapplication by the beneficiary of a Letter of Credit or of the proceeds of
any drawing under such Letter of Credit; (F) payment by the Administrative Agent under the Letter
of Credit against presentation of a draft or certificate which does not strictly comply with the
terms of the Letter of Credit; and (G) any other act, omission to act, delay or circumstance
whatsoever that might, but for the provisions of this Section, constitute a legal or equitable
defense to or discharge of the Borrower’s Reimbursement Obligations.



(i) Amendments, Etc. The issuance by the Administrative Agent of any amendment,
supplement or other modification to any Letter of Credit shall be subject to the same conditions
applicable under this Agreement to the issuance of new Letters of Credit (including, without
limitation, that the request therefore be made through the Administrative Agent), and no such
amendment, supplement or other modification shall be issued unless either (i) the respective Letter
of Credit affected thereby would have complied with such conditions had it originally been issued
hereunder in such amended, supplemented or modified form or (ii) the Requisite Lenders shall have
consented thereto. In connection with any such amendment, supplement or other modification, the
Borrower shall pay the fees, if any, payable under the last sentence of Section 2.2(d).



(j) Information to Lenders. Promptly following any change in Letters of Credit
outstanding, the Administrative Agent shall deliver to each Lender and the Borrower a notice
describing the aggregate amount of all Letters of Credit outstanding at such time. Upon the
request of any Lender from time to time, the Administrative Agent shall deliver any other
information reasonably requested by such Lender with respect to each Letter of Credit then
outstanding. Other than as set forth in this subsection, the Administrative Agent shall have no
duty to notify the Lenders regarding the issuance or other matters regarding Letters of Credit
issued hereunder. The failure of the Administrative Agent to perform its requirements under this
subsection shall not relieve any Lender from its obligations under Section 2.11(g).



(k) Effect of Letters of Credit on Commitments. Upon the issuance by the
Administrative Agent of any Letter of Credit and until such Letter of Credit shall have expired or
been terminated, the Commitment of each Lender shall be deemed to be utilized for all purposes of
this Agreement in an amount equal to the product of (i) such Lender’s Pro Rata Share and (ii) the
sum of (A) the Stated Amount of such Letter of Credit plus (B) any related Reimbursement
Obligations then outstanding.



(l) Additional Costs in Respect of Letters of Credit. Without limiting the
obligations of the Borrower under Sections 2.7(g) and 12.15 (but without
duplication), if as a result of any regulatory change or any risk-based capital guideline or other
requirement heretofore or hereafter issued by any Governmental Authority there shall be imposed,
modified or deemed applicable any tax, reserve, special deposit, capital adequacy or similar
requirement against or with respect to or measured by reference to Letters of Credit and the result
shall be to increase the cost to the Administrative Agent of issuing (or any Lender of purchasing
participations in) or maintaining its obligation hereunder to issue (or purchase participations in)
any Letter of Credit or reduce any amount receivable by the Administrative Agent or any Lender
hereunder in respect of any Letter of Credit, then, upon demand by the Administrative Agent or such
Lender, the Borrower shall within thirty (30) days after receipt of notice from the Administrative
Agent pay immediately to the Administrative Agent for its account or the account of such Lender, as
applicable, from time to time as specified by the Administrative Agent or a Lender, such additional
amounts as shall be sufficient to compensate the Administrative Agent or such Lender for such
increased costs or reductions in amount.



2.12 CONDITIONS PRECEDENT TO APPROVAL OF A REAL ESTATE ASSET AS AN APPROVED ASSET. If
and when Borrower wishes to obtain approval of an Unencumbered Asset or Proposed Acquisition for
inclusion as an additional Approved Asset, Borrower shall submit to Administrative Agent a written
request for such approval, together with a certificate signed by Borrower stating that the
Unencumbered Asset or Proposed Acquisition complies with all of the terms, provisions and
conditions of this Agreement (with respect to a Proposed Acquisition, subject only to the
acquisition of the asset), and the following conditions must be satisfied in the sole discretion of
Administrative Agent (provided, however, if the Commitments are increased pursuant to Section 2.4
of this Agreement and Wells Fargo is not the sole Lender hereunder, the approval of Requisite
Lenders shall also be required) in reliance upon documentation provided by Borrower:



(a) Such asset must be an office property owned or to be owned by Borrower or an Approved
Subsidiary in fee simple, subject to no Liens (whether directly or indirectly);



(b) Borrower shall provide, at the time of its request for approval (or in any event prior to
the addition of such asset as an Approved Asset) all of the following information regarding the
Unencumbered Asset or Proposed Acquisition, in form and substance satisfactory to Administrative
Agent:




(i) a written description, including its size, legal description and location;




(ii) a commitment for title insurance regarding the property, evidencing that such
asset is an Unencumbered Asset (or in the case of a Proposed Acquisition, would be an
Unencumbered Asset upon acquisition by Borrower or a Subsidiary of Borrower or Guarantor)
and a survey;




(iii) a current rent roll and copies of all leases affecting said property and
estoppels and SNDAs from such tenants and substantially in Administrative Agent’s standard
form;




(iv) operating statements for the prior three (3) years, if available (but in no event
less than the prior twelve (12) months);




(v) market, location and demographic information;




(vi) pro forma operating and capital budgets;




(vii) evidence that such Unencumbered Asset or such Proposed Acquisition (and the
Approved Assets as a whole, taking into account such Unencumbered Asset or such Proposed
Acquisition) meets the Minimum Lease Up Requirement;




(viii) an environmental questionnaire completed by Borrower regarding the asset, and an
environmental site assessment with respect to the presence, if any, of Hazardous Materials
on the Unencumbered Asset or Proposed Acquisition;




(ix) the policies of insurance required by the Loan Documents accompanied by evidence
of the payment of the premium therefor, including flood insurance, if applicable, evidence
satisfactory to Administrative Agent that the Land is not located within the 100-year flood
plain or identified as a special flood hazard area as defined by the Federal Insurance
Administration;




(x) if Borrower, Approved Subsidiary, any Guarantor and/or any general partner or
manager thereof is a corporation, a partnership, a trust or a limited liability company, a
copy of such entity’s articles of incorporation and bylaws, partnership agreement and
certificate of partnership, declaration of trust, articles of organization and operating
agreement, whichever may be applicable, and all amendments thereto, certified by Borrower to
be true, correct and complete;




(xi) completed Customer Information Forms in accordance with the USA Patriot Act for
the Subsidiary owning or acquiring said Unencumbered Asset or Proposed Acquisition who is
proposed to be an Approved Subsidiary under this Agreement;




(xii) opinions of counsel as required by Administrative Agent;




(xiii) all authorizations and permits which are then procurable and required by any
Legal Requirement for any construction and use of the Improvements;




(xiv) evidence of status of zoning of the Unencumbered Asset or Proposed Acquisition;




(xv) tax identification number(s) assigned to the Unencumbered Asset or Proposed
Acquisition (i.e., county, city and school, etc.), the approximate date tax
statement(s) are to be issued and the date(s) taxes would become delinquent if not paid;




(xvi) copies of all existing management agreements, parking agreements, leasing
agreements and asset management agreements;




(xvii) copies of structural and physical inspection reports for the Unencumbered Asset
or Proposed Acquisition;




(xviii) an appraisal prepared by an appraiser acceptable to Administrative Agent and
approved by Administrative Agent showing the value of the Unencumbered Asset or Proposed
Acquisition;




(xix) copies of all agreements which are material to operation of the Unencumbered
Asset or Proposed Acquisition; and




(xx) any other documents and information Administrative Agent may reasonably require.



(c) Administrative Agent shall have completed to its satisfaction, and at the Borrower’s
expense, an inspection of the Unencumbered Asset or Proposed Acquisition, if it elects to do so and
received and reviewed an Appraisal with respect thereto.



(d) Administrative Agent shall have received all information and such counterpart originals or
certified or other copies of such documents as the Administrative Agent may reasonably request.



(e) The proposed Unencumbered Asset or Proposed Acquisition complies with the terms,
provisions, requirements and conditions of this Agreement.



Upon receipt of the above-mentioned written request, certificate and other items
(collectively, the “Approval Prerequisites”), Administrative Agent may, on behalf of the Lenders,
engage legal counsel to review items (ii), (viii) and (x) through (xiii) of Section 2.12(b)
above, all at Borrower’s sole cost and expense and to prepare documentation pursuant to which the
Subsidiary shall become an Approved Subsidiary and shall execute and deliver a Joinder to the
Owner’s Guaranty and this Agreement, a deed of trust or mortgage conveying a first lien on said
Unencumbered Asset on Administrative Agent’s standard form (which shall be cross-collateralized and
cross-defaulted with the Deed of Trust) and any other documents required by Administrative Agent in
connection therewith (the “Approved Asset Closing”). From and after the Approved Asset Closing,
(i) such additional Approved Asset shall serve as collateral for the Loan and shall be deemed
included in the defined term “Property” and (ii) such Approved Subsidiary shall be deemed included
in the defined term “Owner” hereunder.



2.13 DETERMINATION OF LOAN AVAILABILITY



(a) Loan Availability shall be initially calculated by Borrower and finally determined by
Administrative Agent in its sole discretion on the first day of each fiscal quarter.



(b) For any period of determination, Loan Availability shall equal the lesser of the following
amounts:




(i) The aggregate Commitment of all of the Lenders;




(ii) Seventy percent (70%) of the value of the Approved Assets (and for purposes of
this determination, Borrower shall provide evidence to Administrative Agent that each such
Approved Asset continues to satisfy the requirements of an Approved Asset, including the
Minimum Lease Up Requirement) as determined by Administrative Agent based on Appraisals
obtained and reviewed by Administrative Agent (prior to the Effective Date, in connection
with an Approved Asset Closing or in connection with the exercise by Borrower of the
Extension Option); provided, however if an Approved Asset was acquired by Borrower or the
Approved Subsidiary within the previous two fiscal quarters, the value attributable thereto
shall not exceed Borrower’s undepreciated GAAP basis therein; or




(iii) The Permanent Loan Estimate (using Adjusted NOI for Approved Assets during the
previous two (2) fiscal quarters, annualized);



provided, however, Loan Availability shall be reduced on a dollar for dollar basis by (x) the
Letter of Credit Liabilities, (y) the aggregate balance of any Swingline Loans made by the
Swingline Lender and outstanding hereunder, and (z) one and one-half (1.5) times the amount of any
Lien (other than any Lien securing the Loan) arising with respect to any Approved Asset until same
is paid in full, discharged or bonded over to the satisfaction of the Administrative Agent
(provided that such Lien is less than one percent (1%) of the Permanent Loan Estimate of the
Approved Asset, it being acknowledged that for so long as any Lien in excess of such amount
encumbers an Approved Asset, such Real Estate Asset shall not be an Approved Asset).



(c) In no event shall Lenders be obligated to make advances which in the aggregate exceed Loan
Availability as determined by Administrative Agent from time to time. If at any time Loan
Availability is less than the aggregate unpaid principal balance of advances outstanding, Borrower
shall, within ninety (90) days of such determination by Administrative Agent, either (i) cure the
cause of such reduction in Loan Availability, or (ii) pay the excess of amounts outstanding under
the Loan over Loan Availability to Administrative Agent on behalf of the Lenders. No additional
advances shall be made hereunder and no additional Letters of Credit shall be issued hereunder
until such time as Administrative Agent determines that such condition has been cured. It shall be
a Default hereunder if Borrower fails to cure the cause of the reduction in Loan Availability or
make the required payment within such ninety (90) day period.



2.14 PARTIAL RELEASE OF PROPERTY.



(a) Upon satisfaction of all of the terms and conditions of this Section 2.14,
Borrower shall be entitled to request and obtain from Administrative Agent the release from the
lien and security interest of the Deed of Trust of one or more Properties, provided that the
Borrower satisfies all of the following conditions:




(i) Each request by Borrower for the release of a Property shall be accompanied by a
calculation of Loan Availability assuming that such Property is released which calculation
shall be confirmed by Administrative Agent in its sole discretion.




(ii) Administrative Agent shall have received all information, documents and materials
required by the Loan Documents or otherwise necessary for Administrative Agent to process
Borrower’s request for a release, all reasonable costs and expenses of Administrative Agent
associated with such release (including, but not limited to, legal fees relating thereto)
and such title insurance endorsements as are reasonably required by Administrative Agent.




(iii) At the time of such release and as a condition precedent thereto, Borrower shall
pay the excess of amounts outstanding under the Loan over such recalculated Loan
Availability to Administrative Agent on behalf of the Lenders.




(iv) In no event shall Administrative Agent be obligated to approve and execute a
release of a Property if, as a result thereof (i) any single Property remaining after such
release shall produce more than forty percent (40%) of the Adjusted NOI for all such
Properties or (y) there shall be less than three (3) Properties serving as collateral for
the Loan.



(b) The execution and delivery of such release instrument shall not affect Borrower’s
obligations under the Loan Documents. In no event shall any release or any document effecting a
release hereunder be or be deemed to be a release of any rights, easements or privileges benefiting
in any manner any of the remaining portion of the Property or adversely affect the lien of the Deed
of Trust.



ARTICLE 3. DISBURSEMENT




3.1 CONDITIONS PRECEDENT TO ADVANCES. Administrative Agent’s and Lenders’ obligation
to make any advances or take any other action under the Loan Documents shall be subject at all
times to satisfaction of each of the following conditions precedent (in addition to those set forth
in Exhibit C and in any other applicable provision hereof):



(a) There shall exist no Default as defined in this Agreement, or Default as defined in any of
the other Loan Documents or event, omission or failure of condition which would constitute a
Default after notice, lapse of time, or both; and



(b) Administrative Agent shall have received all Loan Documents, other documents, instruments,
policies, and forms of evidence or other materials requested by Administrative Agent or any Lender
under the terms of this Agreement or any of the other Loan Documents; and



(c) Administrative Agent shall have received from each Lender such Lender’s Pro Rata Share of
such disbursement; and



(d) Administrative Agent shall have received a downdate endorsement to the Title Policy
evidencing that the Deed of Trust continues to be a valid lien upon the Land and Improvements and
is prior and superior to all other liens and encumbrances thereon except those approved by
Administrative Agent in writing; and



(e) All representations and warranties of Borrower, Owner and Guarantor under the Loan
Documents shall be true and correct in all material respects.



3.2 DISBURSEMENT AUTHORIZATION. The proceeds of the Loan and Borrower’s Funds, when
qualified for disbursement, shall be disbursed to or for the benefit or account of Borrower under
the terms of this Agreement. Disbursements hereunder may be made by Administrative Agent upon the
written request of any person who has been authorized by Borrower to request such disbursements
until such time as written notice of Borrower’s revocation of such authority is received by
Administrative Agent. 



3.3 BORROWER’S FUNDS ACCOUNT, PLEDGE AND ASSIGNMENT. Except as otherwise provided in this
Agreement, all of the Borrower’s Funds which are deposited with Administrative Agent by Borrower or
Owner shall be placed in the Borrower’s Funds Account with, and controlled by, Administrative Agent
for disbursement under this Agreement. As additional security for Borrower’s performance under the
Loan Documents, Borrower and Owner hereby irrevocably pledge and assign to Administrative Agent,
for the benefit of Lenders, all monies at any time deposited in the Borrower’s Funds Account.



3.4 LOAN DISBURSEMENTS. Subject to the conditions set forth in Section 3.1, the
proceeds of the Loan and Borrower’s Funds shall be disbursed in accordance with the terms and
conditions of Exhibit C. Disbursements made after the deposit of Borrower’s Funds shall be
made first from the Borrower’s Funds Account until depleted unless such Borrower’s Funds are
designated as escrows or reserves required by the Deed of Trust. All disbursements shall be held
by Borrower in trust and applied by Borrower solely for the purposes for which the funds have been
disbursed. Administrative Agent and Lenders have no obligation to monitor or determine Borrower’s
use or application of the disbursements.



3.5 FUNDS TRANSFER DISBURSEMENTS. Borrower and Owner hereby authorize Administrative Agent
to disburse the proceeds of the Loan as requested by an authorized representative of the Borrower
to any of the accounts designated in Exhibit G. Borrower and Owner agree to be bound by
any transfer request: (i) authorized or transmitted by Borrower; or, (ii) made in Borrower’s name
and accepted by Administrative Agent in good faith and in compliance with these transfer
instructions, even if not properly authorized by Borrower. Borrower and Owner further agree and
acknowledge that Administrative Agent may rely solely on any bank routing number or identifying
bank account number or name provided by Borrower to effect a wire or funds transfer even if the
information provided by Borrower identifies a different bank or account holder than named by the
Borrower. Administrative Agent is not obligated or required in any way to take any actions to
detect errors in information provided by Borrower. If Administrative Agent takes any actions in an
attempt to detect errors in the transmission or content of transfer or requests or takes any
actions in an attempt to detect unauthorized funds transfer requests, Borrower and Owner agree that
no matter how many times Administrative Agent takes these actions Administrative Agent will not in
any situation be liable for failing to take or correctly perform these actions in the future and
such actions shall not become any part of the transfer disbursement procedures authorized under
this provision, the Loan Documents, or any agreement between Administrative Agent, Borrower and
Owner. Borrower and Owner agree to notify Administrative Agent of any errors in the transfer of
any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14)
days after Administrative Agent’s confirmation to Borrower of such transfer.



Administrative Agent will, in its sole discretion, determine the funds transfer system and the
means by which each transfer will be made. Administrative Agent may delay or refuse to accept a
funds transfer request if the transfer would: (i) violate the terms of this Agreement (ii) require
use of a bank unacceptable to Administrative Agent or prohibited by Governmental Authority; (iii)
cause Administrative Agent to violate any Federal Reserve or other regulatory risk control program
or guideline, or (iii) otherwise cause Administrative Agent to violate any applicable law or
regulation.



Administrative Agent shall not be liable to Borrower and/or Owner or any other parties for (i)
errors, acts or failures to act of others, including other entities, banks, communications carriers
or clearinghouses, through which Borrower’s transfers may be made or information received or
transmitted, and no such entity shall be deemed an agent of the Administrative Agent, (ii) any
loss, liability or delay caused by fires, earthquakes, wars, civil disturbances, power surges or
failures, acts of government, labor disputes, failures in communications networks, legal
constraints or other events beyond Administrative Agent’s control, or (iii) any special,
consequential, indirect or punitive damages, whether or not (a) any claim for these damages is
based on tort or contract or (b) Administrative Agent, Borrower or Owner knew or should have known
the likelihood of these damages in any situation. Administrative Agent makes no representations or
warranties other than those expressly made in this Agreement.



All Loan Documents titled or references in Loan Documents to the Funds Transfer Agreement,
Security Procedures, Operating Procedures, callback or other terms referencing the wire transfer of
or procedures for transferring loan disbursements is hereby cancelled and superseded by this
Section 3.5.



	 	 	 
	ARTICLE 4.	 	CERTAIN COVENANTS REGARDING THE PROPERTY
	4.1

	 	LIENS.
	
 
	 	 






If a claim of Lien is recorded which affects the Property or is served upon Administrative Agent
or any Lender, Owner shall, within thirty (30) calendar days of such recording or service or within
five (5) calendar days of Administrative Agent’s demand, whichever occurs first: (a) pay and
discharge the claim of Lien; (b) effect the release thereof by recording or delivering to
Administrative Agent a surety bond in sufficient form and amount; or (c) provide Administrative
Agent with other assurances which Administrative Agent deems, in its sole discretion, to be
satisfactory for the payment of such claim of Lien and for the full and continuous protection of
Administrative Agent and Lenders from the effect of such Lien.



4.2 ASSESSMENTS AND COMMUNITY FACILITIES DISTRICTS. Without Administrative Agent’s prior
written consent, Owner shall not cause or suffer to become effective or otherwise consent to the
formation of any assessment district or community facilities district which includes all or any
part of the Property pursuant to: (a) the Mello-Roos Community Facilities Act of 1982; (b) the
Municipal Improvement Act of 1913; or (c) any other comparable or similar statute or regulation.
Nor shall Owner cause or otherwise consent to the levying of special taxes or assessments against
the Property by any such assessment district or community facilities district but Administrative
Agent recognizes that the Loudoun Gateway Property is subject to an owner’s association.



4.3 INSPECTIONS. Administrative Agent shall have the right to enter upon the Property at
all reasonable times at Borrower’s cost and expense to inspect the Property. Any such inspection
by Administrative Agent is solely to determine whether Owner is properly discharging its
obligations under the Loan Documents and may not be relied upon by Borrower, Owner, Guarantor or by
any third party as a representation or warranty of compliance with this Agreement or any other
agreement.



ARTICLE 5. INSURANCE




Borrower shall, while any obligation of Borrower, Owner or any Guarantor under any Loan
Document remains outstanding, maintain (or cause Owner to maintain) at Borrower’s sole expense,
with licensed insurers approved by Administrative Agent, the following policies of insurance in
form and substance satisfactory to Administrative Agent. Capitalized terms used in this Article
shall have the same meaning as such terms are commonly and presently defined in the insurance
industry.



5.1 TITLE INSURANCE. A Title Policy, together with any endorsements which Administrative
Agent may require, insuring Administrative Agent, for the benefit of Lenders, in the principal
amount of the Loan, of the validity and the priority of the lien of the Deed of Trust upon the
Property, subject only to matters approved by Administrative Agent in writing. During the term of
the Loan, Borrower shall deliver to Administrative Agent, within ten (10) days of Administrative
Agent’s written request, such other endorsements to the Title Policy as Administrative Agent may
reasonably require with respect to the Property.



5.2 PROPERTY INSURANCE. An All Risk/Special Form Completed Value (Non-Reporting Form)
Hazard Insurance policy, including without limitation, theft coverage and such other coverages and
endorsements as Administrative Agent may require, insuring Owner and Administrative Agent for the
benefit of Lenders against damage to the Property in an amount not less than 100% of the full
replacement cost. Such coverage should adequately insure any and all Loan collateral, whether
such collateral is onsite, stored offsite or otherwise. Administrative Agent, for the benefit of
Lenders, shall be named on the policy as mortgagee and named under a Lender’s Loss Payable
Endorsement.



5.3 FLOOD HAZARD INSURANCE. A policy of flood insurance, as required by applicable
governmental regulations, or as reasonably deemed necessary by Administrative Agent, in an amount
required by Administrative Agent, but in no event less than the amount sufficient to meet the
requirements of applicable law and governmental regulation.



5.4 LIABILITY INSURANCE. A policy of Commercial General Liability insurance on an
occurrence basis, with coverages and limits as required by Administrative Agent, insuring against
liability for injury and/or death to any person and/or damage to any property occurring on the
Property. During the period of any construction, Owner may cause its contractors and/or
subcontractors to maintain in full force and effect any or all of the liability insurance required
hereunder. Administrative Agent may require that Borrower and Owner be named as an additional
insured on any such policy. Whether Owner employs a general contractor or performs as
owner-builder, Administrative Agent may require that coverage include statutory workers’
compensation insurance.



5.5 OTHER COVERAGE. Borrower shall provide (or cause Owner to provide) to Administrative
Agent evidence of such other reasonable insurance in such reasonable amounts as Administrative
Agent may from time to time request against such other insurable hazards which at the time are
commonly insured against for property similar to the Property located in or around the region in
which the Property is located. Such coverage requirements may include but are not limited to
coverage for earthquake, acts of terrorism, business income, delayed business income, rental loss,
sink hole, soft costs, tenant improvement or environmental.



5.6 GENERAL. (a) In addition to the insurance requirements above, Borrower shall maintain
property insurance and liability insurance on all Real Estate Assets owned by Borrower, Owner,
Subsidiaries and Guarantor in such amounts as are customary in the industry. (b) With respect to
the Property, Borrower shall provide (or cause Owner to provide) to Administrative Agent insurance
certificates or other evidence of coverage in form acceptable to Administrative Agent, with
coverage amounts, deductibles, limits and retentions as required by Administrative Agent. All
insurance policies relating to the Property shall provide that the coverage shall not be cancelable
or materially changed without ten (10) days prior written notice to Administrative Agent of any
cancellation for nonpayment of premiums, and not less than thirty (30) days prior written notice to
Administrative Agent of any other cancellation or any modification (including a reduction in
coverage). Administrative Agent, for the benefit of Lenders shall be named under a Lender’s Loss
Payable Endorsement on all insurance policies which Owner actually maintains with respect to the
Property. All insurance policies with respect to the Property shall be issued and maintained by
insurers approved to do business in the state in which the Property is located and must have an
A.M. Best Company financial rating and policyholder surplus acceptable to Administrative Agent.



ARTICLE 6. REPRESENTATIONS AND WARRANTIES




As a material inducement to Lenders’ entry into this Agreement, Borrower and Owner represent
and warrant to Administrative Agent and each Lender as of the Effective Date and continuing
thereafter that:



6.1 AUTHORITY/ENFORCEABILITY. Borrower and Owner are in compliance with all Requirements
of Law applicable to their respective organization, existence and transaction of business and have
all necessary rights and powers to own and operate the Property as contemplated by the Loan
Documents.



6.2 BINDING OBLIGATIONS. Borrower and Owner are authorized to execute, deliver and perform
their respective obligations under the Loan Documents, and such obligations shall be valid and
binding obligations of such party.



6.3 FORMATION AND ORGANIZATIONAL DOCUMENTS. Borrower and Owner have delivered to
Administrative Agent all formation and organizational documents of Borrower, Owner and Guarantor
and of all other guarantors of the Loan, if any, and all such formation and organizational
documents remain in full force and effect and have not been amended or modified since they were
delivered to Lender. Borrower shall promptly provide Lender with copies of any amendments or
modifications of such formation or organizational documents.



6.4 NO VIOLATION. Borrower’s and Owner’s execution, delivery, and performance under the
Loan Documents do not: (a) require any consent or approval not heretofore obtained under any
partnership agreement, operating agreement, articles of incorporation, bylaws or other document;
(b) violate any Requirements of Law applicable to the Borrower, Owner or Property or any other
statute, law, regulation or ordinance or any order or ruling of any court or Governmental
Authority; (c) conflict with, or constitute a breach or default or permit the acceleration of
obligations under any agreement, contract, lease, or other document by which the Borrower, Owner or
the Property are bound or regulated; or (d) violate any statute, law, regulation or ordinance, or
any order of any court or Governmental Authority.



6.5 COMPLIANCE WITH LAWS. Borrower and Owner have, and at all times shall have obtained,
all permits, licenses, exemptions, and approvals necessary to construct, occupy, operate and market
the Property, and shall maintain compliance with all Requirements of Law applicable to the Property
and all other applicable statutes, laws, regulations and ordinances necessary for the transaction
of its business. The Property is a legal parcel lawfully created in full compliance with all
subdivision laws and ordinances.



6.6 LITIGATION. Except as disclosed on Schedule 6.6 attached hereto, there are no
claims, actions, suits, or proceedings pending, or to their knowledge threatened, against Borrower,
Owner or Guarantor or affecting the Property.



6.7 FINANCIAL CONDITION. All financial statements and information heretofore and hereafter
delivered to Administrative Agent by Borrower and Owner, including, without limitation, information
relating to the financial condition of Borrower, Owner, Guarantor and/or the Property, fairly and
accurately represent the financial condition of the subject thereof and have been prepared (except
as noted therein) in accordance with generally accepted accounting principles consistently applied.
Borrower and Owner acknowledge and agree that Administrative Agent and Lenders may request and
obtain additional information from third parties regarding any of the above, including, without
limitation, credit reports.



6.8 NO MATERIAL ADVERSE CHANGE. There has been no material adverse change in the financial
condition of Borrower, Owner, the Property and/or Guarantor since the dates of the latest financial
statements furnished to Administrative Agent and, except as otherwise disclosed to Administrative
Agent in writing, neither Borrower nor Owner has entered into any material transaction which is not
disclosed in such financial statements or in filings with the Securities and Exchange Commission.



6.9 ACCURACY. All reports, documents, instruments, information and forms of evidence
delivered to Administrative Agent concerning the Loan or security for the Loan or required by the
Loan Documents are accurate, correct and complete in all material respects to give Administrative
Agent and Lenders true and accurate knowledge of their subject matter, and do not contain any
material misrepresentation or omission.



6.10 TAX LIABILITY. Borrower and Owner have filed all required federal, state, county and
municipal tax returns and has paid all taxes and assessments owed and payable, and neither Borrower
nor Owner has any knowledge of any basis for any additional payment with respect to any such taxes
and assessments.



6.11 TITLE TO ASSETS; NO LIENS. Borrower has good and indefeasible title to all of the
interests in each Owner, free and clear of all liens and encumbrances except Permitted Liens.
Owner has good and indefeasible title to its respective Property, free and clear of all liens and
encumbrances except Permitted Liens.



6.12 MANAGEMENT AGREEMENTS. Neither Borrower nor Owner is a party or subject to any
management agreement with respect to the Property, except for the Management Agreements between
Trammel Crow as “Property Manager,” and Owner, as “Owner”.



6.13 STATE OF FORMATION. The Borrower is a limited partnership formed pursuant to the laws
of the Commonwealth of Virginia. The federal employment identification number of Borrower is
20-2402018. Each Owner is a limited liability company formed pursuant to the laws of the
Commonwealth of Virginia and authorized to transact business in the state where its respective
Property is located. The federal employment identification number of Owner has been previously
provided to Administrative Agent. Guarantor is a corporation formed pursuant to the laws of the
State of Maryland. The federal employment identification number of Guarantor is 20-1978579.



6.14 STRUCTURE OF BORROWER, OWNER AND GUARANTOR. The ownership structure of Borrower, Owner
and Guarantor (including the percentage ownership interests) is accurately set forth on Exhibit
H attached hereto and made a part hereof.



6.15 REIT STATUS. Guarantor is or, as soon as practicable, shall be a qualified real
estate investment trust within the meaning of the Internal Revenue Code.



6.16 UTILITIES. All utility services, including, without limitation, gas, water, sewage,
electrical and telephone, necessary for the operation and occupancy of the Property are available
at or within the boundaries of the Property.



6.17 COMPLIANCE. Owner is familiar with and in compliance with all Requirements of Law and
Permits for the operation and occupancy of the Property and will conform to and comply with all
Requirements of Law.



6.18 AMERICANS WITH DISABILITIES ACT COMPLIANCE. The Property has been and shall be
maintained, in strict accordance and full compliance with all of the requirements of the ADA.
Owner shall be responsible for all ADA compliance costs.



6.19 BUSINESS LOAN. The Loan is a business loan transaction in the stated amount solely
for the purpose of carrying on the business of Borrower and none of the proceeds of the Loan will
be used for the personal, family or agricultural purposes of the Borrower and/or Owner.



6.20 TAX SHELTER REGULATIONS. None of Borrower, Owner, any Guarantor nor any
subsidiary of any of the foregoing intends to treat the Loan or the transactions contemplated by
this Agreement and the other Loan Documents as being a “reportable transaction” (within the meaning
of Treasury Regulation Section 1.6011-4). If the Borrower, Owner or any other party to the Loan
determines to take any action inconsistent with such intention, the Borrower will promptly notify
Administrative Agent and each Lender thereof. If the Borrower so notifies the Administrative Agent
and each Lender, the Borrower and Owner acknowledge that each Lender may treat its Loan as part of
a transaction that is subject to Treasury Regulation Section 301.6112-1, and Lender will maintain
the lists and other records, including the identity of the applicable party to the Loan as required
by such Treasury Regulation.



ARTICLE 7. HAZARDOUS MATERIALS




7.1 SPECIAL REPRESENTATIONS AND WARRANTIES. Without in any way limiting the other
representations and warranties set forth in this Agreement, and after reasonable investigation and
inquiry, Borrower and Owner hereby specially represent and warrant to the best of their knowledge
as of the date of this Agreement as follows:



(a) Hazardous Materials. Except as set forth in those certain reports listed on
Schedule 7.1 attached hereto, the Property is not and has not been a site for the use,
generation, manufacture, storage, treatment, release, threatened release, discharge, disposal,
transportation or presence of any oil, flammable explosives, asbestos, urea formaldehyde
insulation, radioactive materials, hazardous wastes, toxic or contaminated substances or similar
materials, including, without limitation, any substances which are “hazardous substances,”
“hazardous wastes,” “hazardous materials,” “toxic substances,” “wastes,” “regulated substances,”
“industrial solid wastes,” or “pollutants” under the Hazardous Materials Laws, as described below,
and/or other applicable environmental laws, ordinances and regulations (collectively, the
“Hazardous Materials”). “Hazardous Materials” shall not include commercially reasonable amounts of
such materials used in the ordinary course of use and operation of the Property which are used and
stored in accordance with all applicable environmental laws, ordinances and regulations.



(b) Hazardous Materials Laws. The Property is in compliance with all laws, ordinances and
regulations relating to Hazardous Materials (“Hazardous Materials Laws”), including, without
limitation: the Clean Air Act, as amended, 42 U.S.C. Section 7401 et seq.; the
Federal Water Pollution Control Act, as amended, 33 U.S.C. Section 1251 et seq.;
the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. Section 6901 et
seq.; the Comprehensive Environment Response, Compensation and Liability Act of 1980, as
amended (including the Superfund Amendments and Reauthorization Act of 1986, “CERCLA”), 42 U.S.C.
Section 9601 et seq.; the Toxic Substances Control Act, as amended, 15 U.S.C.
Section 2601 et seq.; the Occupational Safety and Health Act, as amended, 29 U.S.C.
Section 651, the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. Section
11001 et seq.; the Mine Safety and Health Act of 1977, as amended, 30 U.S.C.
Section 801 et seq.; the Safe Drinking Water Act, as amended, 42 U.S.C. Section
300f et seq.; and all comparable state and local laws, laws of other jurisdictions
or orders and regulations.



(c) Hazardous Materials Claims. There are no claims or actions (“Hazardous Materials
Claims”) pending or threatened against Borrower, Owner or the Property by any governmental entity
or agency or by any other person or entity relating to Hazardous Materials or pursuant to the
Hazardous Materials Laws.



7.2 HAZARDOUS MATERIALS COVENANTS. Borrower and Owner agree as follows:



(a) No Hazardous Activities. Neither Borrower nor Owner shall cause or permit the Property
to be used as a site for the use, generation, manufacture, storage, treatment, release, discharge,
disposal, transportation or presence of any Hazardous Materials.



(b) Compliance. Borrower and Owner shall comply and cause the Property to comply with all
Hazardous Materials Laws.



(c) Notices. Borrower shall promptly notify Administrative Agent in writing of: (i) the
discovery of any Hazardous Materials on, under or about the Property; (ii) any knowledge by
Borrower and/or Owner that the Property does not comply with any Hazardous Materials Laws; and
(iii) any Hazardous Materials Claims.



(d) Remedial Action. In response to the presence of any Hazardous Materials on, under or
about the Property, Owner shall promptly take, at Borrower’s and/or Owner’s expense, all remedial
action required by any Hazardous Materials Laws or any judgment, consent decree, settlement or
compromise in respect to any Hazardous Materials Claims.



7.3 INSPECTION BY ADMINISTRATIVE AGENT. Upon reasonable prior notice to Borrower and
subject to the rights of tenants under their leases, Administrative Agent, its employees and
agents, may from time to time (whether before or after the commencement of a nonjudicial or
judicial foreclosure proceeding) enter and inspect the Property for the purpose of determining the
existence, location, nature and magnitude of any past or present release or threatened release of
any Hazardous Materials into, onto, beneath or from the Property.



7.4 HAZARDOUS MATERIALS INDEMNITY. BORROWER AND OWNER HEREBY AGREE TO DEFEND, INDEMNIFY
AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH LENDER, AND THEIR RESPECTIVE DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES,
LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING,
WITHOUT LIMITATION, ATTORNEYS’ FEES AND EXPENSES) WHICH ADMINISTRATIVE AGENT AND/OR ANY LENDER MAY
INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF THE USE, GENERATION, MANUFACTURE, STORAGE, DISPOSAL,
THREATENED DISPOSAL, TRANSPORTATION OR PRESENCE OF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE
PROPERTY OR IMPROVEMENTS. BORROWER AND OWNER SHALL PROMPTLY PAY TO ADMINISTRATIVE AGENT AND/OR ANY
LENDER, UPON DEMAND, ANY AMOUNTS OWING UNDER THIS INDEMNITY, TOGETHER WITH INTEREST FROM THE DATE
THE INDEBTEDNESS ARISES UNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF
THE LOAN. BORROWER’S AND OWNER’S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS
ADMINISTRATIVE AGENT AND EACH LENDER SHALL SURVIVE THE CANCELLATION OF THE NOTES AND THE RELEASE,
RECONVEYANCE OR PARTIAL RECONVEYANCE OF THE DEED OF TRUST.



ARTICLE 8. COVENANTS OF BORROWER AND OWNER




8.1 EXPENSES. Borrower shall promptly pay Administrative Agent upon demand all costs and
expenses incurred by Administrative Agent in connection with: (a) the preparation of this
Agreement and all other Loan Documents contemplated hereby; (b) to the extent Borrower exercises
its right to increase the aggregate amount of the Commitments pursuant to Section 2.4
hereof, Borrower shall also pay promptly upon demand by Administrative Agent all administrative
fees, legal fees and additional upfront fees, as required under the Fee Letter; and (c) the
enforcement or satisfaction by Administrative Agent or Lenders of any of Borrower’s and Owner’s
obligations under this Agreement and the other Loan Documents. For all purposes of this Agreement,
Administrative Agent’s and Lenders’ costs and expenses shall include, without limitation, all
appraisal fees, engineering and inspection fees, legal fees and expenses, accounting fees after a
Default, environmental consultant fees, auditor fees after a Default, UCC filing fees and/or UCC
vendor fees, and the cost to Lenders of any title insurance premiums, title surveys, reconveyance
and notary fees. Borrower and Owner recognize and agree that formal written Appraisals of the
Property by a licensed independent appraiser and inspection of the Property by an independent
supervising architect and/or cost engineering specialist may be required by Administrative Agent.
If any of the services described above are provided by or reviewed by an employee of Administrative
Agent, Administrative Agent’s costs and expenses for such services shall be calculated in
accordance with Administrative Agent’s standard charge for such services.



8.2 ERISA COMPLIANCE. Borrower and Owner shall at all times comply with the provisions of
ERISA with respect to any retirement or other employee benefit plan to which it is a party as
employer, and as soon as possible after Borrower or Owner knows, or has reason to know, that any
Reportable Event (as defined in ERISA) with respect to any such plan of Borrower and/or Owner has
occurred, it shall furnish to Administrative Agent a written statement setting forth details as to
such Reportable Event and the action, if any, which Borrower and/or Owner proposes to take with
respect thereto, together with a copy of the notice of such Reportable Event furnished to the
Pension Benefit Guaranty Corporation.



8.3 LEASING. Borrower shall use its commercially reasonable efforts to maintain all
leasable space in the Property leased at no less than fair market rental rates.



8.4 APPROVAL OF LEASES. All future leases (and lease terminations, modifications or
amendments) of all or any part of the Property shall require the approval of Administrative Agent;
provided however, Administrative Agent shall be deemed to have approved any lease for a portion of
the Property which is on a standard lease form previously approved by Administrative Agent which
relates individually, or in the aggregate with all other leases with such tenant to not more than
25,000 square feet of rentable space. In the event Administrative Agent fails to respond to any
request for approval of any such lease documents within ten (10) days after receipt by
Administrative Agent of copies of all documentation necessary to evaluate such request for approval
(and provided such request specifically refers to this Section and said ten (10) day period
prominently in a legend across the top of such request), Administrative Agent shall be deemed to
have approved such lease documentation. Any lease which is approved by Administrative Agent or
deemed approved by Administrative Agent pursuant to the foregoing provisions shall be referred to
herein as a “Permitted Lease.”



8.5 SUBDIVISION MAPS. Prior to recording any final map, plat, parcel map, lot line
adjustment or other subdivision map of any kind covering any portion of the Property (collectively,
“Subdivision Map”), Owner shall submit such Subdivision Map to Administrative Agent for
Administrative Agent’s review and approval, which approval shall not be unreasonably withheld.
Within ten (10) Business Days after Administrative Agent’s receipt of such Subdivision Map,
Administrative Agent shall provide Owner written notice if Administrative Agent disapproves of said
Subdivision Map. Within five (5) Business Days after Administrative Agent’s request, Borrower and
Owner shall execute, acknowledge and deliver to Administrative Agent such amendments to the Loan
Documents as Administrative Agent may reasonably require to reflect the change in the legal
description of the Property resulting from the recordation of any Subdivision Map. In connection
with and promptly after the recordation of any amendment or other modification to the Deed of Trust
recorded in connection with such amendments, Owner shall deliver to Administrative Agent, for the
benefit of Lenders, at Owner’s sole expense, a title endorsement to the Title Policy in form and
substance satisfactory to Administrative Agent insuring the continued first priority lien of the
Deed of Trust. Subject to the execution and delivery by Borrower and Owner of any documents
required under this Section, Administrative Agent, on behalf of Lenders, shall, if required by
applicable law, sign any Subdivision Map approved by Administrative Agent pursuant to this Section.



8.6 OPINION OF LEGAL COUNSEL. Borrower shall provide, at Borrower’s expense, an opinion of
legal counsel in form and content satisfactory to Administrative Agent to the effect that: (a)
upon due authorization, execution and recordation or filing as may be specified in the opinion,
each of the Loan Documents shall be legal, valid and binding instruments, enforceable against the
makers thereof in accordance with their respective terms; (b) Borrower, Owner and Guarantor are
duly formed and have all requisite authority to enter into the Loan Documents; and (c) such other
matters, incident to the transactions contemplated hereby, as Administrative Agent may reasonably
request.



8.7 FURTHER ASSURANCES. Upon Administrative Agent’s reasonable request and at Borrower’s
and Owner’s sole cost and expense, Borrower and/or Owner shall execute, acknowledge and deliver any
other instruments and perform any other acts necessary, desirable or proper, as reasonably
determined by Administrative Agent, to carry out the purposes of this Agreement and the other Loan
Documents or to perfect and preserve any Liens created by the Loan Documents.



8.8 ASSIGNMENT. Without the prior written consent of Lenders, neither Borrower nor Owner
shall assign their interest under any of the Loan Documents, or in any monies due or to become due
thereunder, and any assignment without such consent shall be void. In this regard, Borrower and
Owner acknowledge that Lenders would not make this Loan except in reliance on Borrower’s and
Owner’s expertise, reputation and prior experience in the ownership of commercial real property,
Lenders’ knowledge of Borrower and Owner.



8.9 MANAGEMENT OF PROPERTY. Without the prior written consent of Administrative Agent,
Owner shall not enter into, materially amend or terminate any agreement providing for the
management or leasing of the Property.



8.10 REQUIREMENTS OF LAW. Borrower and Owner shall comply with all Requirements of Law and
shall use commercially reasonable and good faith efforts to cause other persons or entities to
comply with same in a timely manner.



8.11 SPECIAL COVENANTS; SINGLE PURPOSE ENTITY. Without the prior written consent of
Administrative Agent, which consent shall not be unreasonably withheld or delayed, (a) Owner shall
not enter into, amend in any material respect (provided that Borrower shall provide Administrative
Agent a copy of any amendments, whether or not material) or terminate any material agreement
providing for the development, management, leasing or operation of the Property (approval of any
such other material agreement not to be unreasonably withheld by Administrative Agent); (b) neither
Borrower nor Owner shall make any amendment to Borrower’s and/or Owner’s organizational documents
or any managing member or general partner, as applicable, thereof, in each case from the form
thereof previously provided to Administrative Agent other than as necessary to authorize the
issuance of additional limited partnership units in Borrower or shares of stock in Guarantor; (c)
neither Borrower nor Owner shall engage in any transaction with any Affiliate of Borrower, Owner or
Guarantor on other than fair market terms and conditions; (d) Owner shall not engage in any
business other than the ownership, development, leasing and operation of the Real Estate Assets
owned by such Person; (e) Owner shall not incur any additional indebtedness or other material
obligation, other than ordinary course obligations (excluding, however, any additional borrowed
money) incurred in connection with Owner’s permitted scope of business as referred to above; or (f)
neither Borrower nor Owner shall suffer or permit any direct or indirect change in the ownership of
Owner; provided, however, that the consent of Requisite Lenders shall be required
with respect to any material amendment or change in ownership referred to in clauses (b) and (f) of
this Section 8.11, respectively. For purposes of this Section 8.11, “material
agreement” shall mean any agreement which cannot, by its terms, be terminated upon thirty days
notice, or which involves annual expenditures (on an actual or projected basis) in excess of
$100,000.00.



8.12 LIMITATIONS ON DISTRIBUTIONS, ETC. Following the occurrence and during the
continuance of a monetary or other material Default, neither Borrower nor Guarantor shall
distribute any money or other property to any partner or shareholder of Borrower or Guarantor,
whether in the form of earnings, income or other proceeds from the Property, in excess of the
minimum amount necessary to remain qualified as a real estate investment trust within the meaning
of the Internal Revenue Code nor shall Borrower, Guarantor or Owner repay any principal or interest
on any loan or other advance made to Borrower, Guarantor or Owner by any other Loan Party, nor
shall Borrower, Owner or Guarantor loan or advance any funds to any other Loan Party.



8.13 COMPLIANCE WITH AND AMENDMENT OF CHARTER OR BYLAWS. Borrower and Owner will, and will
cause Guarantor to (a) comply with the terms of its articles of incorporation, bylaws, operating
agreement, partnership agreement or other organizational or constituent document, (b) except as
otherwise permitted pursuant to Section 8.11(b) above, not amend, supplement, restate or
otherwise modify its articles of incorporation, by-laws, operating agreement, partnership agreement
or other organizational or constituent document in any material respect without the prior written
consent of Administrative Agent (which shall not be unreasonably withheld or delayed), and (c) not
amend, supplement, restate or otherwise modify its articles of incorporation, by-laws, operating
agreement, partnership agreement or other organizational or constituent document if such amendment,
supplement, restatement or other modification could reasonably be expected to have a material
adverse effect on the Lenders, the Loan or the business or affairs of Borrower, Owner or Guarantor
or the ability of any Loan Party to perform its obligations under the Loan Documents, without the
prior written consent of Requisite Lenders.



8.14 SECURITY DEPOSITS AND DRAWS UNDER TENANT LETTER OF CREDIT.



(a) Upon the occurrence of a Default, Owner shall deposit into a blocked account with and
controlled by Administrative Agent, for the benefit of Lenders (the “Security Deposit Account”)
all security deposits under Leases affecting the Property. As additional security for Borrower’s
performance under the Loan Documents, Owner hereby irrevocably pledges and assigns to
Administrative Agent, for the benefit of Lenders, all monies at any time deposited in the Security
Deposit Account. Owner’s assignment of leases and rents pursuant to the Deed of Trust shall
expressly be understood to include, as additional security for the Loan, any lease guaranty which
Owner receives in conjunction with a Permitted Lease. Owner hereby grants to Administrative Agent,
for the benefit of Lenders, a security interest in all Tenant Letters of Credit and all proceeds
thereof.



(b) From time to time Administrative Agent may require an accounting from Borrower and/or
Owner of funds in the Security Deposit Account, and in the event that such accounting discloses a
balance in the Security Deposit Account less than the aggregate amount of security deposits
collected and draws under Tenant Letters of Credit (less any amounts legitimately applied in
accordance with this Section 8.14), Owner shall promptly, but in any event within five (5)
days and prior to any further disbursements from the Security Deposit Account by Administrative
Agent, fund additional monies into the Security Deposit Account such that no discrepancy remains.



(c) Owner shall (i) promptly notify Administrative Agent of any event or condition which
permits a draw under a Tenant Letter of Credit, (ii) provide to Administrative Agent a copy of the
notice of lease default, as applicable, and (iii) in a timely manner request a draw from the
applicable issuing bank of such Tenant Letter of Credit. Additionally, if an issuing bank of a
Tenant Letter of Credit notifies Owner that such issuing bank will not renew a Tenant Letter of
Credit (or if the applicable tenant has failed to provide a replacement letter of credit not later
than sixty (60) days prior to the expiration thereof), then Owner shall (x) provide Administrative
Agent prompt written notice of such nonrenewal or failure, and (y) timely draw the full amount
under such Tenant Letter of Credit (and if a Default then exists, the proceeds thereof shall be
deposited directly into the Security Deposit Account). Owner shall not amend or terminate any
Tenant Letter of Credit without Administrative Agent’s prior approval.



(d) Upon satisfaction of the Loan in full, any tenant security deposits held by Administrative
Agent shall be returned to Borrower. In addition, following termination of any Permitted Lease,
any tenant security deposits held by Administrative Agent with respect to such terminated Permitted
Lease shall be returned to Borrower to the extent that Owner is obligated to return same to tenant.



(e) Borrower and Owner hereby represent to and for the benefit of Administrative Agent and
Lenders that nothing contained in this Section 8.14 conflicts with the terms of any
Permitted Lease. In addition, the indemnity provisions contained in Section 12.1 of this
Agreement shall apply to and include any claims against Administrative Agent or Lenders by tenants
or by any person or entity on their behalf.



8.15 MAINTAIN REIT STATUS. Borrower shall cause Guarantor at all times to (x) establish
and thereafter maintain its existence as a qualified real estate investment trust (a “REIT”) within
the meaning of the Internal Revenue Code and not to take any action which could lead to its
disqualification as a REIT, (y) except with the prior written consent of Requisite Lenders, not to
be unreasonably withheld, cause its shares to be listed and admitted to trading on the New York
Stock Exchange, the NASDAQ, the American Stock Exchange or a successor stock exchange and (z)
maintain its existence as a Maryland corporation. Within thirty (30) days after request by
Administrative Agent from time to time, Guarantor shall provide evidence that Guarantor qualifies
as a REIT and continues to qualify thereafter, as soon as practicable.



8.16 SUBSIDIARIES. Within sixty (60) days of any entity becoming a Subsidiary of
Borrower, Borrower shall deliver to Administrative Agent each of the following in form and
substance satisfactory to the Administrative Agent: (a) a guaranty executed by such Subsidiary in
substantially the same form as the guaranty provided by Guarantor of even date herewith (each, a
“Subsidiary Guaranty”), pursuant to which the Subsidiary guaranties the full and prompt payment and
performance of all of the obligations of Borrower under the Loan and (b) copies of all
organizational documents of the Subsidiary, a good standing certificate from the state of
organization, all consents and approvals necessary to approve the execution and delivery of the
Subsidiary Guaranty and an opinion of counsel confirming the due formation, authority,
authorization of the Subsidiary and the enforceability of the Subsidiary Guaranty; provided,
however, (i) if such Subsidiary is expressly prohibited from becoming a guarantor of the Loan
pursuant to a written agreement with a third party financial institution making a loan to such
Subsidiary (the “Third Party Loan”), then such Subsidiary shall not be required to enter into a
Subsidiary Guaranty of the Loan until such time as the Third Party Loan has been repaid in full or
the documents evidencing such Third Party Loan no longer contain such a restriction, (ii) if such
Subsidiary is created solely for administrative purposes and holds no interest in real property,
then such Subsidiary shall not be required to enter into a Subsidiary Guaranty or (iii) if such
Subsidiary is a joint venture with a third party and is therefore prohibited from becoming a
guarantor of the Loan pursuant to the joint venture agreement, then such Subsidiary shall not be
required to enter into a Subsidiary Guaranty. In addition, in the event any Subsidiary who has
executed a Subsidiary Guaranty subsequently elects to obtain a Third Party Loan, Administrative
Agent shall release the applicable Subsidiary Guaranty within five (5) Business Days after
Borrower’s request for such a release. Notwithstanding the foregoing, in no event shall (x) an
Unencumbered Asset owned by a Subsidiary qualify as an Approved Asset or (y) a Subsidiary qualify
as an Approved Subsidiary, unless such Subsidiary shall have complied with the requirements of
Section 2.12 hereof.



8.17 PERMITTED INVESTMENTS. The Borrower shall not, and shall not permit any Guarantor or
any other Subsidiary of the Borrower to, make an investment other than the following:



(a) Acquiring, developing, owning and operating office properties and business activities and
investments incidental thereto.



(b) Investments in unimproved land holdings, Construction in Process, equity investments in
Persons who are not Affiliates and debt investments shall, in the aggregate (without double
counting), not exceed twenty five percent (25%) of Gross Asset Value and shall individually, not
exceed the percentage of Gross Asset Value of Borrower set forth below:




	 	(i)	 	Unimproved land holdings (measured at the lower
of acquisition cost or fair market value on an as is basis) — 5%;






(ii) Construction in Process (measured by Total Budgeted Cost) — 15%;




(iii) Capital stock in non-Affiliated Persons (measured at the lower of acquisition
cost or fair market value on an as is basis) — 5%; and




(iv) Investments in bonds, mortgages, debentures, notes or other evidence of
indebtedness of third parties, secured or unsecured, subordinated or otherwise (measured at
the lower of acquisition cost or fair market value on an as is basis)- 10%.



8.18 FINANCIAL COVENANTS. Borrower hereby covenants and agrees that so long as the Loan
remains outstanding, as of each Calculation Date:



(a) Leverage Ratio. The Leverage Ratio does not exceed seventy five percent (75%).



(b) Interest Expense Coverage. The ratio of Adjusted EBITDA to Interest Expense shall
not be less than 1.50 to 1.



(c) Fixed Charges Coverage. The ratio of Adjusted EBITDA to Fixed Charges shall not
be less than 1.30 to 1.



(d) Minimum Tangible Net Worth. Borrower shall have Minimum Tangible Net Worth of not
less than the sum of $100,000,000.00 plus eighty five percent (85%) of Net Equity Proceeds.



(e) Distributions. Annual distributions by Borrower and Guarantor (without double
counting) shall not exceed ninety five percent (95%) of FFO (or, if greater, the amount required to
be distributed under Section 857(a) of the Code).



8.19 MAINTENANCE OF OWNERSHIP STRUCTURE. At no time shall any Person, members of such
Person’s family and trusts for the benefit of same, and companies or other entities controlled
directly or indirectly by any of the same, own directly or indirectly, more than twenty five
percent (25%) in the aggregate of (a) outstanding common stock of Guarantor plus (b) the limited
partnership units of Borrower or any other operating partnership in which the Guarantor controls a
general partner interest (calculated assuming such partnership units were converted to stock in
Guarantor).



ARTICLE 9. REPORTING COVENANTS




9.1 FINANCIAL INFORMATION. Borrower shall deliver to Administrative Agent as soon as
available, but in no event later than forty five (45) days after the end of each of Borrower’s
fiscal quarters and ninety (90) days after Borrower’s fiscal year end and certified as required by
Section 9.9 below, a current, audited consolidated financial statements (including, without
limitation, an income and expense statement, a statement of retained earnings, statement of cash
flow, and balance sheet) signed by the chief financial officer of Borrower, together with any other
financial information including, without limitation, cash flow projections, reasonably requested by
Administrative Agent or Lenders for the following persons and entities:




Borrower,


Owner


Guarantor



Borrower shall also deliver to Administrative Agent such quarterly and other financial information
regarding any persons or entities in any way obligated on the Loan as Administrative Agent and the
Lenders may reasonably require. The annual consolidated financial statements shall bear an
unqualified opinion of the auditors. Except as otherwise agreed to by Lenders, all such financial
information shall be prepared in accordance with generally accepted accounting principles
consistently applied.



9.2 BOOKS AND RECORDS. Owner shall maintain complete books of account and other records
for the Property and for disbursement and use of the proceeds of the Loan and Borrower’s Funds, and
the same shall be available for inspection and copying by Administrative Agent and each Lender upon
reasonable prior notice.



9.3 [INTENTIONALLY OMITTED.]



9.4 LEASING REPORTS. Within forty five (45) days after the end of each of Borrower’s
fiscal quarters, Owner shall deliver to Administrative Agent quarterly rent rolls and reports,
operating statements and/or such other leasing information as Administrative Agent shall reasonably
request with respect to the Property, each in form and substance satisfactory to Administrative
Agent.



9.5 CASH FLOW PROJECTIONS. Within ninety (90) days after the end of Borrower’s fiscal
year, Borrower shall deliver to Administrative Agent cash flow projections for the next fiscal year
for all Real Estate Assets, and Owner shall deliver to Administrative Agent cash flow projections
for the next fiscal year for each of the Properties.



9.6 KNOWLEDGE OF DEFAULT; ETC. Borrower and Owner shall promptly, upon obtaining knowledge
thereof, report in writing to Administrative Agent the occurrence of any Default or Potential
Default; (ii) the creation of any Lien against any Approved Asset; (iii) the occurrence of any
Capital Event; and (iv) any release or threatened release of Hazardous Materials, any violation of
Hazardous Materials Laws or similar environmental event with respect to a Real Estate Asset that
could become a Disqualifying Environmental Event;. In the case of any Potential Default, such
notice shall include, as applicable, the affirmative steps which Borrower and/or Owner has taken or
intends to take during the applicable cure period in order to avoid the occurrence of a Default
with respect to the subject event, circumstance or condition.



9.7 LITIGATION, ARBITRATION OR GOVERNMENT INVESTIGATION. Borrower and Owner shall
promptly, upon obtaining knowledge thereof, report in writing to Administrative Agent, (i) the
institution of, or threat of, any material proceeding against or affecting Borrower, Owner,
Guarantor or the Property, including any eminent domain or other condemnation proceedings affecting
the Property, or (ii) any material development in any proceeding already disclosed, which, in
either case, has a material adverse effect on Borrower, Owner, Guarantor or the Property, which
notice shall contain such information as may be reasonably available to Borrower and/or Owner to
enable Administrative Agent and its counsel to evaluate such matters.



9.8 ENVIRONMENTAL NOTICES. Borrower and Owner shall notify Administrative Agent, in
writing, as soon as practicable, and in any event within ten (10) days after learning thereof, of
any notice required pursuant to Section 7.2(c).



9.9 CERTIFICATE OF BORROWER. Together with each delivery of any financial statement
pursuant to this Article 9, and in any event, no less frequently than quarterly within
forty five (45) days after the end of each of Borrower’s fiscal quarters, Borrower shall provide
the certificate of its chief financial officer or other authorized signatory that such person has
reviewed the terms of this Agreement and the other Loan Documents, and has made a review in
reasonable detail of the transactions and condition of Borrower during the accounting period
covered by such Operating Statements or financial statements, and that such review has not
disclosed the existence during or at the end of such accounting period, and that such person does
not have knowledge of the existence as of the date of such certificate, of any condition or event
which constitutes a Default or a Potential Default, or, if any such condition or event existed or
exists, specifying the nature and period of existence thereof and what action has been taken, is
being taken and is proposed to be taken with respect thereto.



9.10 COVENANT COMPLIANCE CERTIFICATE. Within sixty (60) days after the close of each of the
first, second and third fiscal quarters of the Borrower and one hundred twenty (120) days after the
end of each fiscal year of the Borrower, a certificate, in the form of Exhibit I hereto
(the “Compliance Certificate”), executed by the Chief Financial 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 8.18 hereof (measured on a consolidated basis)
on the date of such financial statements and (ii) stating whether any Potential Default or Default
exists on the date of such certificate and, if any Potential Default or Default then exists,
setting forth the details thereof and the action which the Borrower is taking or proposes to take
with respect thereto;



ARTICLE 10. DEFAULTS AND REMEDIES




10.1 DEFAULT. The occurrence of any one or more of the following shall constitute an event
of default (“Default”) under this Agreement and the other Loan Documents:



(a) Monetary. Borrower’s failure to pay when due any sums payable under the Notes or any
of the other Loan Documents or Borrower’s and/or Owner’s failure to deposit any Borrower’s Funds as
and when required under this Agreement; provided, however, Borrower shall have a grace period of
five (5) days after the date when due within which to cure such failure; or



(b) Performance of Obligations. Borrower’s, Owner’s or Guarantor’s failure to perform any
obligation in addition to those in Section 10.1(a) above under any of the Loan Documents
and the continuation of such failure for more than thirty (30) days after written notice to
Borrower from Administrative Agent requesting that Borrower cure such failure; provided,
however, if a shorter cure period is provided for the remedy of such failure elsewhere in the
Loan Documents, Borrower’s failure to perform will constitute a Default at the end of such
specified cure period; or



(c) Default in Financial Covenants. The Borrower shall fail to cure any default under
any financial covenants set forth in Section 8.18 hereof within a period of thirty (30)
days after first learning of such default. Until said Potential Default is cured, Lenders shall
have no obligation to make any additional advances under the Loan, Swingline Lender shall have no
obligation to fund any Swingline Loans, no Letters of Credit shall be amended or extended and no
additional Letters of Credit shall be issued hereunder.



(d) Use. The leasing of any of the Property in accordance with the Loan Documents is
prohibited, enjoined or delayed for a continuous period of more than thirty (30) days, or utilities
or other public services necessary for the full occupancy and utilization of the Property are
curtailed for a continuous period of more than thirty (30) days; or



(e) Liens, Attachment; Condemnation. (i) The recording of any claim of Lien against the
Property and the continuance of such claim of Lien for thirty (30) days without discharge,
satisfaction or provision for payment being made by Borrower in a manner satisfactory to
Administrative Agent; or (ii) the condemnation, seizure or appropriation of, or occurrence of an
uninsured casualty with respect to any material portion of the Property; or (iii) the sequestration
or attachment of, or any levy or execution upon any of the Property, any other collateral provided
by Borrower or Owner under any of the Loan Documents, any monies in the Borrower’s Funds Account,
or any substantial portion of the other assets of Borrower, which sequestration, attachment, levy
or execution is not released, expunged or dismissed prior to the earlier of thirty (30) days or the
sale of the assets affected thereby; or



(f) Judgment. The entry of a judgment or order for the payment of money (not
adequately covered by insurance as to which the insurance company has acknowledged coverage in
writing) shall be entered against the Borrower, any Subsidiary of the Borrower, or any other Loan
Party by any court or other tribunal




(i) which in amount, individually or together with all other such judgments or orders
entered against such Person would result in a breach of any of the financial covenants set
forth in Section 8.18. hereof, and as to which such Person has insufficent liquidity
or borrowing availability under existing Indebtedness to satisfy such judgment or order; or




(ii) which could otherwise have a material adverse effect on such Person;



(g) Representations and Warranties. The material breach of any representation or warranty
of Borrower and/or Owner in any of the Loan Documents and the continuation of such breach for more
than thirty (30) days after written notice to Borrower from Administrative Agent requesting that
Borrower cure same, it being acknowledged and agreed that in no event shall the Lenders be
obligated to make any advances under the Loan until such breach is cured; or



(h) Voluntary Bankruptcy; Insolvency; Dissolution. (i) The filing of a petition by
Borrower or Owner for relief under the Bankruptcy Code, or under any other present or future state
or federal law regarding bankruptcy, reorganization or other debtor relief law; (ii) the filing of
any pleading or an answer by Borrower or Owner in any involuntary proceeding under the Bankruptcy
Code or other debtor relief law which admits the jurisdiction of the court or the petition’s
material allegations regarding Borrower’s or Owner’s insolvency; (iii) a general assignment by
Borrower or Owner for the benefit of creditors; or (iv) Borrower and/or Owner applying for, or the
appointment of, a receiver, trustee, custodian or liquidator of Borrower or any of its property; or



(i) Involuntary Bankruptcy. The failure of Borrower or Owner to effect a full dismissal of
any involuntary petition under the Bankruptcy Code or under any other debtor relief law that is
filed against Borrower or Owner or in any way restrains or limits Borrower, Owner, Administrative
Agent or Lenders regarding the Loan or the Property, prior to the earlier of the entry of any court
order granting relief sought in such involuntary petition, or sixty (60) days after the date of
filing of such involuntary petition; or



(j) Partners; Guarantors. The occurrence of any of the events specified in Section
10.1(h) or Section 10.1(i) as to any person or entity other than Borrower and Owner,
including, without limitation, any Guarantor, which is in any manner obligated to Lender under the
Loan Documents; or



(k) Change In Management or Control. Failure to comply with the provisions contained in
Sections 8.11 and 8.19 hereof which is not cured within thirty (30) days after
obtaining knowledge of such failure; or



(l) Loss of Priority. The failure at any time of the Deed of Trust to be a valid first
lien upon the Property or any portion thereof (subject to Permitted Liens), other than as a result
of any release or reconveyance of the Deed of Trust with respect to all or any portion of the
Property pursuant to the terms and conditions of this Agreement; or the failure at any time of any
of the Loan Documents to be valid, binding and enforceable obligations of Borrower, Owner and
Guarantor; or



(m) Hazardous Materials. The discovery of any significant Hazardous Materials in, on or
about the Property subsequent to the Effective Date and the failure to remediate said Hazardous
Materials within thirty (30) days after written notice to Borrower from Administrative Agent
requesting that Borrower remediate same, it being acknowledged and agreed that in no event shall
the Lenders be obligated to make any advances under the Loan until such default is cured. In the
event such remediation is susceptible of cure but is not cured within said thirty (30) days, so
long as Borrower is diligently and continuously pursuing such cure, as evidenced to Administrative
Agent’s satisfaction, Administrative Agent shall permit Borrower an additional sixty (60) days (or
such lesser period of time as may be permitted under applicable law) to effectuate such cure;
provided, however, that such additional time shall not apply where such failure to remediate
results, in Administrative Agent’s sole judgment, in a matter which is of an emergency nature. Any
such Hazardous Materials shall be “significant” for this purpose if said Hazardous Materials, in
Administrative Agent’s sole discretion, have a materially adverse impact on the value of the
Property; or



(n) Minimum Number of Approved Assets. The existence at any time of less than three
(3) Approved Assets serving as collateral for the Loan; or



(o) ERISA. The assets of the Borrower, any Guarantor or any other Loan Party at any
time constitute assets, within the meaning of ERISA, the Internal Revenue Code and the respective
regulations promulgated thereunder, of any ERISA plan or non-ERISA plan; or



(p) Indebtedness Cross-Default. Any default by Borrower, Owner, Guarantor or any
other Loan Party which results in the acceleration of other indebtedness (or the requirement that
any such indebtedness be prepaid prior to its stated maturity) of Borrower, Owner, Guarantor or any
other Loan Party (i) with an aggregate outstanding principal amount of $10,000,000 or more with
respect to recourse indebtedness; or (ii) with an aggregate outstanding principal amount of
$25,000,000 or more with respect to non-recourse indebtedness; or



10.2 ACCELERATION UPON DEFAULT; REMEDIES. Upon the occurrence of a Default, and in
every such event, Administrative Agent shall, upon the direction of the Requisite Lenders, (i) by
notice to the Borrower terminate the Commitments, which shall thereupon terminate, and (ii) by
notice to the Borrower declare the Loan, the Swingline Loan and all other obligations and an amount
equal to the Stated Amount of all Letters of Credit then outstanding to be, and the Loan, the
Swingline Loan and all other obligations and an amount equal to the Stated Amount of all Letters of
Credit then outstanding for deposit into the Borrower’s Funds Account shall thereupon become,
immediately due and payable without presentment, demand, protest or notice of intention to
accelerate, all of which are hereby waived by Borrower and Owner. Notwithstanding the foregoing,
upon the occurrence of any Default specified in Sections 10.1(f) through (i) above,
without any notice to the Borrower or any other act by Administrative Agent, the Commitments shall
thereupon immediately and automatically terminate and the Loan, the Swingline Loan and all other
obligations and an amount equal to the Stated Amount of all Letters of Credit then outstanding for
deposit into the Borrower’s Funds Account shall become immediately due and payable without
presentment, demand, protest, notice of intention to accelerate or notice of acceleration, or other
notice of any kind, all of which are hereby waived by the Borrower and Owner. Upon the occurrence
and during the continuance of a Default, the right of the Borrower to request advances, Swingline
Loans or additional Letters of Credit (or extensions or modifications thereof) shall be suspended.



10.3 DISBURSEMENTS TO THIRD PARTIES. Upon the occurrence of a Default occasioned by
Borrower’s and/or Owner’s failure to pay money to a third party as required by this Agreement,
Administrative Agent may but shall not be obligated to make such payment from the Loan proceeds,
Borrower’s Funds, or other funds of Lenders. If such payment is made from proceeds of the Loan or
from Borrower’s Funds, Borrower shall immediately deposit with Administrative Agent, upon written
demand, an amount equal to such payment. If such payment is made from funds of Lenders, Borrower
shall immediately repay such funds upon written demand of Administrative Agent. In either case,
the Default with respect to which any such payment has been made by Administrative Agent or Lenders
shall not be deemed cured until such deposit or repayment (as the case may be) has been made by
Borrower to Administrative Agent.



10.4 ADMINISTRATIVE AGENT’S OPERATION OF THE PROPERTY. Upon the occurrence of a Default,
Administrative Agent may, upon five (5) days prior written notice to Borrower, and with or without
legal process, take possession of the Property, remove Borrower, Owner and all agents, employees
and contractors of Borrower and Owner from the Property, complete any work of construction and
market and sell or lease the Property. For this purpose, Borrower and Owner irrevocably appoint
Administrative Agent as their attorney-in-fact, which agency is coupled with an interest. As
attorney-in-fact, Administrative Agent may, in Borrower’s and/or Owner’s name, take or omit to take
any action Administrative Agent may deem appropriate, including, without limitation, exercising
Borrower’s and/or Owner’s rights under the Loan Documents and all contracts concerning the
Property.



10.5 REPAYMENT OF FUNDS ADVANCED. Any funds expended by Administrative Agent or any Lender
in the exercise of its rights or remedies under this Agreement and the other Loan Documents shall
be payable to Administrative Agent upon demand, together with interest at the rate applicable to
the principal balance of the Loan from the date the funds were expended.



10.6 RIGHTS CUMULATIVE, NO WAIVER. All Administrative Agent’s and Lenders’ rights and
remedies provided in this Agreement and the other Loan Documents, together with those granted by
law or at equity, are cumulative and may be exercised by Administrative Agent or Lenders at any
time. Administrative Agent’s or any Lender’s exercise of any right or remedy shall not constitute
a cure of any Default unless all sums then due and payable to Lenders under the Loan Documents are
repaid and Borrower and/or Owner has cured all other Defaults. No waiver shall be implied from any
failure of Administrative Agent or any Lender to take, or any delay by Administrative Agent or any
Lender in taking, action concerning any Default or failure of condition under the Loan Documents,
or from any previous waiver of any similar or unrelated Default or failure of condition. Any
waiver or approval under any of the Loan Documents must be in writing and shall be limited to its
specific terms.



	 	 	 
	ARTICLE 11.	 	THE ADMINISTRATIVE AGENT; INTERCREDITOR PROVISIONS
	11.1

	 	APPOINTMENT AND AUTHORIZATION.
	
 
	 	 






(a) Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to take
such action as contractual representative on such Lender’s behalf and to exercise such powers under
this Agreement and the other Loan Documents as are specifically delegated to the Administrative
Agent by the terms hereof and thereof, together with such powers as are reasonably incidental
thereto. Not in limitation of the foregoing, each Lender authorizes and directs the Administrative
Agent to enter into the Loan Documents for the benefit of the Lenders.



(b) Each Lender hereby agrees that, except as otherwise set forth herein, any action taken by
the Requisite Lenders in accordance with the provisions of this Agreement and the Loan Documents,
and the exercise by the Requisite Lenders of the powers set forth herein or therein, together with
such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of
the Lenders.



(c) Nothing herein shall be construed to deem the Administrative Agent a trustee or fiduciary
for any Lender or to impose on the Administrative Agent duties or obligations other than those
expressly provided for herein. Without limiting the generality of the foregoing, the use of the
terms “Administrative Agent”, “Agent”, “agent” and similar terms in the Loan Documents with
reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or
express) obligations arising under agency doctrine of any applicable law. Instead, use of such
terms is merely a matter of market custom, and is intended to create or reflect only an
administrative relationship between independent contracting parties.



(d) The Administrative Agent shall deliver to each Lender, promptly upon receipt thereof by
the Administrative Agent, copies of each of the financial statements, certificates, notices and
other documents delivered to the Administrative Agent pursuant to Article 9. The
Administrative Agent will also furnish to any Lender, upon the request of such Lender, a copy (or,
where appropriate, an original) of any document, instrument, agreement, certificate or notice
furnished to the Administrative Agent by the Borrower, any Loan Party or any other Affiliate of the
Borrower, pursuant to this Agreement or any other Loan Document not already delivered to such
Lender pursuant to the terms of this Agreement or any such other Loan Document.



(e) As to any matters not expressly provided for by the Loan Documents (including, without
limitation, enforcement or collection of any of Borrower’s obligations hereunder), Administrative
Agent shall not be required to exercise any discretion or take any action, but shall be required to
act or to refrain from acting (and shall be fully protected in so acting or refraining from acting)
upon the instructions of the Requisite Lenders (or all of the Lenders if explicitly required under
any other provision of this Agreement), and such instructions shall be binding upon all Lenders and
all holders of any of the obligations of Borrower; provided, however, that,
notwithstanding anything in this Agreement to the contrary, the Administrative Agent shall not be
required to take any action which exposes the Administrative Agent to personal liability or which
is contrary to this Agreement or any other Loan Document or Requirements of Law. Not in limitation
of the foregoing, the Administrative Agent shall exercise any right or remedy it or the Lenders may
have under any Loan Document upon the occurrence of a Potential Default or Default unless the
Requisite Lenders have directed the Administrative Agent otherwise. Without limiting the
foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as
a result of the Administrative Agent acting or refraining from acting under this Agreement or the
other Loan Documents, in accordance with the instructions of the Requisite Lenders, or where
applicable, all the Lenders.



11.2 WELLS FARGO AS LENDER. Wells Fargo, as a Lender, shall have the same rights and
powers under this Agreement and any other Loan Document as any other Lender and may exercise the
same as though it were not the Administrative Agent; and the term “Lender” or “Lenders” shall,
unless otherwise expressly indicated, include Wells Fargo in each case in its individual capacity.
Wells Fargo and its affiliates may each accept deposits from, maintain deposits or credit balances
for, invest in, lend money to, act as trustee under indentures of, serve as financial advisor to,
and generally engage in any kind of business with the Borrower, any other Loan Party or any other
affiliate thereof as if it were any other bank and without any duty to account therefor to the
other Lenders. Further, the Administrative Agent and any affiliate may accept fees and other
consideration from the Borrower for services in connection with this Agreement and otherwise
without having to account for the same to the other Lenders. The Lenders acknowledge that,
pursuant to such activities, Wells Fargo or its affiliates may receive information regarding the
Borrower, other Loan Parties, other subsidiaries and other Affiliates (including information that
may be subject to confidentiality obligations in favor of such Person) and acknowledge that the
Administrative Agent shall be under no obligation to provide such information to them.



11.3 LOAN DISBURSEMENTS.  



(a) Following receipt of a complete Application for Payment, Administrative Agent shall send a
copy thereof by facsimile to each other Lender and shall otherwise notify each Lender of the
proposed disbursement and the Funding Date (as such term is defined in Exhibit C attached
hereto). Each Lender shall make available to Administrative Agent (or the funding bank or entity
designated by Administrative Agent), the amount of such Lender’s Pro Rata Share of such
disbursement in immediately available funds not later than the times designated in Section
11.3(b). Unless Administrative Agent shall have been notified by any Lender not later than the
close of business (San Francisco time) on the Business Day immediately preceding the Funding Date
in respect of any disbursement that such Lender does not intend to make available to Administrative
Agent such Lender’s Pro Rata Share of such disbursement, Administrative Agent may assume that such
Lender shall make such amount available to Administrative Agent. If any Lender does not notify
Administrative Agent of its intention not to make available its Pro Rata Share of such disbursement
as described above, but does not for any reason make available to Administrative Agent such
Lender’s Pro Rata Share of such disbursement, such Lender shall pay to Administrative Agent
forthwith on demand such amount, together with interest thereon at the Federal Funds Rate. In any
case where a Lender does not for any reason make available to Administrative Agent such Lender’s
Pro Rata Share of such disbursement, Administrative Agent, in its sole discretion, may, but shall
not be obligated to, fund to Borrower such Lender’s Pro Rata Share of such disbursement. If
Administrative Agent funds to Borrower such Lender’s Pro Rata Share of such disbursement and if
such Lender subsequently pays to Administrative Agent such corresponding amount, such amount so
paid shall constitute such Lender’s Pro Rata Share of such disbursement. Nothing in this
Section 11.3(a) shall alter the respective rights and obligations of the parties hereunder
in respect of a Defaulting Lender or a Non-Pro Rata Advance.



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



(c) Nothing in this Section 11.3 shall be deemed to relieve any Lender of its
obligation hereunder to make its Pro Rata Share of disbursements on any Funding Date, nor shall
Administrative Agent or any Lender be responsible for the failure of any other Lender to perform
its obligations to make any disbursement hereunder, and the Commitment of any Lender shall not be
increased or decreased as a result of the failure by any other Lender to perform its obligation to
make a disbursement.



11.4 DISTRIBUTION AND APPORTIONMENT OF PAYMENTS; DEFAULTING LENDERS.



(a) Subject to Section 11.4(b) below, payments actually received by Administrative
Agent for the account of Lenders shall be paid to them promptly after receipt thereof by
Administrative Agent, but in any event within two (2) Business Days, provided that Administrative
Agent shall pay to Lenders interest thereon, at the lesser of (i) the Federal Funds Rate and (ii)
the rate of interest applicable to the Loan, from the Business Day following receipt of such funds
by Administrative Agent until such funds are paid in immediately available funds to Lenders. All
payments of principal, interest, and other payments under the Loan Documents shall be allocated
among such of Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares in
the Loan or otherwise as provided herein or as separately agreed by Administrative Agent and any
Lender. Administrative Agent shall promptly distribute, but in any event within two (2) Business
Days, to each Lender at its primary address set forth on the appropriate signature page hereof or
on the Assignment and Assumption Agreement, or at such other address as a Lender may request in
writing, such funds as it may be entitled to receive, provided that Administrative Agent shall in
any event not be bound to inquire into or determine the validity, scope or priority of any interest
or entitlement of any Lender and may suspend all payments and seek appropriate relief (including,
without limitation, instructions from Requisite Lenders or all Lenders, as applicable, or an action
in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or
distribution contemplated hereby. The order of priority herein is set forth solely to determine
the rights and priorities of Lenders as among themselves and may at any time or from time to time
be changed by Lenders as they may elect, in writing in accordance with this Agreement, without
necessity of notice to or consent of or approval by Borrower, Owner, Guarantor or any other Person.
All payments or other sums received by Administrative Agent for the account of Lenders shall not
constitute property or assets of the Administrative Agent and shall be held by Administrative
Agent, solely in its capacity as agent for itself and the other Lenders, subject to the Loan
Documents.



(b) Notwithstanding any provision hereof to the contrary, until such time as a Defaulting
Lender has funded its Pro Rata Share of a Protective Advance or prior Loan disbursements which was
previously a Non-Pro Rata Advance, or all other Lenders have received payment in full (whether by
repayment or prepayment) of the amounts due in respect of such Non-Pro Rata Advance, all of the
indebtedness and obligations owing to such Defaulting Lender hereunder shall be subordinated in
right of payment, as provided in the following sentence, to the prior payment in full of all
principal, interest and fees in respect of all Non-Pro Rata Advances in which the Defaulting Lender
has not funded its Pro Rata Share (such principal, interest and fees being referred to as “Senior
Loans”). All amounts paid by Borrower and otherwise due to be applied to the indebtedness and
obligations owing to the Defaulting Lender pursuant to the terms hereof shall be distributed by
Administrative Agent to the other Lenders in accordance with their respective Pro Rata Shares of
the Loan (recalculated for purposes hereof to exclude the Defaulting Lender’s Pro Rata Share of the
Loan), until all Senior Loans have been paid in full. This provision governs only the relationship
among Administrative Agent, each Defaulting Lender, and the other Lenders; nothing hereunder shall
limit the obligations of Borrower and Owner under this Agreement. The provisions of this section
shall apply and be effective regardless of whether a Default occurs and is then continuing, and
notwithstanding (a) any other provision of this Agreement to the contrary, (b) any instruction of
Borrower as to its desired application of payments or (c) the suspension of such Defaulting
Lender’s right to vote on matters which are subject to the consent or approval of Requisite Lenders
or all Lenders. Administrative Agent shall be entitled to (i) withhold or setoff, and to apply to
the payment of the defaulted amount and any related interest, any amounts to be paid to such
Defaulting Lender under this Agreement, and (ii) bring an action or suit against such Defaulting
Lender in a court of competent jurisdiction to recover the defaulted amount and any related
interest. In addition, the Defaulting Lender shall indemnify, defend and hold Administrative Agent
and each of the other Lenders harmless from and against any and all liabilities and costs, plus
interest thereon at the Default Rate as set forth in the Notes, which they may sustain or incur by
reason of or as a direct consequence of the Defaulting Lender’s failure or refusal to perform its
obligations under this Agreement.



11.5 PRO RATA TREATMENT. Except to the extent otherwise provided herein: (a) each
borrowing from Lenders shall be made from the Lenders, each payment of the fees shall be made for
the account of the Lenders, and each termination or reduction of the amount of the Commitments
pursuant to this Agreement shall be applied to the respective Commitments of the Lenders, pro rata
according to the amounts of their respective Commitments; (b) each payment or prepayment of
principal of the Loan by the Borrower shall be made for the account of the Lenders pro rata in
accordance with the respective unpaid principal amounts of the Loan held by them, provided that if
immediately prior to giving effect to any such payment in respect of the Loan the outstanding
principal amount of the Loan shall not b e held by the Lenders pro rata in accordance with their
respective Commitments in effect at the time the Loan was made, then such payment shall be applied
to the Loan in such manner as shall result, as nearly as is practicable, in the outstanding
principal amount of the Loan being held by the Lenders pro rata in accordance with their respective
Commitments; (c) each payment of interest on the Loan by the Borrower shall be made for the account
of the Lenders pro rata in accordance with the amounts of interest on the Loan then due and
payable to the respective Lenders; (e) the Lenders’ participation in, and payment obligations in
respect of, Swingline Loans under Section 2.5, shall be in accordance with their respective
Pro Rata Shares; and (f) the Lenders’ participation in, and payment obligations in respect of,
Letters of Credit under Section 2.11, shall be pro rata in accordance with their respective
Commitments. All payments of principal, interest, fees and other amounts in respect of the
Swingline Loans shall be for the account of the Swingline Lender only (except to the extent any
Lender shall have acquired a participating interest in any such Swingline Loan pursuant to
Section 2.5).

        .


11.6 SHARING OF PAYMENTS, ETC. Lenders agree among themselves that (i) with respect
to all amounts received by them which are applicable to the payment of the obligations of Borrower,
Owner or Guarantor under the Loan, equitable adjustment will be made so that, in effect, all such
amounts will be shared among them ratably in accordance with their Pro Rata Shares in the Loan,
whether received by voluntary payment, by counterclaim or cross action or by the enforcement of any
or all of such obligations, (ii) if any of them shall by voluntary payment or by the exercise of
any right of counterclaim or otherwise, receive payment of a proportion of the aggregate amount of
such obligations held by it which is greater than its Pro Rata Share in the Loan of the payments on
account of such obligations, the one receiving such excess payment shall purchase, without recourse
or warranty, an undivided interest and participation (which it shall be deemed to have done
simultaneously upon the receipt of such payment) in such obligations owed to the others so that all
such recoveries with respect to such obligations shall be applied ratably in accordance with such
Pro Rata Shares; provided, that if all or part of such excess payment received by the purchasing
party is thereafter recovered from it, those purchases shall be rescinded and the purchase prices
paid for such participations shall be returned to that party to the extent necessary to adjust for
such recovery, but without interest except to the extent the purchasing party is required to pay
interest in connection with such recovery. Borrower and Owner agree that any Lender so purchasing
a participation from another Lender pursuant to this Section 11.6 may, to the fullest
extent permitted by law, exercise all its rights of payment with respect to such participation as
fully as if such Lender were the direct creditor of Borrower and/or Owner in the amount of such
participation.



11.7 COLLATERAL MATTERS; PROTECTIVE ADVANCES.



(a) Each Lender hereby authorizes the Administrative Agent, without the necessity of any
notice to or further consent from any Lender, from time to time prior to a Default, to take any
action with respect to any Collateral or Loan Documents which may be necessary to perfect and
maintain perfected the Liens upon the Collateral granted pursuant to any of the Loan Documents.



(b) The Lenders hereby authorize the Administrative Agent, at its option and in its
discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral
(i) upon termination of the Commitments and indefeasible payment and satisfaction in full of all of
obligations of Borrower hereunder; (ii) as expressly permitted by, but only in accordance with, the
terms of the applicable Loan Document; and (iii) if approved, authorized or ratified in writing by
the Requisite Lenders (or such greater number of Lenders as this Agreement or any other Loan
Document may expressly provide). Upon request by the Administrative Agent at any time, the Lenders
will confirm in writing the Administrative Agent’s authority to release particular types or items
of Collateral pursuant to this Section.



(c) Upon any sale and transfer of Collateral which is expressly permitted pursuant to the
terms of this Agreement, and upon at least five (5) Business Days’ prior written request by the
Borrower, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to)
execute such documents as may be necessary to evidence the release of the Liens granted to the
Administrative Agent for the benefit of the Lenders herein or pursuant hereto upon the Collateral
that was sold or transferred; provided, however, that (i) the Administrative Agent
shall not be required to execute any such document on terms which, in the Administrative Agent’s
opinion, would expose the Administrative Agent to liability or create any obligation or entail any
consequence other than the release of such Liens without recourse or warranty and (ii) such release
shall not in any manner discharge, affect or impair the obligations of Borrower or Owner or any
Liens upon (or obligations of the Borrower or any other Loan Party in respect of) all interests
retained by the Borrower or any other Loan Party, including (without limitation) the proceeds of
such sale or transfer, all of which shall continue to constitute part of the Collateral. In the
event of any sale or transfer of Collateral, or any foreclosure with respect to any of the
Collateral, the Administrative Agent shall be authorized to deduct all of the expenses reasonably
incurred by the Administrative Agent from the proceeds of any such sale, transfer or foreclosure.



(d) The Administrative Agent shall have no obligation whatsoever to the Lenders or to any
other Person to assure that the Collateral exists or is owned by the Borrower or any other Loan
Party or is cared for, protected or insured or that the Liens granted to the Administrative Agent
herein or pursuant hereto have been properly or sufficiently or lawfully created, perfected,
protected or enforced or are entitled to any particular priority, or to exercise or to continue
exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the
rights, authorities and powers granted or available to the Administrative Agent in this Section or
in any of the Loan Documents, it being understood and agreed that in respect of the Collateral, or
any act, omission or event related thereto, the Administrative Agent may act in any manner it may
deem appropriate, in its sole discretion, given the Administrative Agent’s own interest in the
Collateral as one of the Lenders and that the Administrative Agent shall have no duty or liability
whatsoever to the Lenders, except to the extent resulting from its gross negligence or willful
misconduct. The Administrative Agent may make, and shall be reimbursed by the Lenders (in
accordance with their Pro Rata Shares) to the extent not reimbursed by the Borrower for, Protective
Advances during any one calendar year with respect to any Property.



(e) Protective Advances in excess of said sum during any calendar year for any Property that
is Collateral shall require the consent of the Requisite Lenders. The Borrower agrees to pay on
demand all Protective Advances.



(f) Each Lender agrees that it will not take any action, nor institute any actions or
proceedings, against Borrower or any other obligor hereunder under the Loan Documents with respect
to exercising claims against or rights in the Collateral without the written consent of Requisite
Lenders.



11.8 POST-FORECLOSURE PLANS. If all or any portion of the Collateral is acquired by
the Administrative Agent as a result of a foreclosure or the acceptance of a deed or assignment in
lieu of foreclosure, or is retained in satisfaction of all or any part of the obligations of
Borrower and Owner hereunder, the title to any such Collateral, or any portion thereof, shall be
held in the name of the Administrative Agent or a nominee or subsidiary of the Administrative
Agent, as agent, for the ratable benefit of all Lenders. The Administrative Agent shall prepare a
recommended course of action for such Collateral (a “Post-Foreclosure Plan”), which shall be
subject to the approval of the Requisite Lenders. In accordance with the approved Post-Foreclosure
Plan, the Administrative Agent shall manage, operate, repair, administer, complete, construct,
restore or otherwise deal with the Collateral acquired, and shall administer all transactions
relating thereto, including, without limitation, employing a management agent, leasing agent and
other agents, contractors and employees, including agents for the sale of such Collateral, and the
collecting of rents and other sums from such Collateral and paying the expenses of such Collateral.
Actions taken by the Administrative Agent with respect to the Collateral, which are not
specifically provided for in the approved Post-Foreclosure Plan or reasonably incidental thereto,
shall require the written consent of the Requisite Lenders by way of supplement to such
Post-Foreclosure Plan. Upon demand therefor from time to time, each Lender will contribute its
share (based on its Pro Rata Share) of all reasonable costs and expenses incurred by the
Administrative Agent pursuant to the approved Post-Foreclosure Plan in connection with the
construction, operation, management, maintenance, leasing and sale of such Collateral. In
addition, the Administrative Agent shall render or cause to be rendered to each Lender, on a
monthly basis, an income and expense statement for such Collateral, and each Lender shall promptly
contribute its Pro Rata Share of any operating loss for such Collateral, and such other expenses
and operating reserves as the Administrative Agent shall deem reasonably necessary pursuant to and
in accordance with the approved Post-Foreclosure Plan. To the extent there is net operating income
from such Collateral, the Administrative Agent shall, in accordance with the approved
Post-Foreclosure Plan, determine the amount and timing of distributions to the Lenders. All such
distributions shall be made to the Lenders in accordance with their respective Pro Rata Shares.
The Lenders acknowledge and agree that if title to any Collateral is obtained by the Administrative
Agent or its nominee, such Collateral will not be held as a permanent investment but will be
liquidated as soon as practicable. The Administrative Agent shall undertake to sell such
Collateral, at such price and upon such terms and conditions as the Requisite Lenders reasonably
shall determine to be most advantageous to the Lenders. Any purchase money mortgage or deed of
trust taken in connection with the disposition of such Collateral in accordance with the
immediately preceding sentence shall name the Administrative Agent, as agent for the Lenders, as
the beneficiary or mortgagee. In such case, the Administrative Agent and the Lenders shall enter
into an agreement with respect to such purchase money mortgage or deed of trust defining the rights
of the Lenders in the same Pro Rata Shares as provided hereunder, which agreement shall be in all
material respects similar to this Article insofar as the same is appropriate or applicable.



11.9 APPROVALS OF LENDERS. All communications from the Administrative Agent to any
Lender requesting such Lender’s determination, consent, approval or disapproval (a) shall be given
in the form of a written notice to such Lender, (b) shall be accompanied by a description of the
matter or issue as to which such determination, approval, consent or disapproval is requested, or
shall advise such Lender where information, if any, regarding such matter or issue may be
inspected, or shall otherwise describe the matter or issue to be resolved, (c) shall include, if
reasonably requested by such Lender and to the extent not previously provided to such Lender,
written materials and a summary of all oral information provided to the Administrative Agent by the
Borrower in respect of the matter or issue to be resolved, and (d) shall include the Administrative
Agent’s recommended course of action or determination in respect thereof. Unless a Lender shall
give written notice to the Administrative Agent that it specifically objects to the recommendation
or determination of the Administrative Agent (together with a reasonable written explanation of the
reasons behind such objection) within ten (10) Business Days (or such lesser or greater period as
may be specifically required under the express terms of the Loan Documents) of receipt of such
communication, such Lender shall be deemed to have conclusively approved of or consented to such
recommendation or determination.



11.10 NOTICE OF DEFAULTS. The Administrative Agent shall not be deemed to have
knowledge or notice of the occurrence of a Default or Potential Default unless the Administrative
Agent has received notice from a Lender or the Borrower referring to this Agreement, describing
with reasonable specificity such Default or Potential Default and stating that such notice is a
“notice of default”. If any Lender (excluding the Lender which is also serving as the
Administrative Agent) becomes aware of any Default or Potential Default, it shall promptly send to
the Administrative Agent such a “notice of default”. Further, if the Administrative Agent receives
such a “notice of default,” the Administrative Agent shall give prompt notice thereof to the
Lenders.



11.11 ADMINISTRATIVE AGENT’S RELIANCE, ETC. Notwithstanding any other provisions of
this Agreement, any other Loan Documents, neither the Administrative Agent nor any of its
directors, officers, agents, employees or counsel shall be liable for any action taken or not taken
by it under or in connection with this Agreement or any other Loan Document, except for its or
their own gross negligence or willful misconduct in connection with its duties expressly set forth
herein or therein. Without limiting the generality of the foregoing, the Administrative Agent: may
consult with legal counsel (including its own counsel or counsel for the Borrower or any other Loan
Party), independent public accountants and other experts selected by it and shall not be liable for
any action taken or omitted to be taken in good faith by it in accordance with the advice of such
counsel, accountants or experts. Neither the Administrative Agent nor any of its directors,
officers, agents, employees or counsel: (a) makes any warranty or representation to any Lender or
any other Person and shall be responsible to any Lender or any other Person for any statement,
warranty or representation made or deemed made by the Borrower, any other Loan Party or any other
Person in or in connection with this Agreement or any other Loan Document; (b) shall have any duty
to ascertain or to inquire as to the performance or observance of any of the terms, covenants or
conditions of this Agreement or any other Loan Document or the satisfaction of any conditions
precedent under this Agreement or any Loan Document on the part of the Borrower, Owner, Guarantor
or other Persons or inspect the property, books or records of the Borrower, Owner, Guarantor or any
other Person; (c) shall be responsible to any Lender for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document, any
other instrument or document furnished pursuant thereto or any Collateral covered thereby or the
perfection or priority of any Lien in favor of the Administrative Agent on behalf of the Lenders in
any such Collateral; (d) shall have any liability in respect of any recitals, statements,
certifications, representations or warranties contained in any of the Loan Documents or any other
document, instrument, agreement, certificate or statement delivered in connection therewith; and
(e) shall incur any liability under or in respect of this Agreement or any other Loan Document by
acting upon any notice, consent, certificate or other instrument or writing (which may be by
telephone, telecopy or electronic mail) believed by it to be genuine and signed, sent or given by
the proper party or parties. The Administrative Agent may execute any of its duties under the Loan
Documents by or through agents, employees or attorneys-in-fact and shall not be responsible for the
negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross
negligence or willful misconduct.



11.12 INDEMNIFICATION OF ADMINISTRATIVE AGENT. Regardless of whether the transactions
contemplated by this Agreement and the other Loan Documents are consummated, each Lender agrees to
indemnify the Administrative Agent (to the extent not reimbursed by the Borrower and without
limiting the obligation of the Borrower to do so) pro rata in accordance with such Lender’s
respective Pro Rata Share, from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature
whatsoever which may at any time be imposed on, incurred by, or asserted against the Administrative
Agent (in its capacity as Administrative Agent but not as a “Lender”) in any way relating to or
arising out of the Loan Documents, any transaction contemplated hereby or thereby or any action
taken or omitted by the Administrative Agent under the Loan Documents (collectively, “Indemnifiable
Amounts”); provided, however, that no Lender shall be liable for any portion of such Indemnifiable
Amounts to the extent resulting from the Administrative Agent’s gross negligence or willful
misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment
provided, however, that no action taken in accordance with the directions of the Requisite Lenders
shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section.
Without limiting the generality of the foregoing, each Lender agrees to reimburse the
Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the
obligation of the Borrower to do so) promptly upon demand for its ratable share of any
out-of-pocket expenses (including the reasonable fees and expenses of the counsel to the
Administrative Agent) incurred by the Administrative Agent in connection with the preparation,
negotiation, execution, administration, or enforcement (whether through negotiations, legal
proceedings, or otherwise) of, or legal advice with respect to the rights or responsibilities of
the parties under, the Loan Documents, any suit or action brought by the Administrative Agent to
enforce the terms of the Loan Documents and/or collect any obligation of Borrower hereunder, any
“lender liability” suit or claim brought against the Administrative Agent and/or the Lenders, and
any claim or suit brought against the Administrative Agent and/or the Lenders arising under any
Hazardous Materials Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced
by the Lenders on the request of the Administrative Agent notwithstanding any claim or assertion
that the Administrative Agent is not entitled to indemnification hereunder upon receipt of an
undertaking by the Administrative Agent that the Administrative Agent will reimburse the Lenders if
it is actually and finally determined by a court of competent jurisdiction that the Administrative
Agent is not so entitled to indemnification. The agreements in this Section shall survive the
payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and
the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for
any Indemnifiable Amount following payment by any Lender to the Administrative Agent in respect of
such Indemnifiable Amount pursuant to this Section, the Administrative Agent shall share such
reimbursement on a ratable basis with each Lender making any such payment.



11.13 LENDER CREDIT DECISION, ETC. Each Lender expressly acknowledges and agrees that
neither the Administrative Agent nor any of its officers, directors, employees, agents, counsel,
attorneys-in-fact or other affiliates has made any representations or warranties to such Lender and
that no act by the Administrative Agent hereafter taken, including any review of the affairs of the
Borrower, any other Loan Party or Affiliate, shall be deemed to constitute any such representation
or warranty by the Administrative Agent to any Lender. Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent, any other Lender or counsel to
the Administrative Agent, or any of their respective officers, directors, employees, agents or
counsel, and based on the financial statements of the Borrower, the other Loan Parties or
Affiliates, and inquiries of such Persons, its independent due diligence of the business and
affairs of the Borrower, the other Loan Parties and other Persons, its review of the Loan
Documents, the legal opinions required to be delivered to it hereunder, the advice of its own
counsel and such other documents and information as it has deemed appropriate, made its own credit
and legal analysis and decision to enter into this Agreement and the transactions contemplated
hereby. Each Lender also acknowledges that it will, independently and without reliance upon the
Administrative Agent, any other Lender or counsel to the Administrative Agent or any of their
respective officers, directors, employees and agents, and based on such review, advice, documents
and information as it shall deem appropriate at the time, continue to make its own decisions in
taking or not taking action under the Loan Documents. The Administrative Agent shall not be
required to keep itself informed as to the performance or observance by the Borrower or any other
Loan Party of the Loan Documents or any other document referred to or provided for therein or to
inspect the properties or books of, or make any other investigation of, the Borrower, any other
Loan Party. Except for notices, reports and other documents and information expressly required to
be furnished to the Lenders by the Administrative Agent under this Agreement, any of the other Loan
Documents, the Administrative Agent shall have no duty or responsibility to provide any Lender with
any credit or other information concerning the business, operations, property, financial and other
condition or creditworthiness of the Borrower, any other Loan Party or any other Affiliate thereof
which may come into possession of the Administrative Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or other Affiliates. Each Lender acknowledges that the
Administrative Agent’s legal counsel in connection with the transactions contemplated by this
Agreement is only acting as counsel to the Administrative Agent and is not acting as counsel to
such Lender.



11.14 SUCCESSOR ADMINISTRATIVE AGENT. Administrative Agent may resign at any time as
Administrative Agent under the Loan Documents by giving written notice thereof to the Lenders and
the Borrower. Upon any such resignation, the Requisite Lenders shall have the right to appoint a
successor Administrative Agent which appointment shall, provided no Default or Potential Default
exists, be subject to the Borrower’s approval, which approval shall not be unreasonably withheld or
delayed (except that the Borrower shall, in all events, be deemed to have approved each Lender and
any of its Affiliates as a successor Administrative Agent). If no successor Administrative Agent
shall have been so appointed in accordance with the immediately preceding sentence, and shall have
accepted such appointment, within thirty (30) days after the current Administrative Agent’s giving
of notice of resignation, then the current Administrative Agent may, on behalf of the Lenders,
appoint a successor Administrative Agent, which shall be a Lender, if any Lender shall be willing
to serve, and otherwise shall be an Eligible Assignee. Upon the acceptance of any appointment as
Administrative Agent hereunder by a successor Administrative Agent, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and
duties of the current Administrative Agent, and the current Administrative Agent shall be
discharged from its duties and obligations under the Loan Documents. After any Administrative
Agent’s resignation hereunder as Administrative Agent, the provisions of this Article 11.
shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while
it was Administrative Agent under the Loan Documents. Notwithstanding anything contained herein to
the contrary, the Administrative Agent may assign its rights and duties under the Loan Documents to
any of it’s Affiliates by giving the Borrower and each Lender prior written notice.



ARTICLE 12. MISCELLANEOUS PROVISIONS




12.1 INDEMNITY. BORROWER AND OWNER HEREBY AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS
ADMINISTRATIVE AGENT AND EACH LENDER, THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS,
SUCCESSORS AND ASSIGNS (”INDEMNITEES”) FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES,
CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION,
ATTORNEYS’ FEES AND EXPENSES) WHICH ADMINISTRATIVE AGENT OR ANY LENDER MAY INCUR AS A DIRECT OR
INDIRECT CONSEQUENCE OF: (A) THE PURPOSE TO WHICH BORROWER APPLIES THE LOAN PROCEEDS; (B) THE
FAILURE OF BORROWER AND/OR OWNER TO PERFORM ANY OBLIGATIONS AS AND WHEN REQUIRED BY THIS AGREEMENT,
ANY OF THE OTHER LOAN DOCUMENTS OR ANY OTHER RELATED DOCUMENT; (C) ANY FAILURE AT ANY TIME OF ANY
OF BORROWER’S AND/OR OWNER’S REPRESENTATIONS OR WARRANTIES TO BE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS; OR (D) ANY ACT OR OMISSION BY BORROWER, OWNER CONSTITUENT PARTNER OR MEMBER OF BORROWER
OR OWNER. BORROWER SHALL PROMPTLY PAY TO ADMINISTRATIVE AGENT OR SUCH LENDER UPON DEMAND ANY
AMOUNTS OWING UNDER THIS INDEMNITY, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES
UNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE LOAN. BORROWER’S AND
OWNER’S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS ADMINISTRATIVE AGENT AND EACH
LENDER SHALL SURVIVE CANCELLATION OF THE NOTES AND THE RELEASE, RECONVEYANCE OR PARTIAL
RECONVEYANCE OF THE DEED OF TRUST; PROVIDED THAT BORROWER AND OWNER SHALL NOT INDEMNIFY AND HOLD
HARMLESS ANY INDEMNITEE TO THE EXTENT THE ABOVE WERE CAUSED BY THE GROSS NEGLIGENCE OR INTENTIONAL
MISCONDUCT OF SUCH INDEMNITEE.



12.2 FORM OF DOCUMENTS. The form and substance of all documents, instruments, and forms of
evidence to be delivered to Administrative Agent under the terms of this Agreement, any of the
other Loan Documents shall be subject to Administrative Agent s approval and shall not be modified,
superseded or terminated in any respect without Administrative Agent’s prior written approval.



12.3 NO THIRD PARTIES BENEFITED. No person other than Administrative Agent, Lenders,
Borrower and Owner and their permitted successors and assigns shall have any right of action under
any of the Loan Documents.



12.4 NOTICES. All notices, demands, or other communications under this Agreement and the
other Loan Documents shall be in writing and shall be delivered to the appropriate party at the
address set forth on the signature page of this Agreement (subject to change from time to time by
written notice to all other parties to this Agreement). All communications shall be deemed served
upon delivery of, or if mailed, upon the first to occur of receipt or the expiration of three (3)
days after the deposit in the United States Postal Service mail, postage prepaid and addressed to
the address of Borrower, Owner or Administrative Agent and Lenders at the address specified;
provided, however, that non-receipt of any communication as the result of any
change of address of which the sending party was not notified or as the result of a refusal to
accept delivery shall be deemed receipt of such communication.



12.5 ATTORNEY-IN-FACT. Borrower and Owner hereby irrevocably appoint and authorize
Administrative Agent, as their attorney-in-fact, which agency is coupled with an interest, to
execute and/or record in Administrative Agent’s or Borrower’s or Owner’s name any notices,
instruments or documents that Administrative Agent deems appropriate to protect Lenders’ interest
under any of the Loan Documents.



12.6 ACTIONS. Borrower and Owner agree that Administrative Agent or any Lender, in
exercising the rights, duties or liabilities of Administrative Agent, Lenders, Borrower or Owner
under the Loan Documents, may commence, appear in or defend any action or proceeding purporting to
affect the Property, the Loan Documents and Borrower shall promptly reimburse Administrative Agent
or such Lender upon demand for all such expenses so incurred or paid by Administrative Agent or
such Lender, including, without limitation, attorneys’ fees and expenses and court costs.



12.7 RIGHT OF CONTEST. Borrower and Owner may contest in good faith any claim, demand,
levy or assessment (other than Liens) by any person other than Administrative Agent or Lenders
which would constitute a Default if: (a) Owner pursues the contest diligently, in a manner which
Administrative Agent determines is not prejudicial to Administrative Agent or any Lender, and does
not impair the rights of Administrative Agent or any Lender under any of the Loan Documents; and
(b) Owner deposits with Administrative Agent any funds or other forms of assurance which
Administrative Agent in good faith determines from time to time appropriate to protect
Administrative Agent and each Lender from the consequences of the contest being unsuccessful.
Owner’s compliance with this Section shall operate to prevent such claim, demand, levy or
assessment from becoming a Default.



12.8 RELATIONSHIP OF PARTIES. The relationship of Borrower, Owner, Administrative Agent
and Lenders under the Loan Documents is, and shall at all times remain, solely that of borrower,
guarantor and lender, and Administrative Agent and Lenders neither undertake nor assumes any
responsibility or duty to Borrower or Owner or to any third party with respect to the Property,
except as expressly provided in this Agreement and the other Loan Documents.



12.9 DELAY OUTSIDE LENDER’S CONTROL. No Lender or Administrative Agent shall be liable in
any way to Borrower, Owner or any third party for Administrative Agent’s or such Lender’s failure
to perform or delay in performing under the Loan Documents (and Administrative Agent or any Lender
may suspend or terminate all or any portion of Administrative Agent’s or such Lender’s obligations
under the Loan Documents) if such failure to perform or delay in performing results directly or
indirectly from, or is based upon, the action, inaction, or purported action, of any governmental
or local authority, or because of war, rebellion, insurrection, strike, lock-out, boycott or
blockade (whether presently in effect, announced or in the sole judgment of Administrative Agent or
such Lender deemed probable), or from any Act of God or other cause or event beyond Administrative
Agent’s or such Lender’s control.



12.10 ATTORNEYS’ FEES AND EXPENSES; ENFORCEMENT. If any attorney is engaged by
Administrative Agent or any Lender to enforce or defend any provision of this Agreement or any of
the other Loan Documents, or as a consequence of any Default under the Loan Documents, with or
without the filing of any legal action or proceeding, and including, without limitation, any fees
and expenses incurred in any bankruptcy proceeding of the Borrower or Owner, then Borrower shall
promptly pay to Administrative Agent or such Lender, upon demand, the amount of all attorneys’ fees
and expenses and all costs incurred by Administrative Agent or such Lender in connection therewith,
together with interest thereon from the date of such demand until paid at the rate of interest
applicable to the principal balance of the Loan.



12.11 IMMEDIATELY AVAILABLE FUNDS. Unless otherwise expressly provided for in this
Agreement, all amounts payable by Borrower and Owner to Administrative Agent or any Lender or by
Administrative Agent to Borrower or Owner shall be payable only in United States Dollars,
immediately available funds.



12.12 AMENDMENTS AND WAIVERS.



(a) Generally. Except as otherwise expressly provided in this Agreement, (i) any
consent or approval required or permitted by this Agreement or in any Loan Document to be given by
the Lenders may be given, (ii) any term of this Agreement or of any other Loan Document (other than
any fee letter solely between the Borrower and the Administrative Agent) may be amended, (iii) the
performance or observance by the Borrower or any other Loan Party of any terms of this Agreement or
such other Loan Document (other than any fee letter solely between the Borrower and the
Administrative Agent) may be waived, and (iv) the continuance of any Default may be waived (either
generally or in a particular instance and either retroactively or prospectively) with, but only
with, the written consent of the Requisite Lenders (or the Administrative Agent at the written
direction of the Requisite Lenders), and, in the case of an amendment to any Loan Document, the
written consent of each Loan Party which is party thereto. Notwithstanding the previous sentence,
the Administrative Agent, shall be authorized on behalf of all the Lenders, without the necessity
of any notice to, or further consent from, any Lender, to waive the imposition of the late fees
provided in Section 2.7(c), up to a maximum of three (3) times per calendar year.



(b) Unanimous Consent. Notwithstanding the foregoing, no amendment, waiver or consent
shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the
written direction of the Lenders), do any of the following:




(i) increase the Commitments of the Lenders (excluding any increase as a result of an
assignment of Commitments permitted under Section 12.13) or subject the Lenders to
any additional obligations;




(ii) reduce the principal of, or interest rates that have accrued or that will be
charged on the outstanding principal amount of, the Loan;




(iii) reduce the amount of any fees payable to the Lenders hereunder;




(iv) postpone any date fixed for any payment of principal of, or interest on, the Loan
(including, without limitation, the Maturity Date) or for the payment of fees or any other
obligations of Borrower, Owner or Guarantor;




(v) change the Pro Rata Shares (excluding any change as a result of an assignment of
Commitments permitted under Section 12.13);




(vi) amend this Section or amend the definitions of the terms used in this Agreement or
the other Loan Documents insofar as such definitions affect the substance of this Section;




(vii) modify the definition of the term “Requisite Lenders” or modify in any other
manner the number or percentage of the Lenders required to make any determinations or waive
any rights hereunder or to modify any provision hereof;




(viii) release any Guarantor from its obligations under the Guaranty;




(ix) waive a Default or Potential Default under Section 10.1(a); or




(x) release or dispose of any Collateral unless released or disposed of as permitted
by, and in accordance with, Section 11.7.



(c) Amendment of Administrative Agent’s Duties, Etc. No amendment, waiver or consent
unless in writing and signed by the Administrative Agent, in addition to the Lenders required
hereinabove to take such action, shall affect the rights or duties of the Administrative Agent
under this Agreement or any of the other Loan Documents. No waiver shall extend to or affect any
obligation not expressly waived or impair any right consequent thereon and any amendment, waiver or
consent shall be effective only in the specific instance and for the specific purpose set forth
therein. No course of dealing or delay or omission on the part of the Administrative Agent or any
Lender in exercising any right shall operate as a waiver thereof or otherwise be prejudicial
thereto. Any Default occurring hereunder shall continue to exist until such time as such Default
is waived in writing in accordance with the terms of this Section, notwithstanding any attempted
cure or other action by the Borrower, any other Loan Party or any other Person subsequent to the
occurrence of such Default. Except as otherwise explicitly provided for herein or in any other
Loan Document, no notice to or demand upon the Borrower or Owner shall entitle the Borrower or
Owner to other or further notice or demand in similar or other circumstances.



12.13 SUCCESSORS AND ASSIGNS.



(a) Generally. 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 is rights under this Agreement without the
prior written consent of all the Lenders (and any such assignment or transfer to which all of the
Lenders have not consented shall be void).



(b) Participations. Any Lender may at any time grant to an affiliate of such Lender,
or one or more banks or other financial institutions (each a “Participant”) participating interests
in its Commitment or the obligations owing to such Lender hereunder. No Participant shall have any
rights or benefits under this Agreement or any other Loan Document. In the event of any such grant
by a Lender of a participating interest to a Participant, such Lender shall remain responsible for
the performance of its obligations hereunder, and the Borrower and the Administrative Agent shall
continue to deal solely and directly with such Lender in connection with such Lender’s rights and
obligations under this Agreement. Any agreement pursuant to which any Lender may grant such a
participating interest shall provide that such Lender shall retain the sole right and
responsibility to enforce the obligations of the Borrower and Owner hereunder including, without
limitation, the right to approve any amendment, modification or waiver of any provision of this
Agreement; provided however, such Lender may agree with the Participant that it
will not, without the consent of the Participant, agree to (i) increase such Lender’s Commitment,
(ii) extend the date fixed for the payment of principal on the Loan or a portion thereof owing to
such Lender (other than pursuant to the provisions of Section 2.6(b) hereof), (iii) reduce
the rate at which interest is payable thereon or (iv) release all or substantially all of the
Collateral without replacement with Collateral of like value. An assignment or other transfer
which is not permitted by subsection (c) 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) Assignments. Any Lender may with the prior written consent of the Administrative
Agent and the Borrower (which consent, in each case, shall not be unreasonably withheld) at any
time assign to one or more Eligible Assignees (each an “Assignee”) all or a portion of its rights
and obligations under this Agreement and the Notes; provided, however, (i) no such
consent by the Borrower shall be required (x) if a Default or Potential Default shall exist or (y)
in the case of an assignment to another Lender or an affiliate of another Lender; (ii) any partial
assignment shall be in an amount at least equal to $10,000,000.00 and after giving effect to such
assignment the assigning Lender retains a Commitment, or if the Commitments have been terminated,
holds a Note having an outstanding principal balance, of at least $5,000,000.00, (iii) each such
assignment shall be effected by means of an Assignment and Assumption Agreement and (iv) so long as
no Default has occurred hereunder, Wells Fargo Bank, National Association (“Wells Fargo”), for so
long as it remains Administrative Agent hereunder, shall retain a Commitment not less than the
amount of the Commitment held by the Lender holding the next highest Commitment, it being agreed
that Wells Fargo may elect to hold a lesser Commitment, in which event Wells Fargo shall have the
right to resign as Administrative Agent. Upon execution and delivery of such instrument and
payment by such Assignee to such transferor Lender of an amount equal to the purchase price agreed
between such transferor Lender and such Assignee, such Assignee shall be deemed to be a Lender
party to this Agreement and shall have all the rights and obligations of a Lender with a Commitment
as set forth in such Assignment and Assumption Agreement, and the transferor Lender shall be
released from its obligations hereunder to a corresponding extent, and no further consent or action
by any party shall be required. Upon the consummation of any assignment pursuant to this
subsection (c), the transferor Lender, the Administrative Agent and the Borrower shall make
appropriate arrangement so the new Notes are issued to the Assignee and such transferor Lender, as
appropriate. In connection with any such assignment, the transferor Lender shall pay to the
Administrative Agent an administrative fee for processing such assignment in the amount of
$3,500.00. Anything in this Section to the contrary notwithstanding, no Lender may assign or
participate any interest in any Loan held by it hereunder to the Borrower, Owner, Guarantor or any
of their respective Affiliates or subsidiaries.



(d) Tax Withholding. At least five (5) Business Days prior to the first day on which
interest or fees are payable hereunder for the account of any Lender, each Lender that is not
incorporated under the laws of the United States of America, or a state thereof, shall furnish the
Administrative Agent and Borrower with a properly completed executed copy of either Internal
Revenue Service Form W-8ECI or Internal Revenue Service Form W-8BEN and either Internal Revenue
Service Form W-8 or Internal Revenue Service Form W-9 and any additional form (or such other form)
as is necessary to claim complete exemption from United States withholding taxes on all payments
hereunder. At all times each Lender shall own or beneficially own a Note, such Lender shall (i)
promptly provide to the Administrative Agent and Borrower a new Internal Revenue Service Form
W-8ECI or Internal Revenue Service Form W-8BEN and Internal Revenue Service Form W-8 or Internal
Revenue Service Form W-9 and any additional form (or such other form) (or any successor form or
forms) upon the expiration or obsolescence of any previously delivered form and comparable
statements in accordance with applicable United States laws and regulations and amendments duly
executed and completed by such Lender, and (ii) comply at all times with all applicable United
States laws and regulations, including all provisions of any applicable tax treaty, with regard to
any withholding tax exemption claimed with respect to any payments on the Loan. If any Lender
cannot deliver such form, then Borrower may withhold from payments due under the Loan Documents
such amounts as Borrower is able to determine from accurate information provided by such Lender are
required by the Internal Revenue Code.



(e) Federal Reserve Bank Assignments. In addition to the assignments and
participations permitted under the foregoing provisions of this Section, and without the need to
comply with any of the formal or procedural requirements of this Section, any Lender may at any
time and from time to time, pledge and assign all or any portion of its rights under all or any of
the Loan Documents to a Federal Reserve Bank; provided that no such pledge of assignment shall
release such Lender from its obligation thereunder.



(f) Information to Assignee, Etc. A Lender may furnish any information concerning the
Borrower, Owner, any subsidiary or any other Loan Party in the possession of such Lender from time
to time to Assignees and Participants (including prospective Assignees and Participants). In
connection with such negotiation, execution and delivery, Borrower and Owner authorize
Administrative Agent and Lenders to communicate all information and documentation related to the
Loan (whether to Borrower, Owner or to any Participant, Assignee, legal counsel, appraiser or other
necessary party) directly by e-mail, fax, or other electronic means used to transmit information.



12.14 CERTAIN ALLOWED DISCLOSURES. Notwithstanding anything to the contrary set forth
herein or in any other written or oral understanding or agreement to which the parties hereto are
parties or by which they are bound, the parties hereto acknowledge and agree that (i) any
obligations of confidentiality contained herein and therein do not apply and have not applied from
the commencement of discussions between the parties to the tax treatment and tax structure of the
transactions contemplated by the Loan Documents (and any related transactions or arrangements), and
(ii) each party (and each of its employees, representatives, or other agents) may disclose to any
and all parties as required, without limitation of any kind, the tax treatment and tax structure of
the transactions contemplated by the Loan Documents and all materials of any kind (including
opinions or other tax analyses) that are provided to such party relating to such tax treatment and
tax structure, all within the meaning of Treasury Regulations Section 1.6011-4; provided, however,
that each party recognizes that the privilege each has to maintain, in its sole discretion, the
confidentiality of a communication relating to the transactions contemplated by the Loan Documents,
including a confidential communication with its attorney or a confidential communication with a
federally authorized tax practitioner under Section 7525 of the Internal Revenue Code, is not
intended to be affected by the foregoing.



12.15 CAPITAL ADEQUACY. If any Lender or any Participant or Assignee in the Loan
determines that compliance with any law or regulation or with any guideline or request from any
central bank or other governmental agency (whether or not having the force of law) affects or would
adversely affect the amount of capital required or expected to be maintained by such Lender, such
Participant or such Assignee, or any corporation controlling such Lender, such Participant or such
Assignee, as a consequence of, or with reference to, such Lender’s, such Participant’s or such
Assignee’s or such corporation’s commitments or its making or maintaining advances below the rate
which such Lender, such Participant or such Assignee or such corporation controlling such Lender,
such Participant or such Assignee could have achieved but for such compliance (taking into account
the policies of such Lender, such Participant or such Assignee or corporation with regard to
capital), then Borrower shall, from time to time, within ninety (90) calendar days after written
demand by such Lender, such Participant or such Assignee, pay to such Lender, such Participant or
such Assignee additional amounts sufficient to compensate such Lender, such Participant or such
Assignee or such corporation controlling such Lender, such Participant or such Assignee to the
extent that such Lender, such Participant or such Assignee determines such increase in capital is
allocable to such Lender’s, such Participant’s or such Assignee’s obligations hereunder. A
certificate as to such amounts, submitted to Borrower by such Lender, such Participant or such
Assignee, shall be conclusive and binding for all purposes, absent manifest error.



12.16 INTENTIONALLY OMITTED.



12.17 LENDER’S AGENTS. Administrative Agent and/or any Lender may designate an agent or
independent contractor to exercise any of such Person’s rights under this Agreement and any of the
other Loan Documents. Any reference to Administrative Agent or any Lender in any of the Loan
Documents shall include Administrative Agent’s and such Lender’s agents, employees or independent
contractors.



12.18 TAX SERVICE. Administrative Agent, on behalf of Lenders, is authorized to secure, at
Borrower’s expense, a tax service contract with a third party vendor which shall provide tax
information on the Property satisfactory to Administrative Agent.



12.19 WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY
WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER
THE LOAN DOCUMENTS, INCLUDING, WITHOUT LIMITATION, ANY PRESENT OR FUTURE MODIFICATION THEREOF OR
(b) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY
OF THEM WITH RESPECT TO THE LOAN DOCUMENTS (AS NOW OR HEREAFTER MODIFIED) OR ANY OTHER INSTRUMENT,
DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED
HERETO OR THERETO, IN EACH CASE WHETHER SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IS NOW
EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH
PARTY HEREBY AGREES AND CONSENTS THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART
OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO
TO THE WAIVER OF ANY RIGHT THEY MIGHT OTHERWISE HAVE TO TRIAL BY JURY.



12.20 SEVERABILITY. If any provision or obligation under this Agreement or the other Loan
Documents shall be determined by a court of competent jurisdiction to be invalid, illegal or
unenforceable, that provision shall be deemed severed from the Loan Documents and the validity,
legality and enforceability of the remaining provisions or obligations shall remain in full force
as though the invalid, illegal, or unenforceable provision had never been a part of the Loan
Documents, provided, however, that if the rate of interest or any other amount
payable under the Notes or this Agreement or any other Loan Document, or the right of
collectibility therefor, are declared to be or become invalid, illegal or unenforceable, Lenders’
obligations to make advances under the Loan Documents shall not be enforceable by Borrower.



12.21 TIME. Time is of the essence of each and every term of this Agreement.



12.22 HEADINGS. All article, section or other headings appearing in this Agreement and the
other Loan Documents are for convenience of reference only and shall be disregarded in construing
this Agreement and any of the other Loan Documents.



12.23 GOVERNING LAW. This Agreement shall be governed by, and construed and enforced
in accordance with the laws of the Commonwealth of Virginia, except to the extent preempted by
federal laws. Borrower, Owner and all persons and entities in any manner obligated to Lender under
the Loan Documents consent to the jurisdiction of any federal or state court within the
Commonwealth of Virginia having proper venue and also consent to service of process by any means
authorized by Virginia or federal law.



12.24 USA PATRIOT ACT NOTICE; COMPLIANCE. The USA Patriot Act of 2001 (Public Law 107-56)
and federal regulations issued with respect thereto require all financial institutions to obtain,
verify and record certain information that identifies individuals or business entities which open
an “account” with such financial institution. Consequently, Lender (for itself and/or as Agent for
all Lenders hereunder) may from time-to-time request, and Borrower shall provide to Lender,
Borrower’s and Owner’s name, address, tax identification number and/or such other identification
information as shall be necessary for Lender to comply with federal law. An “account” for this
purpose may include, without limitation, a deposit account, cash management service, a transaction
or asset account, a credit account, a loan or other extension of credit, and/or other financial
services product.



12.25 ELECTRONIC DOCUMENT DELIVERIES. Documents required to be delivered pursuant to the
Loan Documents shall be delivered by electronic communication and delivery, including, the
Internet, e-mail or intranet websites to which the Administrative Agent and each Lender have
access (including a commercial, third-party website such as www.Edgar.com
<http://www.Edgar.com> or a website sponsored or hosted by the Administrative Agent or the
Borrower) provided that (A) the foregoing shall not apply to notices to any Lender (or the Issuing
Bank) pursuant to Article 3 and (B) the Lender has not notified the Administrative Agent or
Borrower that it cannot or does not want to receive electronic communications. The Administrative
Agent or the Borrower may, in its discretion, agree to accept notices and other communications to
it hereunder by electronic delivery pursuant to procedures approved by it for all or particular
notices or communications. Documents or notices delivered electronically shall be deemed to have
been delivered twenty-four (24) hours after the date and time on which the Administrative Agent or
Borrower posts such documents or the documents become available on a commercial website and the
Administrative Agent or Borrower notifies each Lender of said posting and provides a link thereto
provided if such notice or other communication is not sent or posted during the normal business
hours of the recipient, said posting date and time shall be deemed to have commenced as of 9:00
a.m. on the opening of business on the next business day for the recipient. Notwithstanding
anything contained herein, in every instance the Borrower shall be required to provide paper copies
of the certificate required by Section 9.10 to the Administrative Agent and shall deliver paper
copies of any documents to the Administrative Agent or to any Lender that requests such paper
copies until a written request to cease delivering paper copies is given by the Administrative
Agent or such Lender. Except for the certificates required by Section 9.10, the Administrative
Agent shall have no obligation to request the delivery of or to maintain paper copies of the
documents delivered electronically, and in any event shall have no responsibility to monitor
compliance by the Borrower with any such request for delivery. Each Lender shall be solely
responsible for requesting delivery to it of paper copies and maintaining its paper or electronic
documents.



12.26 INTEGRATION; INTERPRETATION. The Loan Documents contain or expressly incorporate by
reference the entire agreement of the parties with respect to the matters contemplated therein and
supersede all prior negotiations or agreements, written or oral. The Loan Documents shall not be
modified except by written instrument executed by all parties. Any reference to the Loan Documents
includes any amendments, renewals or extensions now or hereafter approved by Administrative Agent
in writing.



12.27 JOINT AND SEVERAL LIABILITY. The liability of all persons and entities obligated in
any manner under this Agreement or any of the Loan Documents, other than Administrative Agent
and/or Lenders, shall be joint and several.



12.28 COUNTERPARTS. To facilitate execution, this document may be executed in as many
counterparts as may be convenient or required. It shall not be necessary that the signature of, or
on behalf of, each party, or that the signature of all persons required to bind any party, appear
on each counterpart. All counterparts shall collectively constitute a single document. It shall
not be necessary in making proof of this document to produce or account for more than a single
counterpart containing the respective signatures of, or on behalf of, each of the parties hereto.
Any signature page to any counterpart may be detached from such counterpart without impairing the
legal effect of the signatures thereon and thereafter attached to another counterpart identical
thereto except having attached to it additional signature pages.



(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)





5






[Signature page to Columbia Equity Revolving Loan Agreement]




IN WITNESS WHEREOF, Borrower, Owner, Administrative Agent and Lenders have executed this
Agreement as of the date appearing on the first page of this Agreement.



	 	 	 	 	 
	“ADMINISTRATIVE AGENT”
	 	Administrative Agent’s Address:

	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	—	 
	By: /s/ Erin P. Peart
	 	1750 H Street, N.W., Suite 400
	Erin P. Peart
	 	Washington, D.C.  20006

	Senior Vice President
	 	Attention: Erin P. Peart

	 
	 	Senior Vice President

	“BORROWER”
COLUMBIA EQUITY, LP, a Virginia limited partnership
By: Columbia Equity Trust, Inc., a Maryland
	 	Borrower’s Address:

	corporation
	 	 	—	 
	By: /s/ Oliver T. Carr, III
	 	1750 H Street N.W., Suite 500
	Name: Oliver T. Carr, III
	 	Washington, D.C.  20006

	Its: Chief Executive Officer
	 	Attention: John Schissel

	 
	 	Chief Financial Officer







6




[Signature page to Columbia Equity Revolving Loan Agreement]




	 	 	 	 	 






7




	 	 	 	 	 
	“OWNER”
HOLUALOA/CARR CAPITAL SHERWOOD, LLC, a Virginia limited
liability company
By: Columbia Equity, LP, a Virginia limited partnership
By: Columbia Equity Trust, Inc., a Maryland
corporation, its general partner
By:/s/ Oliver T. Carr, III
Name: Oliver T. Carr, III
Title: Chief Executive Officer
CARR CAPITAL GREENBRIAR, LLC, a Virginia limited liability
company
By: Columbia Equity, LP, a Virginia limited partnership
By: Columbia Equity Trust, Inc., a Maryland
corporation, its general partner
By: /s/ Oliver T. Carr, III
Name: Oliver T. Carr, III
Title: Chief Executive Officer
FAIR OAKS CORPORATE CENTER, LLC, a Virginia limited
liability company
By: Columbia Equity, LP, a Virginia limited partnership
By: Columbia Equity Trust, Inc., a Maryland
corporation, its general partner
By: /s/ Oliver T. Carr, III
Name: Oliver T. Carr, III
Title: Chief Executive Officer
CARR GATEWAY IV, LLC, a Virginia limited liability company
By: Columbia Equity, LP, a Virginia limited partnership
By: Columbia Equity Trust, Inc., a Maryland
	 	Owner’s Address:

	corporation, its general partner
	 	 	—	 
	By: /s/ Oliver T. Carr, III
	 	1750 H Street N.W., Suite 500
	Name: Oliver T. Carr, III
	 	Washington, D.C.  20006

	Title: Chief Executive Officer
	 	Attention: John Schissel

	 
	 	Chief Financial Officer







[Signature page to Columbia Equity Revolving Loan Agreement]




	 	 	 	 	 
	“LENDER”
	 	Lender’s Address:

	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	—	 
	By: /s/ Erin P. Peart
	 	1750 H Street, N.W., Suite 400
	—
	 	Washington, D.C.  20006

	Erin P. Peart
	 	Attention: Erin P. Peart

	Senior Vice President
	 	Senior Vice President







8




Schedule 1.1 – Pro Rata Shares




Schedule 1.1 to REVOLVING LOAN AGREEMENT between (i) COLUMBIA EQUITY, LP as
“Borrower”, (ii) HOLUALOA/CARR CAPITAL SHERWOOD, LLC, CARR CAPITAL GREENBRIAR, LLC, FAIR OAKS
CORPORATE CENTER, LLC and CARR GATEWAY IV, LLC as “Owner”, (iii) WELLS FARGO BANK, NATIONAL
ASSOCIATION, as “Administrative Agent”, and (iv) various Lenders, dated as of November 28, 2005.



	 	 	 	 	 	 	 	 	 
	Lender	 	Commitment	 	Pro Rata Share
	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	$	75,000,000.00	 	 	 	100	%
	TOTALS
	 	$	75,000,000.00	 	 	 	100	%







9