LOAN
AGREEMENT






between






DOUGLAS EMMETT 2008,
LLC,




as
Borrower






THE LENDERS PARTY
HERETO,




as
Lenders






and






GENERAL ELECTRIC CAPITAL
CORPORATION,




as Administrative
Agent






Dated as of March26,
2008












LOAN
AGREEMENT






THIS LOAN
AGREEMENT (this “Agreement”)
is entered into as of March 26, 2008 among DOUGLAS EMMETT 2008, LLC, a
Delaware limited liability company (“Borrower”);
each of the lenders that is a signatory hereto identified under the caption
“LENDERS” on the
signature pages hereof and each lender that becomes a “Lender” after the date
hereof pursuant to Section 12.24(2)
(individually, a “Lender”
and, collectively, the “Lenders”);
and GENERAL ELECTRIC CAPITAL
CORPORATION, a Delaware corporation, as administrative agent for the
Lenders (in such capacity, together with its successors in such capacity, the
“Administrative
Agent”).




ARTICLE
1









CERTAIN
DEFINITIONS


Section
1.1                                Certain
Definitions






.  As
used herein, the following terms have the meanings indicated:


(1)           “Additional
Costs” has the meaning assigned in Section 2.7(1)(a).




(2)           “Adjusted
Libor Rate” means, for any Interest Period for any Eurodollar Loan, a
rate per annum (rounded upwards, if necessary, to the nearest 1/10,000 of 1%)
determined by the Administrative Agent to be equal to the Libor Base Rate for
such Interest Period divided by 1 minus the Reserve Requirement (if any) for
such Eurodollar Loan for such Interest Period.




(3)           “Advance
Date” has the meaning assigned in Section 2.6(3).




(4)           “Affiliate”
means, as to any Person, (a) any corporation in which such Person or any
partner, shareholder, director, officer, member, or manager of such Person, at
any level, directly or indirectly owns or controls more than ten percent (10%)
of the beneficial interest, (b) any partnership, joint venture or limited
liability company in which such Person or any partner, shareholder, director,
officer, member, or manager of such Person, at any level, is a partner, joint
venturer or member, (c) any trust in which such Person or any partner,
shareholder, director, officer, member or manager of such Person, at any level,
or any individual related by birth, adoption or marriage to such Person, is a
trustee or beneficiary, (d) any entity of any type which is directly or
indirectly owned or controlled by (or is under common control with) such Person
or any partner, shareholder, director, officer, member or manager of such
Person, at any level, (e) any partner, shareholder, director, officer,
member, manager or employee of such Person, or (f) any individual related
by birth, adoption or marriage to any partner, shareholder, director, officer,
member, manager, or employee of such Person.  Each Borrower Party
shall be deemed to be an Affiliate of Borrower for purposes of this
Agreement.




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




(6)           “Allocated
Loan Amount” means, for any Project, the portion of the Loans allocated
to such Project in Exhibit B attached
hereto solely for the purposes of performing certain calculations hereunder;
provided, however, that in the
case of either a condemnation or a fire or other casualty where the
Administrative Agent is not required to, and does not, make the insurance or
condemnation proceeds available to the Borrower to complete the restoration of
the same and where, in either case, the insurance or condemnation proceeds
received by the Administrative Agent and applied to repay the principal of the
Loans are less than the Allocated Loan Amount for the Project in question, each
Allocated Loan Amount for each remaining Project (exclusive of the Project in
question) shall be increased by an amount equal to the product of (a) the
difference between the applicable Allocated Loan Amount for the Project in
question and the insurance or condemnation proceeds so applied to repay the
principal of the Loans and (b) a fraction, the numerator of which is the
applicable Allocated Loan Amount (prior to the adjustment in question) for such
remaining Projects and the denominator of which is the Allocated Loan Amounts
(prior to such adjustment) for all such Remaining Projects.




(7)           “Alternate
Base Rate” means, for any day, a rate per annum equal to the Prime Rate
in effect for such day.




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




(9)           “Anti-Money
Laundering Laws” means those laws, regulations and sanctions, state and
federal, criminal and civil, that (a) limit the use of and/or seek the
forfeiture of proceeds from illegal transactions; (b) limit commercial
transactions with designated countries or individuals believed to be terrorists,
narcotics dealers or otherwise engaged in activities contrary to the interests
of the United States; (c) require identification and documentation of the
parties with whom a Financial Institution conducts business; or (d) are
designed to disrupt the flow of funds to terrorist
organizations.  Such laws, regulations and sanctions shall be deemed
to include the Patriot Act, the Bank Secrecy Act , the Trading with the Enemy
Act, 50 U.S.C. App. Section 1 et seq., the
International Emergency Economic Powers Act, 50 U.S.C. Section 1701
et seq.,
and the sanction regulations promulgated pursuant thereto by the OFAC, as well
as laws relating to prevention and detection of money laundering in
18 U.S.C. Sections 1956 and 1957.




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




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




(12)           “Assignment
of Rents and Leases” means each Assignment of Rents and Leases, executed
by Borrower for the benefit of the Administrative Agent (on behalf of the
Lenders), and pertaining to leases of space in a Project, as the same may be
modified or amended from time to time.




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




(14)           “Bank
Secrecy Act” means the Bank Secrecy Act, 31 U.S.C.
Sections 5311 et seq.




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




(16)           “Borrower
Party” shall mean the Borrower and Borrower’s Manager but shall not
include the Operating Partnership or the REIT (regardless of whether the
Operating Partnership or the REIT is the member, general partner or manager of
the Borrower).  Upon the acquisition of the Projects, but not of
direct or indirect ownership interests in  Borrower, by a Controlled
Subsidiary, “Borrower Party” shall also mean and include any such Controlled
Subsidiary and the general partner or manager thereof (except that if the
general partner or manager of such Fund is the REIT or the Operating
Partnership, the term “Borrower Party” shall not include the REIT or the
Operating Partnership) and, unless the Borrower, the Borrower’s Manager or any
other Person constitutes the general partner or manager of such Controlled
Subsidiary , shall no longer include the applicable Borrower, the Borrower’s
Manager or such other applicable Person (and in any event shall not include any
such Person that is not the general partner or manager of such Controlled
Subsidiary).




(17)           “Borrower’s
Manager” shall mean Douglas Emmett Management, Inc., a Delaware
corporation, or any successor thereto in such capacity permitted by this
Agreement.




(18)           “Borrower’s
Member” means Douglas Emmett Properties, LP, a Delaware limited
partnership.




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




(20)           Reserved.




(21)           “Closing
Date” means the date on which Lenders make the  advance of Loan
proceeds, which shall be the date of this Agreement.




(22)           “Collateral”
means Borrower’s interest in the Projects and all other “Mortgaged Property”
described in the applicable Mortgages, and any other property that at any time
secures the Loan or any portion thereof.




(23)           “Commitment”
means, as to each Lender, the obligation of such Lender to make a Loan in the
principal amount equal  to but not exceeding the amount set opposite
the name of such Lender on Schedule 1 under
the caption “Commitment” or, in the case of a Person that becomes a Lender
pursuant to an assignment permitted under Section 12.24(2),
as specified in the respective instrument of assignment pursuant to which such
assignment is effected.  The original aggregate principal amount of
the Commitments is $380,000,000.




(24)           “Continue”
“Continuation”
and “Continued”
refer to the continuation pursuant to Section 2.2 of a
Eurodollar Loan from one Interest Period to the next Interest Period for such
Loan.




(25)           “Contract
Rate” has the meaning assigned in Article 2.




(26)           “Control”
means that a Person shall be deemed to control another Person if the controlling
Person possesses, directly or indirectly, the power to direct or cause the
direction of the management and policies of the other Person, whether through
the ownership of voting securities, by contract or otherwise.




(27)           “Controlled
Subsidiary” means an entity that the Operating Partnership, directly or
indirectly, (i) manages and Controls, and (ii) owns at least ten percent (10%)
of the equity interests.




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




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




(30)           “Debt
Service” means the aggregate interest, monthly principal (if any), and
other scheduled payments due under the Loans for the period of time for which
calculated.




(31)           Reserved.




(32)           “Default
Rate” means the lesser of (a) the maximum rate of interest allowed
by applicable law, and (b) five percent (5%) per annum in excess of (i)
with respect to Alternate Base Rate Loans required to be maintained pursuant to
Sections 2.8(2) or 2.8(3) of this Agreement, the Alternate Base Rate as in
effect from time to time or (ii) with respect to Eurodollar Loans, the
respective Contract Rate for such Eurodollar Loan.




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




(34)           “Environmental
Indemnity” means that certain Hazardous Materials Indemnity Agreement
dated concurrently herewith by Borrower in favor of Administrative Agent for the
Lenders.




(35)           “Environmental
Laws” means any federal, state or local law (whether imposed by statute,
ordinance, rule, regulation, administrative or judicial order, or common law),
now or hereafter enacted, governing health, safety, industrial hygiene, the
environment or natural resources, or Hazardous Materials, including, without
limitation, such laws governing or regulating (a) the use, generation,
storage, removal, recovery, treatment, handling, transport, disposal, control,
release, discharge of, or exposure to, Hazardous Materials, (b) the
transfer of property upon a negative declaration or other approval of a
governmental authority of the environmental condition of such property, or
(c) requiring notification or disclosure of releases of Hazardous Materials
or other environmental conditions whether or not in connection with a transfer
of title to or interest in property.




(36)           “ERISA”
has the meaning assigned in the Section
6.8(1).




(37)           “Eurodollar
Loans” means Loans that bear interest at rates based on rates referred to
in the definition of “Libor Base Rate”.




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




(39)           “Federal
Funds Rate” means, for any day, the rate per annum (rounded upwards, if
necessary, to the nearest 1/100 of 1%) equal to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Business Day next succeeding such
day, provided that (a) if the day for which such rate is to be determined
is not a Business Day, the Federal Funds Rate for such day shall be such rate on
such transactions on the next preceding Business Day as so published on the next
succeeding Business Day and (b) if such rate is not so published for any
Business Day, the Federal Funds Rate for such Business Day shall be the average
rate charged to Bankers Trust Company on such Business Day on such transactions
as determined by the Administrative Agent, or such other commercial bank as
selected by the Administrative Agent.




(40)           “Financial
Institution” means a United States Financial Institution as defined in
31 U.S.C. 5312, as periodically amended.




(41)           “Fund”
means a real estate investment fund that is a Controlled
Subsidiary.




(42)           “GECC”
means General Electric Capital Corporation.




(43)           “Hazardous
Materials” means (a) petroleum or chemical products, whether in
liquid, solid, or gaseous form, or any fraction or by-product thereof,
(b) asbestos or asbestos-containing materials, (c) polychlorinated
biphenyls (pcbs), (d) radon gas, (e) underground storage tanks,
(f) any explosive or radioactive substances, (g) lead or lead-based
paint, or (h) any other substance, material, waste or mixture which is or
shall be listed, defined, or otherwise determined by any governmental authority
to be hazardous, toxic, dangerous or otherwise regulated, controlled or giving
rise to liability under any Environmental Laws.




(44)           “Improvements”
has the meaning assigned in the Mortgage.




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




(46)           “Interest
Period” means, for any Eurodollar Loan, each period commencing on the
date such Eurodollar Loan is made or Converted from a Loan of another Type or
(in the event of a Continuation) the day immediately following the last day of
the preceding Interest Period for such Loan, and ending on (but not including)
the first Business Day of the next calendar month.  In no event may
Borrower have more than one Interest Period in respect of Eurodollar Loans from
all Lenders outstanding at any one time.  Notwithstanding the
foregoing, the first Interest Period shall be the Stub Interest
Period.




(47)           “Libor
Base Rate” means, for any Interest Period, the British Bankers
Association LIBOR Rate (rounded upward, if necessary, to the nearest
1/10,000th of one
percent) listed on Reuters Screen LIBOR01 Page at approximately 11:00 a.m.
London time on the date two Business Days prior to the first day of such
Interest Period as the rate for the offering of Dollar deposits having a one
month or 30 day Interest Period, provided that if such rate does not appear on
such page, or if such page shall cease to be publicly available, or if the
information contained on such page, in the reasonable judgment of the
Administrative Agent shall cease accurately to reflect the rate offered by
leading banks in the London interbank market as reported by any publicly
available source of similar market data selected by the Administrative Agent,
the Libor Base Rate for such Interest Period shall be determined from such
substitute financial reporting service as the Administrative Agent in its
reasonable discretion shall determine.




(48)           “Licenses”
has the meaning assigned in Section
6.20.




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




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




(51)           “Loan
Documents” means: (a) this Agreement, (b) the Notes,
(c) the Mortgage, (d) the Assignment of Rents and Leases, (e) the
Environmental Indemnity Agreement, (f) the Subordination of Management
Agreement, (g) Uniform Commercial Code financing statements, (h) such
assignments of management agreements, contracts and other rights as may be
required under the Commitment or otherwise requested by the Administrative
Agent, (i) all other documents executed and delivered by Borrower or
any other Borrower Party in accordance with this Agreement evidencing, securing,
governing or otherwise pertaining to the Loans, and (j) all amendments,
modifications, renewals, substitutions and replacements of any of the
foregoing.




(52)           “Majority
Lenders” means Lenders holding at least sixty-six and two-thirds percent
(66 2/3%) of the aggregate outstanding principal amount of the Loans or, if the
Loans shall not have been made, at least sixty-six and two-thirds percent (66
2/3%) of the Commitments.




(53)           “Management
Agreement” means each of the management agreements identified on Schedule
6.14 hereof, between Manager and Borrower with respect to the management of the
Projects by the Manager, together with any management agreements entered into
with future Managers in accordance with the terms of this Agreement (or
otherwise contemplated by Section 8.1(2)(d)), individually or collectively, in
each case while such management agreement remains in effect.




(54)           “Manager”
means Douglas Emmett Management, LLC, a Delaware limited liability company,
which is initially the manager of the Projects under the Management Agreements,
together with any successor property managers appointed for the Projects in
accordance with the terms of this Agreement or otherwise contemplated by Section
8.1(2)(d).




(55)           “Maturity
Date” means the earlier of (a) January 2, 2009, or (b) any earlier
date on which all of the Loans are required to be paid in full, by acceleration
or otherwise, under this Agreement or any of the other Loan
Documents.




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




(57)           “Net
Operating Income” means the amount by which Operating Revenues exceed
Operating Expenses.




(58)           “Notes”
means the promissory note or notes of even date herewith as provided for in
Section 2.1(4)
and all promissory notes delivered in substitution or exchange therefor, in each
case as the same may be consolidated, replaced, severed, modified, amended or
extended from time to time.




(59)           “OFAC”
means the Office of Foreign Assets Control, Department of the
Treasury.




(60)           “Operating
Expenses” means, for any period, all reasonable and necessary expenses of
operating the Projects in the ordinary course of business which are paid in cash
by Borrower during such period and which are directly associated with and fairly
allocable to the Projects for the applicable period, including ad valorem real
estate taxes and assessments, insurance premiums, maintenance costs, management
fees and costs, accounting, legal, and other professional fees, fees and other
expenses incurred by the Administrative Agent and reimbursed by Borrower under
this Agreement and the other Loan Documents, wages, salaries, and personnel
expenses.  Operating Expenses shall exclude Debt Service, capital
expenditures, tenant improvement costs, leasing commissions, any of the
foregoing operating expenses which are paid from deposits to cash reserves and
such deposits were previously included as Operating Expenses, any payment or
expense for which Borrower was or is to be reimbursed from proceeds of the Loans
or insurance or by any third party, and any non-cash charges such as
depreciation and amortization.    Operating Expenses shall
not include federal, state or local income taxes.




(61)           “Operating
Partnership” shall mean Douglas Emmett Properties LP, a Delaware limited
partnership.




(62)           “Operating
Revenues” means, for any period, all cash receipts of Borrower during
such period from operation of the Projects or otherwise arising in respect of
the Projects after the date hereof which are properly allocable to the Projects
for the applicable period, including receipts from leases and parking
agreements, concession fees and charges, other miscellaneous operating revenues
and proceeds from rental or business interruption insurance, but excluding (a)
security deposits and earnest money deposits until they are forfeited by the
depositor, (b) advance rentals until they are earned, and (c) proceeds from a
sale or other disposition.




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




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




(65)           “Payment
Date” has the meaning assigned in Section 2.3(1).




(66)           “Payor”
has the meaning assigned in Section 2.6(3).




(67)           “Permitted
Encumbrances” has the meaning set forth in the Mortgage.




(68)           “Permitted
Transfers” means
(i) a Transfer of any or all of the Projects to a Controlled Subsidiary that is
a Single Purpose Entity and in accordance with the provisions of Section 8.1(2),
(ii) so long as the Fund remains a Controlled Subsidiary, a Transfer of the
direct or indirect equity interests in the Borrower to the Fund or any direct or
indirect subsidiary of the Fund that is a Controlled Subsidiary, (iii) so long
as the Borrower remains a Controlled Subsidiary, the Transfer of any direct or
indirect ownership interests in, or the admission or withdrawal of any partner,
member or shareholder to or from, Borrower’s Member, (iv) following any of the
Transfers made pursuant to clauses (i) or (ii) above, and so long as the
transferee (pursuant to clause (i) above) remains a Controlled Subsidiary that
is a Single Purpose Entity, or the Fund (pursuant to clause (ii) above) remains
a Controlled Subsidiary, the Transfer of any direct or indirect ownership
interests in such Controlled Subsidiary or the Fund, (v) the Permitted
Encumbrances, (vi) any leases affecting any of the Projects in effect as of the
Closing Date and any future leases entered into after the Closing Date that are
permitted pursuant to the Loan Documents, and/or (vii) any Liens permitted
pursuant to the Loan Documents.




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




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




(71)           “Prime
Rate” means the highest prime rate (or base rate) reported in the Money
Rates column or section of The
Wall Street Journal as the rate in effect for corporate loans at large
United States money center commercial banks (whether or not such rate has
actually been charged by any such bank) from time to time.  If The Wall Street Journal
ceases publication of the Prime Rate, the “Prime
Rate” shall mean the prime rate (or base rate) announced by Citibank, New
York, New York (whether or not such rate has actually been charged by such
bank).  If such bank discontinues the practice of announcing the Prime
Rate, the “Prime
Rate” shall mean the prime or base rate charged by a large United States
commercial bank selected by the Administrative Agent to its most creditworthy
large corporate borrowers.




(72)           “Project”
means each of the office buildings identified on Exhibit A-1, and all
related land, facilities, amenities, fixtures, and personal property owned by
Borrower and any improvements now or hereafter located on the real property
described in Exhibit
A-2; provided, however, the term
“Project” shall not include any Project which is released from the Liens,
assignments and security interests of the Mortgage pursuant to Section 2.4
hereof from and after the date of such release




(73)           “Proposed
Lender” has the meaning assigned in Section 2.7(7).




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




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




(76)           “REIT”
shall mean Douglas Emmett, Inc., a Maryland corporation.




(77)           Reserved.




(78)           “Requesting
Lender” has the meaning assigned in Section 2.7(7).




(79)           “Required
Payment” has the meaning assigned in Section 2.6(3).




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




(81)           “Restoration
Threshold” means, as of any date, $10,000,000.




(82)           “Secondary
Market Transaction”has the meaning assigned in Section
12.9(2).




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




(a)  does not
have and will not have any assets other than (i) the Projects, (ii) those
related to the Projects and (iii) any of the Projects (or assets related to
Projects) that are released from the Liens, assignments and security interests
of the Mortgage pursuant to Section 2.4 hereof; and




(b)  has not
incurred and will not incur any Debt other than (A) the Loans and (B) trade and
operational debt and equipment leases which is (i) incurred in the ordinary
course of business, (ii) not more than sixty (60) days past due, (iii) with
trade creditors, (iv) in the aggregate, in an amount not to exceed $5,000,000,
(v) not evidenced by a note, and (C) non-recourse Debt (which may include “carve
outs” for fraud, misrepresentation, misappropriation and environmental matters
and other exceptions from non-recourse that are not materially more favorable to
such lender than the exceptions from non-recourse set forth in Article 13 or
than exceptions from non-recourse that are customary in the real estate finance
industry) secured by Liens on Projects (it being understood that such Liens may
also include Liens encumbering interest in accounts, rents, lease, management
and other contracts, personal property and other items related to the applicable
Project) that have been released from the Collateral pursuant to Section 2.4
hereof (which Debt may also be secured by Liens on other real estate projects
owned by any direct or indirect subsidiary of the REIT or the Fund), provided
that the amount of such Debt (or if there is multiple collateral the applicable
allocated loan amount), when incurred, does not exceed seventy percent (70%) of
the value of such Projects or other real estate projects, as determined by the
lender’s appraisal.  No Debt other than the Loans (and equipment
leases permitted herein) may be secured (subordinate or pari passu) by the
Projects unless such Project has been released from the Collateral pursuant to
Section 2.4 hereof.




(84)           “Site
Assessment” means each environmental engineering report for the Projects
listed on Schedule 1.1(84) attached hereto.




(85)           “Specially
Designated National and Blocked Persons” means those Persons that have
been designated by executive order or by the sanction regulations of OFAC as
Persons with whom United States Persons may not transact business or must limit
their interactions to types approved by OFAC.




(86)           Reserved.




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




(88)           “Stub
Interest Period” has the meaning assigned in Section
2.3(1).




(89)           “Subordination
of Management Agreement” means each Manager’s Consent and Subordination
of Management Agreement, dated the date hereof, by the Manager in favor of the
Administrative Agent (on behalf of the Lenders) and relating to the
Projects.




(90)           “Taxes”
has the meaning assigned in Section
8.2.




(91)           “Type”
has the meaning assigned in Section 1.2.




(92)           “UCC”
means the Uniform Commercial Code as the same may, from time to time, be enacted
and in effect in the State; provided, that to the extent that the UCC is used to
define any term herein or in any other Loan Document and such term is defined
differently in different Articles or Divisions of the UCC, the definition of
such term contained in Article or Division 9 shall govern; provided further,
that in the event that, by reason of mandatory provisions of law, any or all of
the attachment, perfection or priority of, or remedies with respect to, the
Administrative Agent’s or any Lender’s Lien on any Collateral is governed by the
Uniform Commercial Code as enacted and in effect in a jurisdiction other than
the State, the term “UCC”
shall mean the Uniform Commercial Code as enacted and in effect in such other
jurisdiction solely for purposes of the provisions thereof relating to such
attachment, perfection, priority or remedies and for purposes of definitions
related to such provisions.




(93)           “Underwritten
NOI” means the amount by which Underwritten Operating Revenues exceed
Underwritten Operating Expenses.




(94)           “Underwritten
Operating Expenses” means Operating Expenses as determined and adjusted
by the Administrative Agent to reflect the Standard Adjustments and otherwise in
accordance with its then current audit policies and procedures for properties
similar to the Project.




(95)           “Underwritten
Operating Revenues” means Operating Revenues as determined and adjusted
by the Administrative Agent to reflect the Standard Adjustments and otherwise in
accordance with its then current audit policies and procedures for properties
similar to the Project.




(96)           “United
States Person” means any United States citizen, any entity organized
under the laws of the United States or its constituent states or territories, or
any entity, regardless of where organized, having its principal place of
business within the United States or any of its territories.




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






ARTICLE
2









LOAN
TERMS







Section
2.1                                The
Commitments, Loans and Notes.




(1)           Loans.  Each Lender
severally agrees, on the terms and conditions of this Agreement, to make a term
loan to Borrower in Dollars in a principal amount equal  to but not
exceeding the amount of the Commitment of such Lender.  The Loans in
the aggregate amount of Three Hundred Eighty Million Dollars and No/100s
($380,000,000.00) shall be funded in one advance and repaid in accordance with
this Agreement.  The initial advance of the Loans, in the aggregate
amount of Three Hundred Eighty Million Dollars and No/100s ($380,000,000.00),
shall be made upon Borrower’s satisfaction of the conditions to the initial
advance described in Schedule 2.1.  The
Loans are not a
revolving credit loan, and Borrower is not entitled to any readvances of any
portion of the Loans which it may  prepay pursuant to the provisions
of this Agreement.




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




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




(4)           Notes.




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




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




(c)           Substitution, Exchange and
Subdivision of Notes.  No Lender shall be entitled to have its
Notes substituted or exchanged for any reason, or subdivided for promissory
notes of lesser denominations, except in connection with a permitted assignment
of all or any portion of such Lender’s Commitment, Loans and Note pursuant to
Sections
12.9(3), 12.10 and 12.24 (and, if
requested by any Lender, Borrower agrees to so substitute or exchange any Notes
and enter into note splitter agreements in connection therewith provided the
original note or notes so substituted or exchanged are delivered to
Borrower).




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




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




Section
2.2                                Interest Rate; Late Charge.
The outstanding principal balance of the Loans (including any amounts added to
principal under the Loan Documents) shall bear interest at a variable rate of
interest equal to two percent (2.0%) per annum in excess of the Adjusted Libor
Rate (the “Contract
Rate”). Subject to the provisions of this Agreement which, in certain
instances, require payment of interest at the Alternate Base Rate, so long as no
Event of Default exists, such Eurodollar Loans shall automatically Continue from
one Interest Period to the next Interest Period.  Interest shall be
computed on the basis of a fraction, the denominator of which is three hundred
sixty (360) and the numerator of which is the actual number of days elapsed
(including the first day but excluding the last day) during the period for which
payable.  If Borrower fails to pay any installment of
interest  within five (5) days after the applicable Payment Date ,
Borrower shall pay to the Administrative Agent (on behalf of the Lenders) a late
charge on such past-due amount, as liquidated damages and not as a penalty,
equal to five percent (5%) of such amount, but not in excess of the maximum
amount of interest allowed by applicable law, it being understood that the
foregoing late charge shall not apply to the payment due on the Maturity
Date.  The foregoing late charge is intended to compensate the
Administrative Agent and the Lenders for the expenses incident to handling any
such delinquent payment and for the losses incurred by the Administrative Agent
and the Lenders as a result of such delinquent payment.  Borrower, the
Administrative Agent and the Lenders agree that, considering all of the
circumstances existing on the date this Agreement is executed, the late charge
represents a reasonable estimate of the costs and losses the Administrative
Agent and the Lenders will incur by reason of late payment.  Borrower,
the Administrative Agent and the Lenders further agree that proof of actual
losses would be costly, inconvenient, impracticable and extremely difficult to
fix.  Acceptance of the late charge shall not constitute a waiver of
the default arising from the overdue installment, and shall not prevent the
Administrative Agent and the Lenders from exercising any other rights or
remedies available to the Administrative Agent and/or the
Lenders.  While any Event of Default exists, the Loans shall bear
interest at the Default Rate; provided, that during the continuance of an Event
of Default the Administrative Agent may suspend the right of Borrower to
Continue any Loan as a Eurodollar Loan, in which event all Loans shall be
Converted (on the last day(s) of the respective Interest Periods therefor) into
Alternate Base Rate Loans and, thereafter, the Default Rate shall be computed
using the Alternate Base Rate.




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




(1)           Interest.  On the
Closing Date, Borrower shall make a payment of interest only (covering the
period from the Closing Date through March 31, 2008 (the “Stub
Interest Period”).  Commencing on May 1, 2008, and continuing
on the first Business Day of each month thereafter through the Maturity Date
(each, a “Payment
Date”), Borrower shall pay accrued interest on the Loans for the prior
Interest Period in accordance with the wire transfer instructions set forth in
Schedule 2.3(1)
hereto (or such other instructions as the Administrative Agent may from time to
time provide by notice to Borrower).




(2)           Reserved.




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




(4)           Prepayment.  Except
as otherwise permitted by Section 2.4 below,
Borrower may prepay the Loans, in whole but not in part, upon not less than five
(5) days prior written notice to the Administrative Agent and without payment of
any prepayment premium.  If the Loans are prepaid such prepayment
shall be made to the Administrative Agent on the prepayment date specified in
the notice to the Administrative Agent pursuant hereto (unless such notice is
revoked (or the date of prepayment is postponed) by a further written notice
delivered by the Borrower to the Administrative Agent.  Any notice
revoking a notice of prepayment (or postponing a previously-specified prepayment
date) shall be delivered not less than one (1) Business Day prior to the date of
prepayment specified in the notice of prepayment; provided, however, in the event
that the Borrower revokes or postpones such notice during the last three (3)
Business Days of any Interest Period for a Eurodollar Loan, Borrower shall pay
any losses, costs or expenses of Lender that may subsequently result from the
early repayment, termination, cancellation or failure of the Borrower to
continue any Eurodollar Loan that was to have been automatically continued), and
together with (a) the accrued and unpaid interest on the principal amount
prepaid and (b) any amounts payable to a Lender pursuant to Section 2.8(5)
as a result of such prepayment while a Eurodollar Loan is in
effect.  If the Loans are prepaid for any reason (including
acceleration), other than casualty or condemnation, Borrower shall pay to the
Administrative Agent (on behalf of the Lenders) the amount(s) described in
clauses (a) and (b) of the immediately preceding sentence.  The
prepayment premiums, if any, required by this Section 2.3(4) are
acknowledged by Borrower to be partial compensation to Lenders for the costs of
reinvesting the Loan proceeds and for the loss of the contracted rate of return
on the Loan.  Furthermore, Borrower acknowledges that the loss that
may be sustained by Lenders as a result of such a prepayment by Borrower is not
susceptible of precise calculation and the prepayment premium, if any,
represents the good faith effort of Borrower and Lenders to compensate Lender
for such loss.  By initialing this provision where indicated below,
Borrower waives any rights it may have under California Civil Code
Section 2954.10, or any successor statute, and Borrower confirms that
Lenders’ agreement to make the Loan at the interest rate and on the other terms
set forth herein constitutes adequate and valuable consideration, given
individual weight by Borrower, for the prepayment provisions set forth in this
Section 2.3(4).




______________________




Borrower’s
Initials




(5)           Application of
Payments.  All payments received by the Administrative Agent
under the Loan Documents shall be applied:  (a) first, to any
fees and expenses due to the Administrative Agent and the Lenders under the Loan
Documents; (b) second, to any Default Rate interest or late charges, if
any; (c) third, to accrued and unpaid interest; and (d) fourth, to the
principal sum and other amounts due under the Loan Documents; provided, however,
that, if an Event of Default exists, the Administrative Agent shall apply such
payments in any order or manner as the Administrative Agent shall
determine.




(6)           Security.  The Loans
shall be secured by the Mortgages creating a first Lien on each of the Projects
(subject to the Permitted Encumbrances), the Assignments of Rents and Leases and
the other Loan Documents.




Section
2.4                                Release of
Properties.  Except as set forth in this Section 2.4, no
repayment or prepayment of all or any portion of the Notes (other than the
payment of the Loans in full) shall cause, give rise to a right to require, or
otherwise result in, the release of the Lien of the Mortgage on any Project or
other collateral securing the Loans.




(1)           Release of Individual
Projects.Borrower on one or more occasions may obtain, and
the Administrative Agent and Lenders shall take such actions as are necessary to
effectuate pursuant to this Section 2.4, (a) the
release of any Project or Projects from the Lien of the Mortgage thereon (and
related Loan Documents) and (b) the release of Borrower’s obligations under the
Loan Documents with respect to such Project or Projects (other than those
expressly stated to survive repayment, including, but not limited to, those set
forth in the Environmental Indemnity Agreement), upon satisfaction of each of
the following conditions to the reasonable satisfaction of the Administrative
Agent:






(i)  Borrower
shall remit to the Administrative Agent an amount equal to the Allocated Loan
Amount (as such amount may have been reduced by any insurance or condemnation
proceeds previously paid to Administrative Agent with respect to such Project
and applied to the principal of the Loans in accordance with the terms hereof)
for the applicable Project;




(ii)  Borrower
shall pay to the Administrative Agent all sums, including, but not limited to,
interest payments (including accrued interest on the principal amount required
to be paid pursuant to clause (i) above ), and all costs due pursuant to
subsection 2.8(5) below and subpart (vii) hereof;




(iii)  The
applicable Project is transferred by Borrower to another Person which is not an
Affiliate of Borrower pursuant to a contract of sale that is a bona fide arm's
length contract with market-rate terms, or is refinanced subject to the
limitations on debt set forth in clause (b) of the definition of Single Purpose
Entity;




(iv)  Borrower
shall submit to the Administrative Agent (on behalf of the Lenders), prior to
the date of such release, a release of Lien and related Loan Documents (or, in
the case of a Mortgage, a request for reconveyance) for such Project for
execution by the Administrative Agent, which the Administrative Agent shall
promptly execute and deliver to the Borrower for recordation upon satisfaction
of all conditions set forth in this Section 2.4(1).  Such release
shall be in a form appropriate in each jurisdiction in which the applicable
Project is located and reasonably satisfactory to the Administrative
Agent;




(v)  So long
as the Project known as the “Warner Corporation Center” has not been released in
accordance with the terms hereof, then, after giving effect to such release,
there shall be at least one Project other than the Project known as the “Warner
Corporation Center” remaining as Collateral for the Loan;




(vi)  No
Potential Default or Event of Default shall have occurred and be continuing on
the date of the proposed release or after giving effect thereto;




(vii)  Borrower
shall pay all actual and reasonable costs and expenses (including reasonable
legal fees and disbursements) incurred by Administrative Agent or Lenders in
connection with such release; and




(viii)  Such
release shall be in compliance with all applicable legal requirements, and will
not impair or otherwise adversely affect the Liens, security interests and other
rights of the Administrative Agent or Lenders under the Loan Documents not being
released (or as to the parties to the Loan Documents and Projects subject to the
Loan Documents not being released).







Section
2.5                                Reserved.




Section
2.6                                Reserved.




Section
2.7                                Payments;
Pro Rata Treatment; Etc.




(1)           Payments
Generally.




(a)           Payments by
Borrower.  Except to the extent otherwise provided herein, all
payments of principal, interest and other amounts to be made by Borrower under
this Agreement and the Notes, and, except to the extent otherwise provided
therein, all payments to be made by Borrower under any other Loan Document,
shall be made in Dollars, in immediately available funds, without deduction,
set-off or counterclaim, to the Administrative Agent at an account designated by
the Administrative Agent by notice to Borrower, not later than 3:00 p.m.,
New York City time, on the date on which such payment shall become due (each
such payment made after such time on such due date to be deemed to have been
made on the next succeeding Business Day).




(b)           Reserved.




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




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




(2)           Pro Rata
Treatment.  Except to the extent otherwise provided
herein:  (a) each advance of a Loan from the Lenders under Section 2.1(1)
shall be made from the Lenders, and any termination of the obligation to make an
advance of the Loans shall be applied to the respective Commitments of the
Lenders, pro rata according to the amounts of their respective Commitments;
(b) except as otherwise provided in Section 2.7(4), Loans shall be allocated
pro rata among the Lenders according to the amounts of their respective
Commitments (in the case of the making of Loans) or their respective Loans (in
the case of Conversions or Continuations of Loans); (c) each payment or
prepayment of principal of Loans by Borrower shall be made for account of the
Lenders pro rata in accordance with the respective unpaid principal amounts of
the Loans held by them; and (d) each payment of interest on Loans by
Borrower shall be made for account of the Lenders pro rata in accordance with
the amounts of interest on such Loans then due and payable to the respective
Lenders.




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




(a)           if
the Required Payment shall represent a payment to be made by Borrower to the
Lenders, Borrower and the recipient(s) shall each be obligated retroactively to
the Advance Date to pay interest in respect of the Required Payment at the
Default Rate (without duplication of the obligation of Borrower under Section 2.2 to
pay interest on the Required Payment at the Default Rate), it being understood
that the return by the recipient(s) of the Required Payment to the
Administrative Agent shall not limit such obligation of Borrower under Section 2.2 to
pay interest at the Default Rate in respect of the Required Payment,
and




(b)           if
the Required Payment shall represent proceeds of a Loan to be made by the
Lenders to Borrower, the Payor and Borrower shall each be obligated
retroactively to the Advance Date to pay interest in respect of the Required
Payment pursuant to whichever of the rates specified in Section 2.2 is
applicable to the Type of such Loan, it being understood that the return by
Borrower of the Required Payment to the Administrative Agent shall not limit any
claim Borrower may have against the Payor in respect of such Required
Payment.




(4)           Sharing of Payments,
Etc.




(a)           Right of
Set-off.  Borrower agrees that, in addition to (and without
limitation of) any right of set-off, banker’s lien or counterclaim a Lender may
otherwise have, each Lender shall be entitled, at its option (to the fullest
extent permitted by law), to set off and apply any deposit (general or special,
time or demand, provisional or final), or other indebtedness, held by it for the
credit or account of Borrower at any of its offices, in Dollars or in any other
currency, against any principal of or interest on any of such Lender’s Loans or
any other amount payable to such Lender hereunder, that is not paid when due
(regardless of whether such deposit or other indebtedness is then due to
Borrower), in which case it shall promptly notify Borrower and the
Administrative Agent thereof, provided that such Lender’s failure to give such
notice shall not affect the validity thereof.




(b)           Sharing.  If any
Lender shall obtain from Borrower payment of any principal of or interest on any
Loan owing to it or payment of any other amount under this Agreement or any
other Loan Document through the exercise of any right of set-off, banker’s lien
or counterclaim or similar right or otherwise (other than from the
Administrative Agent as provided herein), and, as a result of such payment, such
Lender shall have received a greater percentage of the principal of or interest
on the Loans or such other amounts then due hereunder or thereunder by Borrower
to such Lender than the percentage received by any other Lender, it shall
promptly purchase from such other Lenders participations in (or, if and to the
extent specified by such Lender, direct interests in) the Loans or such other
amounts, respectively, owing to such other Lenders (or in interest due thereon,
as the case may be) in such amounts, and make such other adjustments from time
to time as shall be equitable, to the end that all the Lenders shall share the
benefit of such excess payment (net of any expenses that may be incurred by such
Lender in obtaining or preserving such excess payment) pro rata in accordance
with the unpaid principal of and/or interest on the Loans or such other amounts,
respectively, owing to each of the Lenders.  To such end all the
Lenders shall make appropriate adjustments among themselves (by the resale of
participations sold or otherwise) if such payment is rescinded or must otherwise
be restored.




(c)           Consent by
Borrower.  Borrower agrees that any Lender so purchasing such a
participation (or direct interest) may exercise all rights of set-off, banker’s
lien, counterclaim or similar rights with respect to such participation as fully
as if such Lender were a direct holder of Loans or other amounts (as the case
may be) owing to such Lender in the amount of such participation.




(d)           Rights of Lenders;
Bankruptcy.  Nothing contained herein shall require any Lender
to exercise any such right or shall affect the right of any Lender to exercise,
and retain the benefits of exercising, any such right with respect to any other
indebtedness or obligation of Borrower.  If, under any applicable
bankruptcy, insolvency or other similar law, any Lender receives a secured claim
in lieu of a set-off to which this Section 2.7(4)
applies, such Lender shall, to the extent practicable, exercise its rights in
respect of such secured claim in a manner consistent with the rights of the
Lenders entitled under this Section 2.7(4)
to share in the benefits of any recovery on such secured claim.






(e)           GECC Sole
Lender.  Notwithstanding any provisions of this Agreement to
the contrary, it is acknowledged and agreed that GECC will be the Administrative
Agent and sole Lender during the term of the Loans.







Section
2.8                                Yield
Protection; Etc.




(1)           Additional Costs.




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




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




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




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




If any
Lender requests compensation from Borrower under this paragraph (a),
Borrower may, by notice to such Lender (with a copy to the Administrative
Agent), suspend the obligation of such Lender thereafter to make or Continue
Eurodollar Loans, or to Convert Loans into Eurodollar Loans, until the
Regulatory Change giving rise to such request ceases to be in effect (in which
case the provisions of Section 2.8(4)
shall be applicable), provided that such suspension shall not affect the right
of such Lender to receive the compensation so requested.




(b)           Costs Attributable to Regulatory
Change or Risk-Based Capital Guidelines.  Without limiting the
effect of the foregoing provisions of this Section 2.8(1)
(but without duplication), Borrower shall pay directly to each Lender from time
to time on request such amounts as such Lender may determine to be necessary to
compensate such Lender (or, without duplication, the bank holding company of
which such Lender is a subsidiary) for any costs that it determines are
attributable to the maintenance of the Eurodollar Loans hereunder by such Lender
(or any Applicable Lending Office or such bank holding company), pursuant to any
law or regulation or any interpretation, directive or request (whether or not
having the force of law and whether or not failure to comply therewith would be
unlawful) of any court or governmental or monetary authority (i) following
any Regulatory Change or (ii) implementing any risk-based capital guideline
or other requirement (whether or not having the force of law and whether or not
the failure to comply therewith would be unlawful) hereafter issued by any
government or governmental or supervisory authority implementing at the national
level the Basle Accord, of capital in respect of its Commitment or Eurodollar
Loans (such compensation to include, without limitation, an amount equal to any
reduction of the rate of return on assets or equity of such Lender (or any
Applicable Lending Office or such bank holding company) to a level below that
which such Lender (or any Applicable Lending Office or such bank holding
company) could have achieved but for such law, regulation, interpretation,
directive or request).




(c)           Notification and
Certification.  Each Lender shall notify Borrower of any event
occurring after the date hereof entitling such Lender to compensation under
paragraph (a) or (b) of this Section 2.8(1)
as promptly as practicable, but in any event within 45 days, after such Lender
obtains actual knowledge thereof; provided that (i) if any Lender fails to
give such notice within 45 days after it obtains actual knowledge of such an
event, such Lender shall, with respect to compensation payable pursuant to this
Section 2.8(1)
in respect of any costs resulting from such event, only be entitled to payment
under this Section 2.8(1)
for costs incurred from and after the date 45 days prior to the date that such
Lender does give such notice and (ii) each Lender will designate a
different Applicable Lending Office for the Loans of such Lender affected by
such event if such designation will avoid the need for, or reduce the amount of,
such compensation and will not, in the sole opinion of such Lender, be
disadvantageous to such Lender, except that such Lender (if not a United Stated
Person) shall have no obligation to designate an Applicable Lending Office
located in the United States of America.  Each Lender will furnish to
Borrower a certificate setting forth the basis and amount of each request by
such Lender for compensation under paragraph (a) or (b) of this Section 2.8(1).  Determinations
and allocations by any Lender for purposes of this Section 2.8(1)
of the effect of any Regulatory Change pursuant to paragraph (a) of this
Section 2.8(1),
or of the effect of capital maintained pursuant to paragraph (b) of this
Section 2.8(1),
on its costs or rate of return of maintaining Loans or its obligation to make
Loans, or on amounts receivable by it in respect of Loans, and of the amounts
required to compensate such Lender under this Section 2.8(1),
shall be conclusive absent manifest error, provided that such determinations and
allocations are made on a reasonable basis.  Notwithstanding anything
to the contrary contained herein, it shall be a condition to the Borrower’s
obligation to pay compensation under this Section 2.8(1) that such compensation
requirements are also being imposed on substantially all other similar classes
or categories of commercial loans or commitments of such Lender similarly
affected by the Regulatory Change and the other guidelines and requirements
referred to in this Section 2.8(1).




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




(a)           after
making reasonable efforts, the Administrative Agent determines, which
determination shall be conclusive absent manifest error, that, as a result of
circumstances arising after the Closing Date, quotations of interest rates for
the relevant deposits referred to in the definition of Libor Base Rate are not
being provided in the relevant amounts or for the relevant maturities for
purposes of determining rates of interest for Eurodollar Loans as provided
herein; or




(b)           the
Majority Lenders determine, which determination shall be conclusive absent
manifest error, and notify the Administrative Agent that, as a result of
circumstances arising after the Closing Date, the relevant rates of interest
referred to in the definition of Libor Base Rate upon the basis of which the
rate of interest for Eurodollar Loans for such Interest Period is to be
determined are not likely adequately to cover the cost to such Lenders of making
or maintaining Eurodollar Loans for such Interest Period;




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




(3)           Illegality.  Notwithstanding
any other provision of this Agreement, in the event that it becomes unlawful for
any Lender or its Applicable Lending Office to honor its obligation to make or
maintain Eurodollar Loans hereunder (and, in the sole opinion of such Lender,
the designation of a different Applicable Lending Office would either not avoid
such unlawfulness or would be disadvantageous to such Lender), then such Lender
shall promptly notify Borrower thereof (with a copy to the Administrative Agent)
and such Lender’s obligation to make or Continue, or to Convert Loans of any
other Type into, Eurodollar Loans shall be suspended until such time as such
Lender may again make and maintain Eurodollar Loans (in which case the
provisions of Section 2.8(4)
shall be applicable).




(4)           Treatment of Affected
Loans.  If the obligation of any Lender to make Eurodollar
Loans or to Continue, or to Convert Alternate Base Rate Loans into, Eurodollar
Loans shall be suspended pursuant to Section 2.8(1)
or 2.8(3),
such Lender’s Loans shall be automatically Converted into Alternate Base Rate
Loans on the last day(s) of the then current Interest Period(s) for Loans (or,
in the case of a Conversion resulting from a circumstance described in Section 2.8(3),
on such earlier date as such Lender may specify to Borrower with a copy to the
Administrative Agent) and, unless and until such Lender gives notice as provided
below that the circumstances specified in Section 2.8(1)
or 2.8(3)
that gave rise to such Conversion no longer exist:




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




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




If such
Lender gives notice to Borrower with a copy to the Administrative Agent that the
circumstances specified in Section 2.8(1)
or 2.8(3)
that gave rise to the Conversion of such Lender’s Loans pursuant to this Section 2.8(4)
no longer exist (which such Lender agrees to do promptly upon such circumstances
ceasing to exist) at a time when Eurodollar Loans made by other Lenders are
outstanding, such Lender’s Alternate Base Rate Loans shall be automatically
Converted, on the first day(s) of the next succeeding Interest Period(s) for
such outstanding Eurodollar Loans, to the extent necessary so that, after giving
effect thereto, all Alternate Base Rate Loans and Eurodollar Loans are allocated
among the Lenders ratably (as to principal amounts, Types and Interest Periods)
in accordance with their respective Commitments.




(5)           Compensation.  Borrower
shall pay to the Administrative Agent for account of each Lender, upon the
request of such Lender through the Administrative Agent, such amount or amounts
as shall be sufficient (in the reasonable opinion of such Lender) to compensate
it for any actual out-of-pocket  cost or expense that such Lender
determines is attributable to any payment, prepayment or Conversion of a
Eurodollar Loan made by such Lender for any reason (including, without
limitation, the acceleration of the Loans pursuant to the Administrative Agent’s
or the Lenders’ rights referred to in Article 10) on a
date other than the last day of the Interest Period for such Loan.




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




(6)           United
States Taxes.




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




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




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




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




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




(7)           Replacement of
Lenders.  If any Lender requests compensation pursuant to Section 2.8(1)
or 2.8(6), or
any Lender’s obligation to Continue Loans of any Type, or to Convert Loans of
any Type into the other Type of Loan, shall be suspended pursuant to Section 2.8(2)
or 2.8(3)
(any such Lender requesting such compensation, or whose obligations are so
suspended, being herein called a “Requesting
Lender”), Borrower, upon three Business Days notice, may require that
such Requesting Lender transfer all of its right, title and interest under this
Agreement and such Requesting Lender’s Note to any bank or other financial
institution (a “Proposed
Lender”) identified by Borrower that is satisfactory to the
Administrative Agent (i) if such Proposed Lender agrees to assume all of
the obligations of such Requesting Lender hereunder, and to purchase all of such
Requesting Lender’s Loans hereunder for consideration equal to the aggregate
outstanding principal amount of such Requesting Lender’s Loans, together with
interest thereon to the date of such purchase (to the extent not paid by
Borrower), and satisfactory arrangements are made for payment to such Requesting
Lender of all other amounts accrued and payable hereunder to such Requesting
Lender as of the date of such transfer (including any fees accrued hereunder and
any amounts that would be payable under Section 2.8(5)
as if all of such Requesting Lender’s Loans were being prepaid in full on such
date) and (ii) if such Requesting Lender has requested compensation
pursuant to Section 2.8(1)
or 2.8(6), such
Proposed Lender’s aggregate requested compensation, if any, pursuant to Section 2.8(1)
or 2.8(6) with
respect to such Requesting Lender’s Loans is lower than that of the Requesting
Lender.  Subject to the provisions of Section 12.24(2),
such Proposed Lender shall be a “Lender” for all purposes
hereunder.  Without prejudice to the survival of any other agreement
of Borrower hereunder, the agreements of Borrower contained in Sections 2.8(1),
2.8(6) and
12.5 (without
duplication of any payments made to such Requesting Lender by Borrower or the
Proposed Lender) shall survive for the benefit of such Requesting Lender under
this Section 2.8(7)
with respect to the time prior to such replacement.






ARTICLE
3









INSURANCE
AND CONDEMNATION







Section
3.1                                Insurance.  Borrower
shall maintain insurance as follows:




(1)           Casualty; Business
Interruption.  Borrower shall keep the Projects insured against
damage by fire and the other hazards covered by a standard extended coverage and
all-risk insurance policy for the full insurable value thereof on a replacement
cost claim recovery basis (without reduction for depreciation or co-insurance
and without any exclusions or reduction of policy limits for acts of domestic
and foreign terrorism or other specified action/inaction), and shall maintain
boiler and machinery, earthquake, acts of domestic and foreign terrorism
endorsement coverage and such other casualty insurance as reasonably required by
the Administrative Agent.  The Administrative Agent reserves the right
to require from time to time the following additional
insurance:  flood, windstorm and/or building law or
ordinance.  Borrower shall keep the Projects insured against loss by
flood if such Project is located currently or at any time in the future in an
area identified by the Federal Emergency Management Agency as an area having
special flood hazards and in which flood insurance has been made available under
the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of
1973 or the National Flood Insurance Reform Act of 1994 (as such acts may from
time to time be amended) in an amount at least equal to the lesser of
(a) the Allocated Loan Amount for such Projects or (b) the maximum
limit of coverage available under said acts.  Any such flood insurance
policy shall be issued in accordance with the requirements and current
guidelines of the Federal Insurance Administration.  Borrower shall
maintain business interruption insurance, including use and occupancy, rental income loss and extra
expense, against all periods covered by Borrower’s property insurance for a
limit equal to twelve (12) calendar months’ exposure, all without any exclusions
or reduction of policy limits for acts of domestic and foreign terrorism or
other specified action/inaction.  Borrower shall maintain earthquake
insurance and terrorism coverage in such amounts and with such coverages and
deductibles as are then being maintained with respect to institutionally-owned
“Class A” office buildings in the market where the properties are
located.  Borrower shall not maintain any separate or additional
insurance which is contributing in the event of loss unless it is properly
endorsed and otherwise satisfactory to the Administrative Agent in all
respects.  The proceeds of insurance paid on account of any damage or
destruction to the Projects in excess of the Restoration Threshold shall be paid
to the Administrative Agent to be applied as provided in Section 3.2.




(2)           Liability.  Borrower
shall maintain (a) commercial general liability insurance with respect to
the Projects providing for limits of liability of not less than $5,000,000 for
both injury to or death of a person and for property damage per occurrence; (b)
worker’s compensation insurance to statutory limits (but in no event less than
$1,000,000), and employer’s liability insurance covering employees at the
Projects employed by Borrower or Manager (to the extent required, and in the
amounts required by applicable laws); (c) umbrella liability on a following-form
basis with limits of $1,000,000 per occurrence and annual aggregate; (d) at all
times during which structural construction, repairs or alterations are being
made with respect to the improvements, and only if or to the extent such
coverage is not provided through the other insurance maintained by or for the
benefit of the Borrower, builder’s risk insurance, as applicable, in amounts and
with coverages reasonably required by Administrative Agent; and (e) other
liability insurance as reasonably required by the Administrative
Agent.




(3)           Form and
Quality.  All insurance policies shall be endorsed in form and
substance acceptable to the Administrative Agent to name the Administrative
Agent (on behalf of the Lenders) as an additional insured, loss payee or
mortgagee thereunder, as its interest may appear, with loss payable to the
Administrative Agent, without contribution, under a standard New York (or local
equivalent) mortgagee clause.  All such insurance policies and
endorsements shall be fully paid for, shall be issued by appropriately licensed
insurance companies acceptable to the Administrative Agent with a rating of
“A-VII” or better as established by A.M. Best’s Rating Guide, and shall be
in such form, and shall contain such provisions, deductibles (with no increased
deductible for acts of terrorism or other specified action/inaction) and
expiration dates, as are acceptable to the Administrative
Agent.  Notwithstanding anything to the contrary contained herein, the
insurance carried by Borrower as of the Closing Date is hereby accepted by
Administrative Agent as satisfying the requirements of this Section 3.1, absent
any changes in circumstances; provided, however, that Borrower shall not reduce
any existing insurance coverages (i) with respect to earthquake insurance and
terrorism coverage to less than such amounts and such coverages and deductibles
as are then being maintained with respect to institutionally-owned “Class A”
office buildings in the market where the Projects are located, or (ii) to
include insurance carriers rated lower than A(Minus)/VII (7), or (iii) to have
rental loss insurance for a period shorter than one year.  Each policy
shall provide that such policy may not be canceled or materially changed except
upon thirty (30) days' prior written notice of intention of non-renewal,
cancellation or material change to the Administrative Agent and that no act or
thing done by Borrower shall invalidate any policy as against the Administrative
Agent or any Lender.  Blanket policies shall be permitted only if the
Administrative Agent receives appropriate endorsements and/or duplicate policies
containing the Administrative Agent’s right to continue (for the benefit of the
Lenders) coverage on a pro rata pass-through basis and that coverage will
not be affected by any loss on other properties covered by the
policies.  If Borrower fails to maintain insurance in compliance with
this Section 3.1, the
Administrative Agent may obtain such insurance and pay the premium therefor and
Borrower shall, on demand, reimburse the Administrative Agent for all expenses
incurred in connection therewith.




(4)           Assignment.  Borrower
shall assign Borrower’s interest in the policies or proofs of insurance to the
Administrative Agent (for the benefit of the Lenders), in such manner and form
that the Administrative Agent and its successors and assigns shall at all times
have and hold the same as security for the payment of the
Loan.  Borrower shall deliver copies of all original policies
certified to the Administrative Agent by the insurance company or authorized
agent as being true copies, together with the endorsements required
hereunder.  If Borrower elects to obtain any insurance for the
Projects which is not required under this Agreement all related insurance
policies shall be endorsed in compliance with Section 3.1(3),
and such additional insurance shall not be canceled without prior notice to the
Administrative Agent.  From time to time upon the Administrative
Agent’s request, Borrower shall identify to the Administrative Agent all
insurance maintained by Borrower with respect to the Projects.  The
proceeds of insurance policies coming into the possession of the Administrative
Agent shall not be deemed trust funds, and the Administrative Agent shall be
entitled to apply such proceeds as herein provided.




(5)           Adjustments.  Borrower
shall give prompt written notice of any loss exceeding $1,000,000 to the
insurance carrier and to the Administrative Agent.  Without the
Administrative Agent’s prior consent which shall not be unreasonably withheld or
delayed, Borrower shall not agree to any insurance adjustment, compromise or
settlement in excess of $10,000,000, it being understood that Borrower may
adjust, compromise or settle claims, and directly collect the insurance
proceeds, for claims not in excess of $10,000,000.  With respect to
claims in excess of $10,000,000, the Administrative Agent may participate in any
such proceeding (not to the exclusion of Borrower), and may make proof of loss,
adjust and compromise any such claim under Borrower’s insurance policies,
and  appear in and prosecute any action arising from such insurance
policies, to collect and receive insurance proceeds on account of such claim,
and to deduct therefrom the Administrative Agent’s reasonable expenses incurred
in the collection of such proceeds.  Nothing contained in this Section 3.1(5),
however, shall require the Administrative Agent to incur any expense or take any
action hereunder.




Section
3.2                                Use and Application of Insurance
Proceeds.The
Administrative Agent shall apply (or permit Borrower to apply) insurance
proceeds to costs of restoring a Project or the Loans as follows:




(1)           if
the loss is less than or equal to the Restoration Threshold, Borrower may
directly collect and apply the insurance proceeds for restoration provided
(a) no Event of Default or Potential Default exists, and (b) Borrower
promptly commences and is diligently pursuing restoration of such
Project;




(2)           if
the loss exceeds the Restoration Threshold the Administrative Agent shall apply
the insurance proceeds to restoration provided that at all times during such
restoration (a) no Event of Default or Potential Default exists;
(b) the Administrative Agent determines that there are sufficient funds
available to restore and repair the Project to its condition prior to the
casualty or to such other condition approved by the Administrative Agent;
(c) the Administrative Agent determines that the Net Operating Income of
the subject Project during restoration together with the Net Operating Income of
the other Projects will be sufficient to pay Debt
Service;  (d) the Administrative Agent determines that
restoration and repair of the Project to its condition prior to the casualty or
to such other  condition approved by the Administrative Agent will be
completed within six months after the date of loss or casualty and in any event
thirty (30)  days prior to the Maturity Date; (e) Borrower
promptly commences and is diligently pursuing restoration of the Project; and
(f) the Project after the restoration will be in compliance with and
permitted under all applicable zoning, building and land use laws, rules,
regulations and ordinances;




(3)           if
the conditions set forth above are not satisfied, in the Administrative Agent’s
sole but reasonable discretion, the Administrative Agent may (subject to the
approval of the Majority Lenders) apply any insurance proceeds it may receive to
the payment of the amounts owing under the Loan Documents in such order and
manner as the Administrative Agent in its sole discretion determines (and
provided there is a  concomitant reduction in the Allocated Loan
Amount for such Project) or allow all or a portion of such proceeds to be used
for the restoration of the Project; and




(4)           insurance
proceeds applied to restoration will be disbursed on receipt of satisfactory
plans and specifications, contracts and subcontracts, schedules, budgets, lien
waivers and architects’ certificates, and otherwise in accordance with prudent
commercial construction lending practices for construction loan advances,
including, as applicable, the advance conditions under Schedule
2.1.  Any insurance proceeds remaining after payment of all
restoration costs shall be applied by the Administrative Agent to the
outstanding principal balance of the Loans or, at the Administrative Agent’s
sole option, remitted to Borrower.




Section
3.3                                Condemnation
Awards.  Borrower shall promptly notify the Administrative
Agent of the institution of any proceeding for the condemnation or other taking
of the Project or any portion thereof.  The Administrative Agent may
participate in any such proceeding and Borrower will deliver to the
Administrative Agent all instruments necessary or required by the Administrative
Agent to permit such participation.  Without the Administrative
Agent’s prior consent (subject to the approval of the Majority Lenders),
Borrower (1) shall not agree to any compensation or award, and (2) shall not
take any action or fail to take any action which would cause the compensation to
be determined.  All awards and compensation for the taking or purchase
in lieu of condemnation of the Project or any part thereof are hereby assigned
to and shall be paid to the Administrative Agent.  Borrower authorizes
the Administrative Agent to collect and receive such awards and compensation, to
give proper receipts and acquittances therefor, and in the Administrative
Agent’s sole discretion (which the Administrative Agent shall exercise at the
direction of the Majority Lenders) to apply the same toward the payment of the
Loans (provided there is a concomitant reduction in the Allocated Loan Amount
for such Project), notwithstanding that the Loans may not then be due and
payable, or to the restoration of the Project; however, if the award is less
than or equal to the $50,000, and Borrower requests that such proceeds be used
for non-structural site improvements (such as landscape, driveway, walkway and
parking area repairs) required to be made as a result of such condemnation, the
Administrative Agent will apply the award to such restoration in accordance with
disbursement procedures applicable to insurance proceeds provided there exists
no Potential Default or Event of Default.  Borrower, upon request by
the Administrative Agent, shall execute all instruments requested to confirm the
assignment of the awards and compensation to the Administrative Agent, free and
clear of all Liens.






ARTICLE
4









ENVIRONMENTAL
MATTERS







Section
4.1                                Reserved.




Section
4.2                                Covenants
on Environmental Matters.




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




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




(3)           If
the Administrative Agent has a reasonable suspicion that a release of Hazardous
Materials has occurred at or near any Project after the Closing Date, Borrower
shall provide to the Administrative Agent, at Borrower’s expense promptly upon
the written request of the Administrative Agent , a Site Assessment or, if
required by the Administrative Agent, an update to any existing Site Assessment,
to assess the presence or absence of any Hazardous Materials and the potential
costs in connection with abatement, cleanup or removal of any Hazardous
Materials found on, under, at or within any Project.




Section
4.3                                Allocation of Risks and
Indemnity.  As between
Borrower, the Administrative Agent and the Lenders, all risk of loss associated
with non-compliance with Environmental Laws, or with the presence of any
Hazardous Material at, upon, within, contiguous to or otherwise affecting any
Project, shall lie solely with Borrower.  Accordingly, Borrower shall
bear all risks and costs associated with any loss (including any loss in value
attributable to Hazardous Materials), damage or liability therefrom, including
all costs of removal of Hazardous Materials or other remediation required
by  applicable Environmental Law.  Borrower shall at all
times indemnify, defend and hold the Administrative Agent and the Lenders
harmless from and against any and all claims, suits, actions, debts, damages,
losses, liabilities, litigations, judgments, charges, costs and expenses
(including reasonable costs of defense), of any nature whatsoever proffered or
incurred by the Administrative Agent and/or the Lenders, whether as mortgagee or
beneficiary under the Mortgage, as mortgagee in possession, or as
successor-in-interest to Borrower by foreclosure deed or deed in lieu of
foreclosure, and whether based in contract, tort, implied or express warranty,
strict liability, criminal or civil statute or common law, including those
arising from the joint, concurrent or comparative negligence of the
Administrative Agent and the Lenders, under or on account of the Environmental
Laws, including the assertion of any Lien thereunder, with respect
to:  (1) a breach of any representation, warranty or covenant of
Borrower contained in this Article 4; (2) any acts performed by the
Administrative Agent or any Lender pursuant to the provisions of this Article 4;
(3) any discharge of Hazardous Materials, the threat of discharge of any
Hazardous Materials or the storage or presence of any Hazardous Materials
affecting any Project whether or not the same originates or emanates from such
Project or any contiguous real estate, including any loss of value of such
Project as a result of the foregoing (but Borrower shall not be responsible for
any such loss or diminution in value if the Loans have been repaid);
(4) any costs of removal or remedial action incurred by the United States
Government or any costs incurred by any other Person or damages from injury to,
destruction of, or loss of natural resources including reasonable costs of
assessing such injury, destruction or loss incurred pursuant to any
Environmental Laws; (5) liability for personal injury or property damage
arising under any statutory or common law tort theory, including without
limitation damages assessed for the maintenance of a public or private nuisance
or for the carrying on of an abnormally dangerous activity at, upon, under or
within any Project; and/or (6) any other environmental matter affecting any
Project within the jurisdiction of the Environmental Protection Agency, any
other federal agency or any state or local environmental agency.  The
foregoing notwithstanding, Borrower shall not be liable under such
indemnification to the extent such loss, liability, damage, claim, suits,
actions, debts, damages, litigations, judgments, charges, cost or expense
results solely from the Administrative Agent’s or any Lender’s gross negligence
or willful misconduct.  Borrower’s obligations under this Section 4.4
shall arise upon the discovery of the presence of any Hazardous Material subject
to indemnification hereunder, whether or not the Environmental Protection
Agency, any other federal agency or any state or local environmental agency has
taken or threatened any action in connection with the presence of any Hazardous
Material and shall continue notwithstanding the repayment of the Loans or any
transfer or sale of any right, title and interest in the Project (by
foreclosure, deed in lieu of foreclosure or
otherwise).  Notwithstanding the foregoing, , Borrower shall not be
liable under this Section 4.3 to
the extent such loss, liability, damage, claim, suits, actions, debts, damages,
litigations, judgments, charges, cost or expense arise out of, relate to or
result from either (A) Hazardous Materials existing on, in, under or about any
of the Projects as of the Closing Date or (B)  events or conditions
caused or created by the Administrative Agent and first existing after the
Administrative Agent acquires title to the Project by foreclosure or acceptance
of a deed in lieu thereof..




Section
4.4                                Lender’s Right to Protect
Collateral.  If (1) any discharge of Hazardous Materials
or the threat of a discharge of Hazardous Material affecting any Project occurs
after the Closing Date, whether originating or emanating from such Project or
any contiguous real estate, and/or (2) Borrower fails to comply with any
applicable Environmental Laws or related regulations, the Administrative Agent
may at its election, but without the obligation so to do, give such notices
and/or cause such work to be performed at such Project and/or take any and all
other actions as the Administrative Agent shall deem necessary or advisable in
order to abate the discharge of any Hazardous Material, remove the Hazardous
Material or cure Borrower’s noncompliance.




Section
4.5                                No
Waiver.  Notwithstanding any provision in this Article 4 or
elsewhere in the Loan Documents, or any rights or remedies granted by the Loan
Documents, the Administrative Agent and the Lenders do not waive and expressly
reserve all rights and benefits now or hereafter accruing to the Administrative
Agent and/or any Lenders under the “security interest” or “secured creditor”
exception under applicable Environmental Laws, as the same may be
amended.  No action taken by the Administrative Agent and/or any
Lender pursuant to the Loan Documents shall be deemed or construed to be a
waiver or relinquishment of any such rights or benefits under the “security
interest exception”.






ARTICLE
5









LEASING
MATTERS







Section
5.1                                Reserved.




Section
5.2                                Standard Lease Form; Approval
Rights.  All leases and other rental arrangements in effect on
the Closing Date are in all respects  approved by the Administrative
Agent.  Except as provided herein, all future leases shall be on a
standard lease form approved by the Administrative Agent with no modifications
(except as approved by the Administrative Agent).  Such lease form
shall provide that the tenant shall attorn to the Administrative Agent (on
behalf of the Lenders).  Borrower shall hold, in trust, all tenant
security deposits , and, to the extent required by applicable law, shall not
commingle any such funds with any other funds of Borrower.  Within ten
(10) days after the Administrative Agent’s request, Borrower shall furnish to
the Administrative Agent a statement of all tenant security deposits, and copies
of all leases not previously delivered to the Administrative Agent, certified by
Borrower as being true and correct.  Notwithstanding anything to the
contrary contained herein or in the Loan Documents, Borrower shall have the
right to enter into, renew, amend, cancel, terminate or otherwise modify any
lease without the Administrative Agent’s approval, provided such lease is not a
Major Lease.  .  If Administrative Agent’s approval is
required for the execution, amendment, or mutual termination of any lease
pursuant to this Section 5.2, the
Borrower shall deliver to the Administrative Agent the following information
(collectively, the “Lease Approval
Package”):  (i) the identity of the proposed tenant;
(ii) such information with respect to the prospective tenant as shall
permit the Administrative Agent to assess such proposed tenant’s business,
character and creditworthiness; and (iii) a draft of the proposed lease or
lease modification and a summary of the material terms of such lease or
modification .  Within five (5) Business Days after the Administrative
Agent shall have received a Lease Approval Package, the Administrative Agent
shall either consent or refuse to consent to such Lease Approval
Package.  If the Administrative Agent shall fail to respond within
such five (5) Business Day period, the Administrative Agent shall be deemed to
have consented to such proposed lease or lease
modification.   Any lease of space within a Project that, when
combined with all other space in the Project leased to the same tenant or to any
affiliate of such tenant, exceeds 30,000 rentable square feet is referred to
herein as a “Major
Lease.”




Section
5.3                                Covenants.  Borrower
(1) shall perform the material obligations which Borrower is required to
perform under the leases; (2) shall enforce the material obligations to be
performed by the tenants; (3) shall promptly furnish to the Administrative
Agent any notice of default or termination received by Borrower from any tenant
under a Major Lease, and any notice of default or termination given by Borrower
to any tenant under a Major Lease; (4) shall not collect any rents for more
than thirty (30) days in advance of the time when the same shall become due,
except for bona fide security deposits not in excess of an amount equal to two
month’s rent escalations, percentage rents and estimated payments of operating
expenses, taxes and other pass-throughs paid by tenants pursuant to their
leases; (5) shall not enter into any ground lease or master lease of any
part of the Project; (6) shall not further assign or encumber any lease
while such Project remains security for the Loans; (7) shall not, except
with the Administrative Agent’s prior written consent or as otherwise permitted
pursuant to the Loan Documents, cancel or accept surrender or termination of any
lease; and (8) shall not, except with the Administrative Agent’s prior written
consent, modify or amend any Major Lease (except for minor modifications and
amendments entered into in the ordinary course of business, consistent with
prudent property management practices, not affecting the economic terms of the
lease), and any action in violation of clauses (5), (6), (7), and (8) of this
Section 5.3
shall be void at the election of the Administrative Agent.




Section
5.4                                Subordination
Agreements.  With respect to leases approved by the
Administrative Agent, the Administrative Agent (on behalf of the Lenders) shall,
if requested by the Borrower, and as a condition to a tenant’s obligation to
subordinate its lease (if necessary or if requested by the Borrower), or attorn,
enter into a subordination and non-disturbance agreement with such tenant on the
Administrative Agent’s normal form (with such commercially reasonable changes
thereto as may be requested by such tenant).






ARTICLE
6









REPRESENTATIONS
AND WARRANTIES




Borrower
represents and warrants to the Administrative Agent and the Lenders as of the
date hereof that:







Section
6.1                                Organization and
Power.  Borrower, each Borrower Party and Borrower’s Member is
duly organized, validly existing and in good standing under the laws of the
state of its formation or existence, and is in compliance with legal
requirements applicable to doing business in the State.  Borrower is
not a “foreign person” within the meaning of §1445(f)(3) of the Internal Revenue
Code.  The organizational chart for Borrower in Schedule 6.1
accurately reflects the ownership structure of Borrower and its constituent
entities as of the date hereof.  Borrower’s and each Borrower Party’s
name as it appears in official filings in the state of its incorporation or
other organization, the type of entity of Borrower and each Borrower Party
(including corporation, partnership, limited partnership or limited liability
company), organizational identification number issued by
Borrower’s  state of incorporation or organization or a statement that
no such number has been issued, Borrower’s and each Borrower Party’s state of
organization or incorporation, Borrower’s and each Borrower Party’s chief
executive office, other offices, and all premises (other than the Projects)
where Collateral is stored or located are set forth on Schedule 6.1 attached
hereto or in the “Address for Notice” area below Borrower’s signature
hereto.  Borrower and each Borrower Party has only one state of
incorporation or organization, which is set forth in Schedule 6.1.  All
other information regarding Borrower and each Borrower Party contained in Schedule 6.1 is
true and correct as of the Closing Date.




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




Section
6.3                                Liabilities; Litigation; Other
Secured Loan Transactions.




(1)           The
financial statements, to the extent, if any, that are delivered by Borrower and
each Borrower Party to Administrative Agent are true and correct in all material
respects as of the date or dates thereof with no significant change since the
date of preparation.  Except as disclosed in such financial
statements, there are no liabilities (fixed or contingent) affecting Borrower,
or, to Borrower’s knowledge, the Projects except for Borrower’s obligations
under the Loan Documents and liabilities relating to the
Projects.  Except as disclosed in such financial statements or in the
litigation searches provided to the Administrative Agent (or its counsel) prior
to the Closing Date, there is no litigation, administrative proceeding,
investigation or other legal action (including any proceeding under any state or
federal bankruptcy or insolvency law) pending or threatened in writing against
the Project, Borrower or any Borrower Party which if adversely determined could
have a material adverse effect on such party, any of the Projects or the
Loans.




(2)           Borrower
is not, and has not been, bound (whether as a result of a merger or otherwise)
as a debtor under a pledge or security agreement entered into by another Person,
which has not heretofore been terminated.




Section
6.4                                Reserved.




Section
6.5                                Other Agreements;
Defaults.  Borrower is not a party to any agreement or
instrument or subject to any court order, injunction, permit, or restriction
which might adversely affect any Project or the business, operations, or
condition (financial or otherwise) of Borrower .  Borrower is not in
violation of any agreement which violation would have an adverse effect on any
Project or Borrower, or  Borrower’s  business, properties,
or assets, operations or condition, financial or otherwise.




Section
6.6                                Compliance with
Law.  Borrower and each Borrower Party have all requisite
licenses, permits, franchises and qualifications to own its
interest  in the Projects and carry on its respective
business.




Section
6.7                                Location of
Borrower.  Borrower’s principal place of business and chief
executive offices are located at the address identified in the “Address for
Notice” area below Borrower’s signature hereto.




Section
6.8                                ERISA.






(1)  As of the
Closing Date and throughout the term of the Loan, (a) Borrower is not and
will not be an “employee benefit plan” as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
which is subject to Title I of ERISA, and (b) the assets of Borrower
do not and will not constitute “plan assets” of one or more such plans for
purposes of Title I of ERISA; and




(2)  As of the
Closing Date and throughout the term of the Loan Borrower is not and will not be
a “governmental plan” within the meaning of Section 3(3) of
ERISA.







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




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




Section
6.11                                Solvency. Giving effect to the
Loans, the fair saleable value of Borrower’s assets exceeds and will,
immediately following the making of the Loans, exceed Borrower’s total
liabilities, including, without limitation, subordinated, unliquidated, disputed
and contingent liabilities.  The fair saleable value of Borrower’s
assets is and will, immediately following the making of the Loans, be greater
than Borrower’s probable liabilities, including the maximum amount of its
contingent liabilities on its Debts as such Debts become absolute and
matured.  Borrower’s assets do not and, immediately following the
making of the Loans will not, constitute unreasonably small capital to carry out
its business as conducted or as proposed to be conducted.  Borrower
does not intend to, and does not believe that it will, incur Debts and
liabilities (including contingent liabilities and other commitments) beyond its
ability to pay such Debts as they mature (taking into account the timing and
amounts of cash to be received by Borrower and the amounts to be payable on or
in respect of obligations of Borrower).  Except as expressly disclosed
to the Administrative Agent in writing, no petition in bankruptcy has been filed
by or against Borrower or any Borrower Party in the last seven (7) years,
and neither Borrower nor any Borrower Party in the last seven (7) years has
ever made an assignment for the benefit of creditors or taken advantage of any
insolvency act for the benefit of debtors.  Neither Borrower nor any
Borrower Party is contemplating either the filing of a petition by it under
state or federal bankruptcy or insolvency laws or the liquidation of all or a
major portion of its assets or property, and neither Borrower nor any Borrower
Party has knowledge of any Person contemplating the filing of any such petition
against it.




Section
6.12                                Full and Accurate
Disclosure.  No statement of fact made by or on behalf of
Borrower or any  Borrower Party in this Agreement or in any of the
other Loan Documents or in any certificate, statement or questionnaire delivered
by Borrower or any Borrower Party in connection with the Loans contains any
untrue statement of a material fact known to Borrower or any  Borrower
Party or omits to state any material fact known to Borrower or
any  Borrower Party that is necessary to make statements contained
herein or therein not misleading.  There is no fact presently known to
Borrower or any Borrower Party which has not been disclosed to the
Administrative Agent which adversely affects, nor as far as Borrower can
foresee, might adversely affect, the business, operations or condition
(financial or otherwise) of Borrower or any Borrower Party.  All
information supplied by Borrower to the Administrative Agent with respect to any
of the Collateral is, to Borrowers’ knowledge, accurate and complete in all
material respects.  All evidence of Borrower’s and each Borrower
Party’s identity provided to Lender is genuine, and all related information is
accurate.




Section
6.13                                Single Purpose
Entity.  Borrower is and has at all times since its formation
been a Single Purpose Entity.




Section
6.14                                Management
Agreement.  The Management Agreements identified in Schedule 6.14
attached hereto are the only management agreements in existence with respect to
the operation or management of the Projects.  The copies of the
Management Agreements delivered to the Administrative Agent are true and correct
copies, and such agreements have not been amended or
modified.  Neither party to any such agreement is in default under
such agreement and the Manager has no defense, offset right or other right to
withhold performance under or terminate any such agreement.




Section
6.15                                No Conflicts.  The
execution, delivery and performance of this Agreement and the other Loan
Documents by Borrower will not conflict with or result in a breach of any of the
terms or provisions of, or constitute a default under, or result in the creation
or imposition of any Lien (other than pursuant to the Loan Documents) upon any
of the property or assets of Borrower pursuant to the terms of any indenture,
mortgage, deed of trust, loan agreement, operating agreement or other agreement
or instrument to which Borrower is a party or by which any of Borrower’s
property or assets is subject, nor will such action result in any violation of
the provisions of any statute or any order, rule or regulation of any court or
governmental agency or body having jurisdiction over Borrower or any of
Borrower’s properties or assets, and any consent, approval, authorization,
order, registration or qualification of or with any court or any such regulatory
authority or other governmental agency or body required for the execution,
delivery and performance by Borrower of this Agreement or any other Loan
Documents has been obtained and is in full force and effect.




Section
6.16                                Title.  To
Borrower’s knowledge, Borrower has, on the Closing Date, good, marketable and
insurable title the portion of the Projects consisting of real property, and to
Borrower’s knowledge such title is free and clear of all Liens whatsoever,
except for the Permitted Encumbrances and such other Liens as are permitted
pursuant to the Loan Documents and has rights and the power to transfer each
item of Collateral upon which it purports to grant a Lien under the Mortgages or
any of the other Loan Documents.  The Mortgages create (and upon the
recordation thereof and of any related financing statements there will be
perfected) (1) a valid Lien on the Projects, subject only to Permitted
Encumbrances and (2) valid security interests in and to, and collateral
assignments of, all personality (including the leases), all in accordance with
the terms thereof, in each case subject only to any applicable Permitted
Encumbrances and such other Liens as are permitted pursuant to the Loan
Documents.  There are no claims for payment for work, labor or
materials affecting the Projects contracted for by Borrower which are or may
become a Lien prior to, or of equal priority with, the Liens created by the Loan
Documents.




Section
6.17                                Reserved.




Section
6.18                                Reserved.




Section
6.19                                Insurance.  Borrower
has obtained and has delivered to the Administrative Agent certified copies of
(or certificates of insurance with respect to ) all of the insurance policies
for the Projects reflecting the insurance coverages, amounts and other insurance
requirements required by  this Agreement.  No claims have
been made under any such policy with respect to the Projects, and no Person,
including Borrower, has done, by act or omission, anything which would impair
the coverage of any such policy.




Section
6.20                                Reserved.




Section
6.21                                Reserved.




Section
6.22                                Reserved.




Section
6.23                                Reserved.




Section
6.24                                Reserved.




Section
6.25                                Filing and Recording
Taxes.  All transfer taxes, deed stamps, intangible taxes or
other amounts in the nature of transfer taxes required to be paid by any Person
under applicable legal requirements currently in effect in connection with the
transfer of each Project to Borrower or any transfer of a controlling interest
in Borrower have been paid or will be paid on the Closing Date.




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






ARTICLE
7









FINANCIAL
REPORTING







Section
7.1                                Financial Statements Quarterly
Reports.  Within the earlier of  five (5) Business
Days after the Form 10-Q of the REIT for any fiscal quarter becomes publicly
available (or, in the case of clause (ii), (iii) and (iv) below, within sixty
(60) days following the end of such fiscal quarter) , the Borrower shall furnish
to the Administrative Agent the following:  (i) the most recent Form
10-Q of the REIT (which may be delivered by posting it on the REIT’s website),
(ii) a summary of operating results for each of the Projects as of the end of
the current quarter for the year-to-date, (iii) an unaudited balance sheet and
income statement for  Borrower as of the end of the current quarter
for the year-to-date (which may be consolidated provided that such financial
statements contain notes identifying each item on such financial statements that
is attributable to such Borrower or the Projects) and (iv) an updated rent roll
for each of the Projects.




(1)           Annual
Reports.  Within  five (5) Business Days after the
annual Form 10-K of the REIT for fiscal year 2008 becomes publicly available
(or, in the case of clause (ii), (iii) and (iv) below, within one hundred (100)
days following the end of such fiscal year), the Borrower shall furnish to the
Administrative Agent the following:  (i) the annual Form 10-K of the
REIT (which may be delivered by posting it on the REIT’s website), (ii) an
annual summary of operating results for each of the Projects for such year,
(iii) an unaudited balance sheet and income statement for such year
for  Borrower (which may be consolidated provided that such financial
statements contain notes identifying each item on such financial statements that
is attributable to such Borrower or the Projects) and (iv) an updated rent roll
for each of the Projects.




(2)           Certification; Supporting
Documentation.  Each quarterly financial statement required
hereunder shall be in scope and detail reasonably satisfactory to the
Administrative Agent and certified by the chief financial representative of
Borrower’s Manager.




Section
7.2                                Accounting Principles.  All financial
statements shall be prepared in accordance with generally accepted accounting
principles, consistently applied from year to year.




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




Section
7.4                                Audits.  Borrower
shall permit the Administrative Agent and the Administrative Agent’s agents and
consultants to examine such records, books and papers of Borrower which reflect
upon its financial condition, the income and expenses relative to the Projects
and the representations set forth in Article 9.






ARTICLE
8









COVENANTS




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







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




(1)           Except
for Permitted Transfers, without the prior written consent of the Administrative
Agent and the Lenders (to the extent required under Section 12.2),
no Transfer shall occur or be permitted, nor shall Borrower enter into any
easement or other agreement granting rights in or restricting the use or
development of the Project;




(2)           Without
limiting the foregoing, the conveyance of all of the Projects (or all of the
Projects owned by Borrower) to a Controlled Subsidiary which is a Single Purpose
Entity and which assumes all of the obligations of the Borrower under the Loan
Documents in form and substance satisfactory to the Administrative Agent and in
recordable form shall be permitted subject to the following terms and
conditions:




(a)           the
Controlled Subsidiary and the general partner, manager or managing member of
such Controlled Subsidiary, after giving effect to such Transfer, is in
compliance with all of the covenants of the Borrower  or any Borrower
Party (as applicable) contained in the Loan Documents  (with all
references herein to “Borrower” to mean such Controlled Subsidiary, and all
references herein to “Borrower’s Manager” to mean  any general
partner, manager or managing member of the Controlled Subsidiary;




(b)           no
Potential Default or Event of Default is then existing or would result
therefrom;




(c)           upon
the transfer of such Projects to such Controlled Subsidiary, such Controlled
Subsidiary, and the general partner, manager or managing member of such
Controlled Subsidiary are in compliance in all material respects with all of the
representations and warranties of the Borrower or applicable to the Borrower’s
Manager  contained herein and in the other Loan Documents (after
giving effect to the modifications reflecting the identity of the transferee
resulting from such transfer)  (with all references herein to
“Borrower” to mean such Controlled Subsidiary, and all references herein to
“Borrower’s Manager” to mean  any general partner, manager or managing
member of the Controlled Subsidiary);




(d)           such
Projects shall be managed by the REIT or any property management company owned
or controlled directly or indirectly by the REIT;




(e)           prior
to such Transfer, the Administrative Agent shall have received notice of the
proposed transferee and, within thirty (30) days after the date of such
Transfer, the Administrative Agent shall have received copies of the
Organizational Documents of such Controlled Subsidiary and the general partner,
manager or managing member of such Controlled Subsidiary;




(f)           concurrently
with such Transfer, the Administrative Agent shall have received such
endorsements to the Title Policies insuring  the continued priority of
the Liens of the applicable Mortgages after giving effect to the delivery by
such entity of the assumption agreement referred to above (subject only to
Permitted Encumbrances), in form and substance satisfactory to the
Administrative Agent;




(g)           the
assumption agreement to be entered into by the Borrower and the Controlled
Subsidiary  shall include such modifications to this Agreement and the
other Loan Documents as the Administrative Agent may reasonably require,
including, without limitation, such modifications to the covenants and other
provisions that are contained herein and that relate to the Borrower or
Borrower’s Manager, as shall be deemed necessary by the Administrative Agent to
allocate to the Controlled Subsidiary and its general partner or manager
responsibility for the performance of the covenants of, and satisfaction of the
other provisions set forth herein that relate to, the Borrower or Borrower’s
Manager; and




(h)           upon
compliance with the foregoing requirements in this Section 8.1(2) in connection
with such Transfer, the Borrower, shall be released from its obligations under
the Loan Documents arising from and after such Transfer, but such release shall
not limit the obligations of the Borrower to comply with any requirements
applicable to it (if any) in other capacities (including, without limitation, in
capacities such as the general partner, managing member or manager of such
Controlled Subsidiary).




As used
in this Agreement, “Transfer”
shall mean any direct or indirect sale, transfer, conveyance, installment sale,
master lease, mortgage, pledge, encumbrance, grant of Lien or other interest,
license, lease, alienation or assignment, whether voluntary or involuntary, of
all or any portion of the direct or indirect legal or beneficial ownership of,
or any interest in (a) the Project or any part thereof, or
(b) Borrower, including any agreement to transfer or cede to another Person
any voting, management or approval rights, or any other rights, appurtenant to
any such legal or beneficial ownership or other interest in
Borrower.  “Transfer” is specifically intended to include any pledge
or assignment, directly or indirectly, of a controlling interest in Borrower or
its general partner, controlling limited partner or controlling member for
purposes of securing so-called “mezzanine” indebtedness.  “Transfer”
shall not include (i) the leasing of space within the Project so long as
Borrower complies with the provisions of the Loan Documents relating to such
leasing activity; (ii) the transfer of limited partner or non-managing
member interests in Borrower so long as the transfer does not violate the
provisions of Sections 8.1(2),
does not violate the provisions of Article 9, and
so long as Borrower remains a Controlled Subsidiary; or (iii) any sale,
transfer, conveyance, pledge, hypothecation, encumbrance, grant of Lien or other
interest in, alienation, assignment, issuance, conversion or redemption of any
shares, stock, securities, warrants, membership interests, partnership interests
or other equity interests of any kind or nature in, or relating to, the REIT,
the Operating Partnership, the Fund (so long as the Fund remains a Controlled
Subsidiary), any direct or indirect subsidiary of any of the foregoing, or any
direct or indirect constituents of any of the foregoing, so long as the Borrower
(or any Controlled Subsidiary that acquires ownership to the Projects as
permitted herein) remains a Controlled Subsidiary.  Notwithstanding
anything to the contrary set forth herein no Transfer shall be permitted which
would result in a violation of the provisions of Article 9.




Section
8.2                                Taxes; Charges.  Borrower shall
pay prior to delinquency and before any fine, penalty, interest or cost may be
added thereto, and shall not enter into any agreement to defer, any real estate
taxes and assessments, franchise taxes and charges, and other governmental
charges that may become a Lien upon any Project or become payable during the
term of the Loans (collectively, the “Taxes”), and, upon
request, will promptly furnish the Administrative Agent with evidence of such
payment.  Borrower shall not suffer or permit the joint assessment of
any Project with any other real property constituting a separate tax lot or with
any other real or personal property.  Borrower shall pay when due all
claims and demands of mechanics, materialmen, laborers and others which, if
unpaid, might result in a Lien on Borrower’s interest in the Project; however,
Borrower may contest the validity of such claims and demands or taxes so long as
(1) Borrower notifies the Administrative Agent that it intends to contest
such claim or demand, (2) if Borrower has not caused the Lien to be removed
prior to the earlier of (i) thirty (30) days and (ii) the commencement of any
foreclosure action related thereto, Borrower provides the Administrative Agent
with an indemnity, bond or other security satisfactory to the Administrative
Agent (including an endorsement to the Administrative Agent’s title insurance
policy insuring against such claim or demand) assuring the discharge of
Borrower’s obligations for such claims and demands, including interest and
penalties, and (3) Borrower is diligently contesting the same by
appropriate legal proceedings in good faith and at its own expense and concludes
such contest prior to the tenth (10th) day preceding the earlier to occur of the
Maturity Date or the date on which the Project is scheduled to be sold for
non-payment.




Section
8.3                                Control; Management.  Without the prior
written consent of the Administrative Agent, except for changes contemplated by
Section 8.1 above, there shall be no change in the day-to-day control and
management of Borrower or Borrower’s Manager, and no change in their respective
organizational documents relating to control over Borrower, Borrower’s Manager
and/or the Project.  Except for changes contemplated by Section 8.1
above, Borrower shall not terminate, replace or appoint any property manager or
terminate or amend any property management agreement for any Project without the
Administrative Agent’s prior written approval.  Except for changes
contemplated by Section 8.1 above, any change in ownership or control of the
property manager shall be cause for the Administrative Agent to re-approve such
property manager and property management agreement.  Each property
manager shall hold and maintain all necessary licenses, certifications and
permits required by law.  Borrower shall fully perform all of its
covenants, agreements and obligations under the property management
agreement.




Section
8.4                                Operation; Maintenance;
Inspection.  Borrower shall
observe and comply with all legal requirements applicable to its existence and
to the ownership, use and operation of the Projects.  Borrower
shall maintain the Projects in good condition and promptly repair any
damage or casualty.  Subject to Section 8.15 below,
Borrower shall not, without the prior written consent of the Administrative
Agent, undertake any material alteration of the Projects or permit any of the
fixtures or personalty owned by Borrower to be removed at any time from the
Projects, unless the removed item is removed temporarily for maintenance and
repair or, if removed permanently, is either (i) obsolete
and  replaced by an article of equal or better suitability and value,
owned by Borrower and free and clear of any Liens except those in favor of the
Administrative Agent (on behalf of the Lenders) and Liens permitted pursuant to
the Loan Documents or (ii) no longer necessary for the operation of the
Project.  Borrower shall permit the Administrative Agent and the
Lenders and their agents, representatives and employees, upon reasonable prior
notice to Borrower, to inspect the Projects and conduct, at its own expense,
such environmental and engineering studies as the Administrative Agent may
require, provided such inspections and studies do not materially or unreasonably
interfere with the use and operation of the Projects.




Section
8.5                                Taxes on Security.  Borrower shall
pay all taxes, charges, filing, registration and recording fees, excises and
levies payable with respect to the Notes or the Liens created or secured by the
Loan Documents, other than income, franchise and doing business taxes imposed on
the Administrative Agent or any Lender.  If there shall be enacted any
law (1) deducting the Loans from the value of the Projects for the purpose of
taxation, (2) adversely affecting any Lien on the Projects created under the
Loan Documents, or (3) changing existing laws of taxation of mortgages, deeds of
trust, security deeds, or debts secured by real property, or changing the manner
of collecting any such taxes, Borrower shall promptly pay to the Administrative
Agent, on demand, all taxes, costs and charges for which the Administrative
Agent or any Lender is or may be liable as a result thereof; however, if such
payment would be prohibited by law or would render the Loans usurious, then
instead of collecting such payment, the Administrative Agent may (and on the
request of the Majority Lenders shall) give notice of such event to Borrower and
declare all amounts owing under the Loan Documents to be immediately due and
payable ninety (90) days after the giving of such notice to
Borrower.




Section
8.6                                Legal Existence; Name,
Etc.  Borrower shall
preserve and keep in full force and effect its existence as a Single Purpose
Entity, and Borrower and Borrower’s Member shall each preserve and keep in full
force and effect its entity status, franchises, rights and privileges under the
laws of the state of its formation, and all qualifications, licenses and permits
applicable to the ownership, use and operation of the
Project.  Borrower shall not wind up, liquidate, dissolve, reorganize,
merge, or consolidate with or into, or convey, sell, assign, transfer, lease, or
otherwise dispose of all or substantially all of its assets, or acquire all or
substantially all of the assets of the business of any Person, or permit any
subsidiary or Affiliate of Borrower to do so.  Without limiting the
foregoing, Borrower shall not reincorporate or reorganize itself under the laws
of any jurisdiction other than the jurisdiction in which it is incorporated or
organized as of the Closing Date.  Borrower shall not change its name,
identity, or organizational structure, state of formation or the location of its
chief executive office or principal place of business except upon thirty (30)
days prior written notice to the Administrative Agent, provided that no such
change shall cause Borrower to no longer maintain its existence as a Single
Purpose Entity.




Section
8.7                                Affiliate Transactions.  Without the prior
written consent of the Administrative Agent or as otherwise specifically
permitted under the Loan Documents, except for the Management Agreements,
Borrower shall not engage in any transaction affecting the Project with an
Affiliate of Borrower, other than on arm’s length terms pursuant to contracts
which are terminable without penalty or premium on thirty (30) days
notice.




Section
8.8                                Limitation on Other
Debt.  Borrower shall not, without the prior written consent of
the Administrative Agent and the Majority Lenders, incur any Debt other than the
Loans and Debt described in subsection (b) of the
definition of Single Purpose Entity.




Section
8.9                                Further
Assurances.  Borrower, upon request, shall promptly
(1) cure any defects in the execution and delivery of the Loan Documents,
(2) provide, and to cause each Borrower Party to provide, the
Administrative Agent such additional information and documentation on Borrower’s
and each Borrower Party’s legal or beneficial ownership, policies, procedures
and sources of funds as the Administrative Agent deems necessary or prudent to
enable the Administrative Agent to comply with Anti-Money Laundering Laws as now
in existence or hereafter amended, and (3) execute and deliver, or cause to
be executed and delivered, all such other documents, agreements and instruments
as the Administrative Agent may reasonably request to further evidence and more
fully describe the collateral for the Loan, to correct any omissions in the Loan
Documents, to perfect, protect or preserve any Liens created under any of the
Loan Documents, or to make any recordings, file any notices, or obtain any
consents, as may be necessary or appropriate in connection
therewith.  From time to time upon the written request of the
Administrative Agent, Borrower shall deliver to the Administrative Agent a
schedule of the name, legal domicile address and jurisdiction of organization,
if applicable, for each Borrower Party and each holder of a legal interest in
Borrower.




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




Section
8.11                                Notice of Certain
Events.  Borrower shall promptly notify the Administrative
Agent of (1)  any Potential Default or Event of Default, together with a
reasonably detailed statement of the steps being taken to cure such Potential
Default or Event of Default; (2) any notice of default received by Borrower or
any Borrower Party under any Major Lease or under any other obligations relating
to the Project that could reasonably be expected to have a material adverse
effect on Borrower’s business or the Projects or on Borrower’s ability to pay
the indebtedness evidenced by, or perform its material obligations under, the
Loan Documents; and (3)  any threatened or pending legal, judicial or
regulatory proceedings, including any dispute between Borrower and any
governmental authority, affecting Borrower or the Projects.




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




Section
8.13                                Application of Operating
Revenues.  Borrower shall first apply all Operating Revenues to
the payment of current Debt Service and to other payments then due under the
Loan Documents, and to pay when due (or prior to delinquency in the case of
taxes or assessments) taxes, assessments, water charges, sewer rents and other
governmental charges levied, assessed or imposed against the Projects, insurance
premiums, operations and maintenance charges relating to the Projects, and other
obligations of the lessor under leases of space at the Projects, in each case on
a current basis, before using Operating Revenues for any other
purpose.




Section
8.14                                Payment for Labor and
Materials.  Borrower will
promptly pay when due (unless the same are being contested in good faith) all
bills and costs for labor, materials, and specifically fabricated materials
incurred by Borrower in connection with the Projects and never permit to exist
beyond the due date thereof in respect of Borrower’s interest in any of the
Projects or any part thereof any Lien (other than the Permitted Encumbrances and
Liens created by or permitted pursuant to the Loan Documents), even though
inferior to the Liens of the Loan Documents, and in any event never permit to be
created or exist in respect of Borrower’s interest in any Project or any part
thereof any other or additional Lien other than the Liens or security of the
Loan Documents, except for the Permitted Encumbrances and Liens permitted
pursuant to the Loan Documents.




Section
8.15                                Alterations.  Borrower
shall obtain the Administrative Agent’s prior written consent, which consent
shall not be unreasonably withheld or delayed, to any alterations to any
improvements that equals or exceeds $10,000,000 or that otherwise may have a
material adverse effect on Borrower’s financial condition, the use, operation or
value of any Project or the actual Net Operating Income with respect to any
Project, other than (a) tenant improvement work performed pursuant to the terms
of any lease executed on or before the date hereof, (b) tenant improvement work
performed pursuant to the terms and provisions of a lease and not adversely
affecting any structural component of any improvements, any utility or HVAC
system contained in any improvements or the exterior of any building
constituting a part of any improvements at the Projects, or (c) alterations
performed in connection with the restoration of the Projects after the
occurrence of a casualty or condemnation in accordance with the terms and
provisions of this Agreement.




Section
8.16                                Handicapped
Access.




(1)           Notwithstanding
any provisions set forth herein or in any other document regarding the
Administrative Agent’s approval of alterations of the Projects, Borrower shall
not alter the Projects in any manner which would materially increase Borrower’s
responsibilities for compliance with the applicable requirements of the
Americans with Disabilities Act of 1990, the Fair Housing Amendments Act of
1988, all state and local laws and ordinances related to handicapped access and
all rules, regulations, and orders issued pursuant thereto including, without
limitation, the Americans with Disabilities Act Accessibility Guidelines for
Buildings and Facilities (collectively, “Access Laws”) without the
prior written approval of the Administrative Agent.  The foregoing
shall apply to tenant improvements constructed by Borrower or by any of its
tenants.  The Administrative Agent may condition any such approval
upon receipt of a certificate of Access Law compliance from an architect,
engineer, or other person reasonably acceptable to the Administrative
Agent.




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






ARTICLE
9









ANTI-MONEY
LAUNDERING AND




INTERNATIONAL
TRADE CONTROLS







Section
9.1                                Compliance with International Trade
Control Laws and OFAC Regulations.  Borrower
represents, warrants and covenants to the Administrative Agent and the Lenders
that:




(1)           It
is not now nor shall it be at any time until after the Loan is fully repaid a
Person with whom a United States Person, including a Financial Institution, is
prohibited from transacting business of the type contemplated by this Agreement,
whether such prohibition arises under United States law, regulation, executive
orders and lists published by the OFAC (including those executive orders and
lists published by OFAC with respect to Specially Designated Nationals and
Blocked Persons) or otherwise.




(2)           No
Borrower Party and no Person who owns a direct interest in Borrower is now nor
shall be at any time until after the Loans are fully repaid a Person with whom a
United States Person, including a Financial Institution, is prohibited from
transacting business of the type contemplated by this Agreement, whether such
prohibition arises under United States law, regulation, executive orders and
lists published by the OFAC (including those executive orders and lists
published by OFAC with respect to Specially Designated Nationals and Blocked
Persons) or otherwise.




Section
9.2                                Borrower’s Funds.   Borrower
represents, warrants and covenants to the Administrative Agent and the Lenders
that:




(1)           It
has taken, and shall continue to take until after the Loans are fully repaid,
such measures as are required by law to assure that the funds invested in the
Borrower and/or used to make payments on the Loan are derived (a) from
transactions that do not violate United States law nor, to the extent such funds
originate outside the United States, do not violate the laws of the jurisdiction
in which they originated; and (b) from permissible sources under United
States law and to the extent such funds originate outside the United States,
under the laws of the jurisdiction in which they originated.




(2)           To
the best of its knowledge after making due inquiry, neither Borrower, nor any
Borrower Party, nor any holder of a direct interest in Borrower, nor any Person
providing funds to Borrower (a) is under investigation by any governmental
authority for, or has been charged with, or convicted of, money laundering, drug
trafficking, terrorist-related activities, any crimes which in the United States
would be predicate crimes to money laundering, or any violation of any
Anti-Money Laundering Laws; (b) has been assessed civil or criminal
penalties under any Anti-Money Laundering Laws; and (c) has had any of its
funds seized or forfeited in any action under any Anti-Money Laundering
Laws.




(3)           Borrower
shall make payments on the Loan using funds invested in Borrower, Operating
Revenues or insurance proceeds unless otherwise agreed to by
Lender.




(4)           To
the best of Borrower’s knowledge, as of the Closing Date and at all times during
the term of the Loan, all Operating Revenues are and will be derived from lawful
business activities of Project tenants or other permissible sources under U.S.
law.




(5)           On
the Maturity Date, Borrower will take reasonable steps to verify that funds used
to repay the Loan in full (whether in connection with a refinancing, asset sale
or otherwise) are from sources permissible under U.S. law and to the extent such
funds originate outside the United States, permissible under the laws of the
jurisdiction in which they originated.






ARTICLE
10









EVENTS
OF DEFAULT




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







Section
10.1                                Payments.  Borrower’s
failure to pay any regularly scheduled installment of principal, interest, or
other amount due under the Loan Documents within five (5) days of (and
including) the date when due, or Borrower’s failure to pay the Loans at the
Maturity Date, whether by acceleration or otherwise.




Section
10.2                                Insurance.Borrower’s
failure to maintain insurance as required under Section 3.1 of
this Agreement.




Section
10.3                                Single Purpose Entity.  If Borrower
breaches its covenant under Section 8.6 with
respect to its status as a Single Purpose Entity.




Section
10.4                                Taxes.If any of the Taxes are not
paid  prior to delinquency.




Section
10.5                                Sale, Encumbrance, Etc.  Any Transfer
occurs in violation of Section 8.1 of
this Agreement.




Section
10.6                                Representations and
Warranties.  Any
representation or warranty made in any Loan Document proves to be untrue in any
material respect when made or deemed made.




Section
10.7                                Other Encumbrances.  Any default under
any document or instrument, other than the Loan Documents, evidencing or
creating a Lien on any of the Projects or any part thereof, that could
reasonably be expected to have a material adverse effect on Borrower’s business
or the Projects or on Borrower’s ability to pay the indebtedness evidenced by,
or perform its material obligations under, the Loan Documents.




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




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




Section
10.10                                Covenants.  Borrower’s
failure to perform, observe or comply with any of the agreements, covenants or
provisions contained in this Agreement or in any of the other Loan Documents
(other than those agreements, covenants and provisions referred to elsewhere in
this Article 10), and the continuance of such failure for thirty (30)
days after notice by the Administrative Agent to Borrower; however, subject to
any shorter period for curing any failure by Borrower as specified in any of the
other Loan Documents, Borrower shall have an additional sixty (60) days to cure
such failure if (1) such failure does not involve the failure to make
payments on a monetary obligation under the Loan Documents; (2) such
failure cannot reasonably be cured within thirty (30) days but, using
reasonable diligence, is curable within such 60-day period; and
(3) Borrower is diligently undertaking to cure such default.  The
notice and cure provisions of this Section 10.4 do not apply to the other
Events of Default described in this Article 10 or the Events of Default
described in Article 9.






ARTICLE
11









REMEDIES







Section
11.1                                Remedies - Insolvency
Events.  Upon the occurrence of any Event of Default described
in Section 10.8 or
10.9, the
obligations of the Lenders to advance amounts hereunder shall immediately
terminate, and all amounts due under the Loan Documents immediately shall become
due and payable, all without written notice and without presentment, demand,
protest, notice of protest or dishonor, notice of intent to accelerate the
maturity thereof, notice of acceleration of the maturity thereof, or any other
notice of default of any kind, all of which are hereby expressly waived by
Borrower; however, if the Bankruptcy Party under Section 10.8 or
10.9 is other
than Borrower, then all amounts due under the Loan Documents shall become
immediately due and payable at the Administrative Agent’s election, in the
Administrative Agent’s sole discretion.




Section
11.2                                Remedies - Other
Events.  Except as set forth in Section 11.1
above, while any Event of Default exists, the Administrative Agent may (1) by
written notice to Borrower, declare the entire amount of the Loans to be
immediately due and payable without presentment, demand, protest, notice of
protest or dishonor, notice of intent to accelerate the maturity thereof, notice
of acceleration of the maturity thereof, or other notice of default of any kind,
all of which are hereby expressly waived by Borrower, (2) terminate the
obligation, if any, of the Lenders to advance amounts hereunder, and (3) subject
to the provisions of Section 13.1, exercise all rights and remedies therefor
under the Loan Documents and at law or in equity.




Section
11.3                                Administrative Agent’s Right to
Perform the Obligations.  If Borrower shall fail, refuse or
neglect to make any payment or perform any act required by the Loan Documents,
then while any Event of Default exists, and without notice to or demand upon
Borrower and without waiving or releasing any other right, remedy or recourse
the Administrative Agent or any Lender may have because of such Event of
Default, the Administrative Agent may (but shall not be obligated to) make such
payment or perform such act for the account of and at the expense of Borrower,
and shall have the right to enter upon the Projects for such purpose and to take
all such action thereon and with respect to the Projects as it may deem
necessary or appropriate.  If the Administrative Agent shall elect to
pay any sum due with reference to the Projects, the Administrative Agent may do
so in reliance on any bill, statement or assessment procured from the
appropriate governmental authority or other issuer thereof without inquiring
into the accuracy or validity thereof.  Similarly, in making any
payments to protect the security intended to be created by the Loan Documents,
the Administrative Agent shall not be bound to inquire into the validity of any
apparent or threatened adverse title, Lien, encumbrance, claim or charge before
making an advance for the purpose of preventing or removing the
same.  Additionally, while an Event of Default exists, if any
Hazardous Materials affect or threaten to affect any of the Projects, the
Administrative Agent may (but shall not be obligated to) give such notices and
take such actions as it deems necessary or advisable in order to abate the
discharge of any Hazardous Materials or remove the Hazardous
Materials.  Subject to the limitations contained in Section 4.3,
Borrower shall indemnify, defend and hold the Administrative Agent and the
Lenders harmless from and against any and all losses, liabilities, claims,
damages, expenses, obligations, penalties, actions, judgments, suits, costs or
disbursements of any kind or nature whatsoever, including reasonable attorneys’
fees and disbursements, incurred or  accruing by reason of any acts
performed by the Administrative Agent or any Lender pursuant to the provisions
of this Section 11.3,
including those arising from the joint, concurrent, or comparative negligence of
the Administrative Agent and any Lender, except as a result of the
Administrative Agent’s or any Lender’s gross negligence or willful
misconduct.  All sums paid by the Administrative Agent pursuant to
this Section 11.3,
and all other sums expended by the Administrative Agent or any Lender to which
it shall be entitled to be indemnified, together with interest thereon at the
Default Rate from the date of such payment or expenditure until paid unless paid
within 10 Business days after demand therefor, shall constitute additions to the
Loans, shall be secured by the Loan Documents and shall be paid by Borrower to
the Administrative Agent upon demand.






ARTICLE
12









MISCELLANEOUS







Section
12.1                                Notices.  Any notice
required or permitted to be given under this Agreement shall be in writing and
either shall be mailed by certified mail, postage prepaid, return receipt
requested, or sent by overnight air courier service, or personally delivered to
a representative of the receiving party, or sent by telecopy (provided that for
telecopy delivery, an identical notice is also sent simultaneously by mail,
overnight courier or personal delivery as otherwise provided in this
Section 12.1).  All such notices shall be mailed, sent or
delivered, addressed to the intended recipient at the “Address for Notices”
specified below its name on the signature pages hereof.  Any notice so
addressed and sent by United States mail or overnight courier shall be deemed to
be given on the earliest of (1) when actually delivered, (2) on the
first Business Day after deposit with an overnight air courier service, or
(3) on the third Business Day after deposit in the United States mail,
postage prepaid, in each case to the address of the intended addressee (except
as otherwise provided in the Mortgage).  Any notice so delivered in
person shall be deemed to be given when receipted for by, or actually received
by, the Administrative Agent, a Lender or Borrower, as the case may
be.  If given by telecopy, a notice shall be deemed given and received
when the telecopy is transmitted to the party’s telecopy number specified above
and confirmation of complete receipt is received by the transmitting party
during normal business hours or on the next Business Day if not confirmed during
normal business hours, and an identical notice is also sent simultaneously by
mail, overnight courier, or personal delivery as otherwise provided in this
Section 12.1.  Except for telecopy notices sent as expressly
described above, no notice hereunder shall be effective if sent or delivered by
electronic means.  Either party may designate a change of address by
written notice to the other by giving at least ten (10) days prior written
notice of such change of address.




Section
12.2                                Amendments,
Waivers, Etc.






(1)  Subject
to any consents required pursuant to this Section 12.2 and
any other provisions of this Agreement and any other Loan Document which
expressly require the consent, approval or authorization of the Majority
Lenders, this Agreement and any other Loan Document may be modified or
supplemented only by an instrument in writing signed by Borrower and the
Administrative Agent; provided that, the Administrative Agent may (without any
Lender’s consent) give or withhold its agreement to any amendments of the Loan
Documents or any waivers or consents in respect thereof or exercise or refrain
from exercising any other rights or remedies which the Administrative Agent may
have under the Loan Documents or otherwise provided that such actions do not, in
the Administrative Agent’s judgment reasonably exercised, materially adversely
affect the value of any collateral, taken as a whole, or represent a departure
from Administrative Agent’s standard of care described in Section 14.5
(and the assignment or granting of a participation by GECC shall not limit or
otherwise affect its discretion in respect of any of the foregoing), except that
the Administrative Agent will not, without the consent of each Lender, agree to
the following (provided that no Lender’s consent shall be required for any of
the following which are otherwise required or contemplated under the Loan
Documents): (a) reduce the principal amount of the Loans or reduce the interest
rate thereon; (b) extend any stated payment date for principal of or interest on
the Loans payable to such Lender; (c) release Borrower or any other party from
liability under the Loan Documents (except for any assigning Lender pursuant to
Section 12.24
and any resigning Administrative Agent pursuant to Section 14.8); (d)
release or subordinate in whole or in part any material portion of the
collateral given as security for the Loans; (e) modify any of the provisions of
this Section, the definition of “Majority Lenders” or any other provision in the
Loan Documents specifying the number or percentage of Lenders required to waive,
amend or modify any rights thereunder or make any determination or grant any
consent thereunder; (f) modify the terms of any Event of Default; or (g) consent
to (i) the sale, transfer or encumbrance of any portion of the Project (or any
interest therein) or any direct or indirect ownership interest therein and (ii)
the incurrence by Borrower of any additional indebtedness secured by the
Project, in each case to the extent (and subject to any standard of
reasonability) such consent is required under the Loan Documents.




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







Section
12.3                                Limitation on
Interest.  It is the intention of the parties hereto to conform
strictly to applicable usury laws.  Accordingly, all agreements
between Borrower, the Administrative Agent and the Lenders with respect to the
Loans are hereby expressly limited so that in no event, whether by reason of
acceleration of maturity or otherwise, shall the amount paid or agreed to be
paid to the Administrative Agent or any Lender or charged by any Lender for the
use, forbearance or detention of the money to be lent hereunder or otherwise,
exceed the maximum amount allowed by law.  If the Loans would be
usurious under applicable law (including the laws of the State and the laws of
the United States of America), then, notwithstanding anything to the contrary in
the Loan Documents: (1) the aggregate of all consideration which constitutes
interest under applicable law that is contracted for, taken, reserved, charged
or received under the Loan Documents shall under no circumstances exceed the
maximum amount of interest allowed by applicable law, and any excess shall be
credited on the Notes by the holders thereof (or, if the Notes have been paid in
full, refunded to Borrower); and (2) if maturity is accelerated by reason of an
election by the Administrative Agent in accordance with the terms hereof, or in
the event of any prepayment, then any consideration which constitutes interest
may never include more than the maximum amount allowed by applicable
law.  In such case, excess interest, if any, provided for in the Loan
Documents or otherwise, to the extent permitted by applicable law, shall be
amortized, prorated, allocated and spread from the date of advance until payment
in full so that the actual rate of interest is uniform through the term
hereof.  If such amortization, proration, allocation and spreading is
not permitted under applicable law, then such excess interest shall be cancelled
automatically as of the date of such acceleration or prepayment and, if
theretofore paid, shall be credited on the Notes (or, if the Notes have been
paid in full, refunded to Borrower).  The terms and provisions of this
Section 12.3
shall control and supersede every other provision of the Loan
Documents.  The Loan Documents are contracts made under and shall be
construed in accordance with and governed by the laws of the State in accordance
with Section 12.21, except that if at any time the laws of the United States of
America permit the Lenders to contract for, take, reserve, charge or receive a
higher rate of interest than is allowed by the laws of the State (whether such
federal laws directly so provide or refer to the law of any state), then such
federal laws shall to such extent govern as to the rate of interest which the
Lenders may contract for, take, reserve, charge or receive under the Loan
Documents.




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




Section
12.5                                Reimbursement of Expenses.  Borrower shall
pay or reimburse the Administrative Agent and/or the Lenders on demand of the
applicable party for: (1) the reasonable attorney’s fees and expenses incurred
by the Administrative Agent in connection with the negotiation, documentation
and closing of the Loans; and (2) all amounts expended, advanced or incurred by
the Administrative Agent and the Lenders to collect the Notes, or to enforce the
rights of the Administrative Agent and the Lenders under this Agreement or any
other Loan Document, or to defend or assert the rights and claims of the
Administrative Agent and the Lenders under the Loan Documents or with respect to
the Project (by litigation or other proceedings), which amounts under this
clause (2) will include all court costs, attorneys’ fees and expenses, fees of
auditors and accountants, and investigation expenses as may be incurred by the
Administrative Agent and the Lenders in connection with any such matters
(whether or not litigation is instituted), together with interest at the Default
Rate on each such amount from the date of disbursement until the date of
reimbursement to the Administrative Agent and the Lenders unless paid within 10
Business Days after demand therefor, all of which shall constitute part of the
Loans and shall be secured by the Loan Documents.




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




Section
12.7                                Lenders and Administrative Agent Not
in Control; No Partnership.  None of the
covenants or other provisions contained in this Agreement shall, or shall be
deemed to, give the Administrative Agent or any Lender the right or power to
exercise control over the affairs or management of Borrower, the power of the
Administrative Agent and the Lenders being limited to the rights to exercise the
remedies referred to in the Loan Documents.  The relationship between
Borrower and the Lenders is, and at all times shall remain, solely that of
debtor and creditor.  No covenant or provision of the Loan Documents
is intended, nor shall it be deemed or construed, to create a partnership, joint
venture, agency or common interest in profits or income between the
Administrative Agent, the Lenders and Borrower or to create an equity in the
Project in the Administrative Agent or any Lender.  The Administrative
Agent and the Lenders neither undertake nor assume any responsibility or duty to
Borrower or to any other person with respect to the Project or the Loans, except
as expressly provided in the Loan Documents; and notwithstanding any other
provision of the Loan Documents: (1)  neither the Administrative Agent nor
any Lender is, nor shall be construed as, a partner, joint venturer, alter ego,
manager, controlling person or other business associate or participant of any
kind of Borrower or its stockholders, members, or partners and neither the
Administrative Agent nor any Lender intends to ever assume such status; (2) no
Lender or the Administrative Agent shall in any event be liable for any Debts,
expenses or losses incurred or sustained by Borrower; and (3) no Lender or the
Administrative Agent shall be deemed responsible for or a participant in any
acts, omissions or decisions of Borrower or its stockholders, members, or
partners.  The Administrative Agent, the Lenders and Borrower disclaim
any intention to create any partnership, joint venture, agency or common
interest in profits or income between the Administrative Agent, the Lenders and
Borrower, or to create an equity in the Project in the Administrative Agent or
any Lender, or any sharing of liabilities, losses, costs or
expenses.




Section
12.8                                Time of the
Essence.  Time is of the essence with respect to this
Agreement.




Section
12.9                                Successors
and Assigns; Secondary Market Transactions.




(1)           Subject
to the provisions of Section 12.24, this
Agreement shall be binding upon and inure to the benefit of the Administrative
Agent, the Lenders and Borrower and their respective successors and permitted
assigns.




(2)           Borrower
acknowledges that Administrative Agent and each Lender and its respective
successors and assigns may without notice to or consent from Borrower, and at
the Administrative Agent’s sole cost and expense, (a) sell this Agreement, the
Mortgages, the Notes, the other Loan Documents, and any and all servicing rights
thereto, or any portions thereof, to one or more investors, (b) participate
and/or syndicate the Loans to one or more investors, (c) deposit this Agreement,
the Notes and the other Loan Documents, or any portions thereof, with a trust,
which trust may sell certificates to investors evidencing an ownership interest
in the trust assets, or (d) otherwise sell, transfer or assign the Loans or
interests therein in one or more transactions to investors (the transactions
referred to in clauses (a) through (d) are hereinafter each referred to as a
“Secondary Market
Transaction”).  Borrower shall reasonably cooperate with the
Administrative Agent and each Lender in effecting any such Secondary Market
Transaction and shall reasonably cooperate and use all reasonable efforts, at no
cost or expense to Borrower or any Borrower Party, to satisfy the market
standards to which the Administrative Agent and each Lender customarily adheres
or which may be reasonably required by any participant, investor, purchaser or
any Rating Agency involved in any Secondary Market Transaction
..  Borrower shall provide such information and documents relating to
Borrower and the Projects as the Administrative Agent and each Lender may
reasonably request in connection with such Secondary Market
Transaction.  In addition, Borrower shall make available to the
Administrative Agent and the Lenders all information concerning the Projects,
its business and operations that the Administrative Agent and the Lenders may
reasonably request.  The Administrative Agent and the Lenders shall be
permitted to share all information with the participants, investors, purchasers,
investment banking firms, Rating Agencies, accounting firms, law firms and
third-party advisory firms involved with the Loans and Loan Documents or the
applicable Secondary Market Transaction.  The Administrative Agent and
the Lenders and all of the aforesaid participants, investors, purchasers,
advisors, Rating Agencies and professional firms shall be entitled to rely on
the information supplied by or on behalf of Borrower.  Borrower also
agrees to execute any amendment of or supplement to this Agreement and the other
Loan Documents as the Administrative Agent and the Lenders may reasonably
request in connection with any Secondary Market Transaction, provided that such
amendment or supplement does not change any of the economic terms of the Loans,
reduce any of Borrower’s rights, or increase any of Borrower’s duties,
responsibilities or liabilities under the Loan Documents.




(3)           The
Administrative Agent and each Lender shall have the right, at any time (whether
prior to, in connection with, or after any Secondary Market Transaction), with
respect to all or any portion of the Loan, to modify, split and/or sever all or
any portion of the Loan as hereinafter provided.  Without limiting the
foregoing, Administrative Agent may (i) cause the Notes and Mortgages to be
split into a first and second mortgage loan, (ii) create one more senior
and subordinate notes, or (iii) create multiple components of the Notes
(and allocate or reallocate the principal balance of the Loans among such
components) , in each such case, in whatever proportion and whatever priority
Administrative Agent determines; provided, however, in each such instance the
outstanding principal balance of all the Notes evidencing the Loans (or
components of such Notes) immediately after the effective date of such
modification equals the outstanding principal balance of the Loans immediately
prior to such modification and the weighted average of the interest rates for
all such Notes (or components of such Notes) immediately after the effective
date of such modification equals the interest rate of the original Note
immediately prior to such modification.  If requested by
Administrative Agent, Borrower (and Borrower’s constituent members, if
applicable) shall execute within two (2) Business Days after such request, such
documentation as Lender may reasonably request to evidence and/or effectuate any
such modification or severance.




Section
12.10                                Renewal, Extension or
Rearrangement.  All provisions of
the Loan Documents shall apply with equal effect to each and all promissory
notes and amendments thereof hereinafter executed which in whole or in part
represent a renewal, extension, increase or rearrangement of the
Loans.  For portfolio management purposes, the Lenders may elect to
divide the Loans into two or more separate loans evidenced by separate
promissory notes so long as the payment and other obligations of Borrower are
not effectively increased or otherwise modified.  Borrower agrees to
cooperate with the Administrative Agent and the Lenders and to execute such
documents as the Administrative Agent reasonably may request to effect such
division of the Loans.




Section
12.11                                Waivers.  No course
of dealing on the part of the Administrative Agent or any Lender, their
officers, employees, consultants or agents, nor any failure or delay by the
Administrative Agent or any Lender with respect to exercising any right, power
or privilege of the Administrative Agent or any Lender under any of the Loan
Documents, shall operate as a waiver thereof.




Section
12.12                                Cumulative
Rights.  Rights and remedies of the Administrative Agent and
the Lenders under the Loan Documents shall be cumulative, and the exercise or
partial exercise of any such right or remedy shall not preclude the exercise of
any other right or remedy.




Section
12.13                                Singular and Plural.  Words used in
this Agreement and the other Loan Documents in the singular, where the context
so permits, shall be deemed to include the plural and vice versa.  The
definitions of words in the singular in this Agreement and the other Loan
Documents shall apply to such words when used in the plural where the context so
permits and vice versa.




Section
12.14                                Phrases.  When used in this
Agreement and the other Loan Documents, the phrase “including” shall mean
“including, but not limited to,” the phrases “satisfactory to any Lender” or
“satisfactory to the Administrative Agent” shall mean in form and substance
satisfactory to such Lender or the Administrative Agent, as the case may be, in
all respects, the phrases “with Lender’s consent”, “with Lender’s approval”,
“with the Administrative Agent’s consent” or “with the Administrative Agent’s
approval” shall mean such consent or approval at Lender’s or the Administrative
Agent’s, as the case may be, discretion, and the phrases “acceptable to Lender”
or “acceptable to the Administrative Agent” shall mean acceptable to Lender or
the Administrative Agent, as the case may be, in such party’s sole
discretion.”




Section
12.15                                Exhibits and
Schedules.  The exhibits and schedules attached to this
Agreement are incorporated herein and shall be considered a part of this
Agreement for the purposes stated herein.




Section
12.16                                Titles of Articles, Sections and
Subsections.  All titles or
headings to articles, sections, subsections or other divisions of this Agreement
and the other Loan Documents or the exhibits hereto and thereto are only for the
convenience of the parties and shall not be construed to have any effect or
meaning with respect to the other content of such articles, sections,
subsections or other divisions, such other content being controlling as to the
agreement between the parties hereto.




Section
12.17                                Promotional
Material.  Subject to the terms set forth in this sentence,
Borrower authorizes the Administrative Agent and each of the Lenders to issue
press releases, advertisements and other promotional materials in connection
with the Administrative Agent’s or such Lender’s own promotional and marketing
activities, so long as such materials describe the Loans in a manner which is
consistent with any accurate description of the Loans contained in any press
release or public filing issued by the Borrower; provided, however, that prior
to issuing any such press release, advertisement or other promotional materials,
the Lender seeking to issue the same shall first deliver the proposed form of
the same to the Administrative Agent for its review and submission to the
Borrower, and provided, further, that no such press release, advertisement or
other promotional materials shall be issued unless Borrower has approved the
form of the same (which approval shall not be unreasonably withheld, conditioned
or delayed, and which approval shall be granted so long as the information set
forth therein is consistent with the description of the Loans contained in any
press release or public filing issued by the Borrower).   All
references to the Administrative Agent or any Lender contained in any press
release, advertisement or promotional material issued by Borrower shall be
approved in writing by the Administrative Agent and such Lender in advance of
issuance.




Section
12.18                                Survival.  All of the
indemnities of  Borrower hereunder (including environmental matters
under Article 4, and
Borrower’s obligations under Sections 2.8(1),
2.8(5) and
2.8(6)), and
under the indemnification provisions of the other Loan Documents shall survive
(a) the repayment in full of the Loans and the release of the Liens evidencing
or securing the Loans, (b) the transfer (by sale, foreclosure, conveyance in
lieu of foreclosure or otherwise) of any or all right, title and interest in and
to the Project to any party, whether or not an Affiliate of Borrower and (c) in
the case of any Lender that may assign any interest in its Commitment or Loans
hereunder in accordance with the terms of this Agreement, the making of such
assignment, notwithstanding that such assigning Lender may cease to be a
“Lender” hereunder.




Section
12.19                                WAIVER OF JURY
TRIAL.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, BORROWER, THE
ADMINISTRATIVE AGENT AND EACH LENDER HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY
OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENT
(WHETHER VERBAL OR WRITTEN) OR ACTION OF EITHER PARTY OR ANY EXERCISE BY ANY
PARTY OF THEIR RESPECTIVE RIGHTS UNDER THE LOAN DOCUMENTS OR IN ANY WAY RELATING
TO THE LOANS OR THE PROJECTS (INCLUDING, WITHOUT LIMITATION, ANY ACTION TO
RESCIND OR CANCEL THIS AGREEMENT, AND ANY CLAIM OR DEFENSE ASSERTING THAT THIS
AGREEMENT WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR
VOIDABLE).  THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE
ADMINISTRATIVE AGENT AND EACH LENDER TO ENTER THIS AGREEMENT.




Section
12.20                                Waiver of Punitive or Consequential
Damages.  None of the
Administrative Agent, the Lenders or Borrower shall be responsible or liable to
the other or to any other Person for any punitive, exemplary or consequential
damages which may be alleged as a result of the Loans or the transaction
contemplated hereby, including any breach or other default by any party
hereto.  Borrower represents and warrants to the Administrative Agent
and the Lenders that as of the Closing Date neither Borrower nor any Borrower
Party has any claims against the Administrative Agent or any of the Lenders in
connection with the Loan.




Section
12.21                                GOVERNING LAW.THIS AGREEMENT,
THE NOTES AND THE OTHER LOAN DOCUMENTS ARE TO BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF CALIFORNIA (AS PERMITTED BY
SECTION 1646.5 OF THE CALIFORNIA CIVIL CODE OR ANY SIMILAR SUCCESSOR PROVISION),
WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW RULE THAT WOULD CAUSE THE APPLICATION
OF THE LAWS OF ANY JURISDICTION OTHER THAN THE INTERNAL LAWS OF THE STATE OF
CALIFORNIA TO GOVERN THE RIGHTS AND DUTIES OF THE PARTIES.




Section
12.22                                Entire Agreement.  This Agreement
and the other Loan Documents embody the entire agreement and understanding
between the Administrative Agent, the Lenders and Borrower and supersede all
prior agreements and understandings between such parties relating to the subject
matter hereof and thereof, including any commitment letter (if any) issued by
any Lender with respect to the Loans.  Accordingly, the Loan Documents
may not be contradicted by evidence of prior, contemporaneous, or subsequent
oral agreements of the parties.  There are no unwritten oral
agreements between the parties.  If any conflict or inconsistency
exists between this Agreement and any of the other Loan Documents, the terms of
this Agreement shall control.




Section
12.23                                Counterparts.  This Agreement
may be executed in multiple counterparts, each of which shall constitute an
original, but all of which shall constitute one document.




Section
12.24                                Assignments
and Participations.




(1)           Assignments by
Borrower.  Borrower may not assign any of its rights or
obligations hereunder or under the Notes without the prior consent of all of the
Lenders and the Administrative Agent.




(2)           Assignments by the
Lenders.  Each Lender may assign any of its Loans, its Note and
its Commitment (but only with the consent of the Administrative Agent); provided
that:




(a)           no
such consent by the Administrative Agent shall be required in the case of any
assignment by any Lender to another Lender or an affiliate of such Lender or
such other Lender;




(b)           except
to the extent the Administrative Agent shall otherwise consent, any such partial
assignment (other than to another Lender or an affiliate of a Lender) shall be
in an amount at least equal to $10,000,000;




(c)           each
such assignment (including an assignment to another Lender or an affiliate of a
Lender) by a Lender of its Loans or Commitment shall be made in such manner so
that the same portion of its Loans and Commitment is assigned to the respective
assignee;




(d)           subject
to the applicable Lender’s compliance with the provisions of clauses (b) and (c)
above, the Administrative Agent’s consent to an assignment shall not be
unreasonably withheld, delayed or conditioned if (i) in the reasonable judgment
of the Administrative Agent, such assignment is made to a reputable
institutional investor with substantial experience in real estate lending and
originating mortgage loans similar to the Loans, and a financial net worth of at
least $100,000,000, (ii) such assignment is first offered to the Administrative
Agent in accordance with the terms and conditions a separate agency agreement
among the Administrative Agent and the Lenders, and (iii) the provisions of
clause (e) have been satisfied; and




(e)           upon
execution and delivery by the assignee (even if already a Lender) to Borrower
and the Administrative Agent of an Assignment and Acceptance pursuant to which
such assignee agrees to become a “Lender” hereunder (if not already a Lender)
having the Commitment and Loans specified in such instrument, and upon consent
thereto by the Administrative Agent to the extent required above, the assignee
shall have, to the extent of such assignment (unless otherwise consented to by
the Administrative Agent), the obligations, rights and benefits of a Lender
hereunder holding the Commitment and Loans (or portions thereof) assigned to it
(in addition to the Commitment and Loans, if any, theretofore held by such
assignee) and the assigning Lender shall, to the extent of such assignment, be
released from the Commitment (or portion thereof) so assigned.  Upon
each such assignment the assigning Lender shall pay the Administrative Agent a
processing and recording fee of $3,500 and  the reasonable fees and
disbursements of the Administrative Agent’s counsel incurred in connection
therewith.




(3)           Participations.  A
Lender may sell or agree to sell to one or more other Persons (each a “Participant”)
a participation in all or any part of any Loans held by it, or in its
Commitment, provided that such Participant shall not have any rights or
obligations under this Agreement or any Note or any other Loan Document (the
Participant’s rights against such Lender in respect of such participation to be
those set forth in the agreements executed by such Lender and the applicable
Participant).  All amounts payable by Borrower to any Lender under
Section 2.7 in
respect of Loans held by it and its Commitment shall be determined as if such
Lender had not sold or agreed to sell any participations in such Loans and
Commitment, and as if such Lender were funding each of such Loans and Commitment
in the same way that it is funding the portion of such Loans and Commitment in
which no participations have been sold.  In no event shall a Lender
that sells a participation agree with the Participant to take or refrain from
taking any action hereunder or under any other Loan Document except that such
Lender may agree with the Participant that it will not, without the consent of
the Participant, agree to (i) increase or extend the term of such Lender’s
Commitment, (ii) extend the date fixed for the payment of principal of or
interest on the related Loan or Loans or any portion of any fee hereunder
payable to the Participant, (iii) reduce the amount of any such payment of
principal, (iv) reduce the rate at which interest is payable thereon, or
any fee hereunder payable to the Participant, to a level below the rate at which
the Participant is entitled to receive such interest or fee or (v) consent
to any modification, supplement or waiver hereof or of any of the other Loan
Documents to the extent that the same, under Section 12.2,
requires the consent of each Lender.




(4)           Certain Pledges.  In
addition to the assignments and participations permitted under the foregoing
provisions of this Section 12.24
(but without being subject thereto), any Lender may (without notice to Borrower,
the Administrative Agent or any other Lender and without payment of any fee)
assign and pledge all or any portion of its Loans and its Note to any Federal
Reserve Bank as collateral security pursuant to Regulation A and any
operating circular issued by such Federal Reserve Bank, and such Loans and Note
shall be fully transferable as provided therein.  No such assignment
shall release the assigning Lender from its obligations hereunder.




(5)           Provision of Information to Assignees
and Participants.  A Lender may furnish any information
concerning Borrower or any of its Affiliates in the possession of such Lender
from time to time to assignees and participants (including prospective assignees
and participants), subject to Section
12.26.




(6)           No Assignments to Borrower or
Affiliates.  Anything in this Section 12.24 to
the contrary notwithstanding, no Lender may assign or participate any interest
in any Loan held by it hereunder to Borrower or any of its Affiliates without
the prior consent of each Lender.




Section
12.25                                Brokers.Borrower hereby represents
to the Administrative Agent and each Lender that Borrower has not engaged any
broker, underwriters, placement agent, or finder in connection with the
transactions contemplated by this Agreement and the other Loan
Documents.  Borrower hereby agrees to pay any other fees and
commissions due and payable to any broker engaged by Borrower in connection with
the Loans and to indemnify and hold the Administrative Agent and each Lender
harmless from and against any and all claims, liabilities, costs and expenses of
any kind in any way relating to or arising from a claim by any broker engaged by
Borrower that such Person acted on behalf of Borrower in connection with the
transactions contemplated herein.




Section
12.26                                Confidential Information.  The
Administrative Agent and each Lender and Participant agree to keep confidential
any non-public information that any such Person may receive from the Borrower or
otherwise discover with respect to the Borrower or the Borrower’s business
pursuant to the Loan Documents or any investigation by any such Person
thereunder (collectively "Confidential
Information"), and not to use Confidential Information in order to
compete with Borrower in Borrower’s markets and main line of
business.  The foregoing shall not limit disclosures: (i) specifically
and previously authorized in writing by the Borrower; (ii) to any actual or
prospective assignee or participant of any such Person so long as such actual or
prospective assignee or participant has agreed in writing to keep such
Confidential Information confidential in accordance with, and not to use such
Confidential Information in violation of, the terms of this Section 12.26;
(iii) to legal counsel, accountants, auditors, environmental consultants, title
insurance representatives and other professional advisors to each such Person so
long as any such Person shall be informed in writing of the confidential nature
of such Confidential Information and shall be directed to treat such
Confidential Information confidentially and not to use such Confidential
Information in violation of this Section 12.26; (iv) to regulatory
officials having jurisdiction over any such Person; (v) as required by legal
process or in connection with any action to enforce the obligations of the
Borrower under the Loan Documents; and (vi) of information which has previously
become publicly available through the actions or inactions of a third party not,
to such Person’s knowledge, in breach of an obligation of confidentiality to the
Borrower or which has become stale through the passage of time or other change
in circumstances.






ARTICLE
13









LIMITATIONS
ON LIABILITY







Section
13.1                                Limitation
on Liability.




(1)           Except
as provided below, neither Borrower nor any past, present or future member in,
partner in, or manager of the Borrower, Borrower’s Member or any Borrower Party,
nor any owner of any direct or indirect equity interests in the Borrower,
Borrower’s Member or any Borrower Party, shall  be personally liable
for amounts due under the Loan Documents.




(2)           Borrower
shall be personally liable to the Administrative Agent and the Lenders for any
deficiency, loss or damage suffered by the Administrative Agent or any Lender
because of:  (a) Borrower’s commission of a criminal act;
(b)the failure by
Borrower or any Borrower Party to apply any funds derived from the Projects,
including Operating Revenues, security deposits, insurance proceeds and
condemnation awards as required by the Loan Documents; (c) the fraud or
intentional misrepresentation by Borrower or any Borrower Party made in or in
connection with the Loan Documents or the Loan; (d) Borrower’s collection
of rents more than one month in advance (except as otherwise permitted pursuant
to the Loan Documents) , or receipt of monies by Borrower or any Borrower Party
in connection with the modification or cancellation of any Major Leases, in
violation of this Agreement or any of the other Loan Documents;
(e) Borrower’s interference with the Administrative Agent’s exercise of
rights under the Assignment of Rents and Leases; (f) Borrower’s failure to
turn over to the Administrative Agent all tenant security deposits upon the
Administrative Agent’s demand following an Event of Default;
(g)  [reserved]; (h) Borrower’s failure to maintain insurance as
required by this Agreement ; (i) damage or destruction to any of the
Projects caused by the negligent or intentional acts or omissions of Borrower,
its agents, employees, or contractors; (j) Borrower’s failure to perform
its obligations with respect to environmental matters under Article 4;
(k) Borrower’s failure to pay for any loss, liability or expense (including
attorneys’ fees) incurred by the Administrative Agent or any Lender arising out
of any claim or allegation made by Borrower, its successors or assigns, that
this Agreement or the transactions contemplated by the Loan Documents establish
a joint venture, partnership or other similar arrangement between Borrower, the
Administrative Agent and any Lender; (l) any brokerage commission or
finder’s fees claimed by any broker or finder engaged by Borrower in connection
with the transactions contemplated by the Loan Documents; or (m) any amount due
pursuant to Section
2.7(5) hereof.  Borrower also shall be personally liable to
Lender for any and all attorneys’ fees and expenses and court costs incurred by
the Administrative Agent and the Lenders in enforcing this Section 13.1(2)
or otherwise incurred by the Administrative Agent and the Lenders in connection
with any of the foregoing matters, regardless of whether such matters are legal
or equitable in nature or arise under tort or contract law.




(3)           Notwithstanding
anything to the contrary contained in the Loan Documents, the limitation on
Borrower’s liability contained in Section 13.1(1) SHALL BECOME NULL AND
VOID and shall be of no further force and effect if:  (a) any Transfer
in violation of the Loan Documents occurs; (b) Borrower files a petition under
the United States Bankruptcy Code or similar state insolvency laws; or (c)
Borrower becomes the subject of an involuntary proceeding under the United
States Bankruptcy Code or similar state insolvency laws, and either
(i) Borrower or any Affiliate of Borrower conspired or cooperated with one
or more creditors of Borrower (other than the Administrative Agent or the
Lenders) to commence such involuntary proceeding, or (ii) Borrower fails to
use commercially reasonable efforts to obtain a dismissal of such involuntary
proceeding.




(4)           Reserved.




(5)           Nothing
in this Section
13.1 shall be deemed to be a waiver of any right which the Administrative
Agent or any Lender may have under Sections 506(a), 506(b), 1111(b) or any
other provision of the United States Bankruptcy Code, as such sections may be
amended, or corresponding or superseding sections of the Bankruptcy Amendments
and Federal Judgeship Act of 1984, to file a claim for the full amount due to
the Administrative Agent or such Lender under the Loan Documents or to require
that all collateral shall continue to secure the amounts due under the Loan
Documents




Section
13.2                                Limitation on Liability of the
Administrative Agent’s and the Lenders’ Officers, Employees, Etc.Any obligation or liability
whatsoever of the Administrative Agent or any Lender which may arise at any time
under this Agreement or any other Loan Document shall be satisfied, if at all,
out of the Administrative Agent’s or such Lender’s respective assets
only.  No such obligation or liability shall be personally binding
upon, nor shall resort for the enforcement thereof be had to, the property of
any of the Administrative Agent’s or any Lender’s shareholders, directors,
officers, employees or agents, regardless of whether such obligation or
liability is in the nature of contract, tort or otherwise.






ARTICLE
14









THE
ADMINISTRATIVE AGENT







Section
14.1                                Appointment, Powers and
Immunities.  The provisions of
this Article 14 constitute agreements between the Administrative Agent and the
Lenders.  Each Lender hereby appoints and authorizes the
Administrative Agent to act as its agent hereunder and under the other Loan
Documents with such powers as are specifically delegated to the Administrative
Agent by the terms of this Agreement and of the other Loan Documents, together
with such other powers as are reasonably incidental thereto.  The
Administrative Agent (which term as used in this sentence and in Section 14.5 and
the first sentence of Section 14.6
shall include reference to its affiliates and its own and its affiliates’
officers, directors, employees and agents):




(1)           shall
have no duties or responsibilities except those expressly set forth in this
Agreement and in the other Loan Documents, and shall not by reason of this
Agreement or any other Loan Document be a trustee for any Lender;




(2)           shall
not be responsible to the Lenders for any recitals, statements, representations
or warranties contained in this Agreement or in any other Loan Document, or in
any certificate or other document referred to or provided for in, or received by
any of them under, this Agreement or any other Loan Document, or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement, any Note or any other Loan Document or any other document referred to
or provided for herein or therein or for any failure by Borrower or any other
Person to perform any of its obligations hereunder or thereunder;
and




(3)           shall
not be responsible for any action taken or omitted to be taken by it hereunder
or under any other Loan Document or under any other document or instrument
referred to or provided for herein or therein or in connection herewith or
therewith, except to the extent any such action taken or omitted violates the
Administrative Agent’s standard of care set forth in the first sentence of Section 14.5.




The
Administrative Agent may employ agents and attorneys-in-fact, and may delegate
all or any part of its obligations hereunder, to third parties and shall not be
responsible for the negligence or misconduct of any such agents,
attorneys-in-fact or third parties selected by it in good faith.  The
Administrative Agent may deem and treat the payee of a Note as the holder
thereof for all purposes hereof unless and until a notice of the assignment or
transfer thereof shall have been filed with the Administrative
Agent.




Section
14.2                                Reliance by Administrative
Agent.  The
Administrative Agent shall be entitled to rely upon any certification, notice or
other communication (including, without limitation, any thereof by telephone,
telecopy, telegram or cable) reasonably believed by it to be genuine and correct
and to have been signed or sent by or on behalf of the proper Person or Persons,
and upon advice and statements of legal counsel, independent accountants and
other experts selected by the Administrative Agent.  As to any matters
not expressly provided for by this Agreement or any other Loan Document, the
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, hereunder or thereunder in accordance with instructions
given by the Majority Lenders, and such instructions of the Majority Lenders and
any action taken or failure to act pursuant thereto shall be binding on all of
the Lenders.




Section
14.3                                Defaults.  The
Administrative Agent shall not be deemed to have knowledge or notice of the
occurrence of a Potential Default or Event of Default unless the Administrative
Agent has received notice from a Lender or Borrower specifying such Potential
Default or Event of Default and stating that such notice is a “Notice of
Default”.  In the event that the Administrative Agent receives such a
notice of the occurrence of a Potential Default or Event of Default, the
Administrative Agent shall give prompt notice thereof to the
Lenders.  The Administrative Agent shall (subject to Section 14.7)
take such action with respect to such Potential Default or Event of Default and
other matters relating to the Loans as shall be directed by the Lenders in
accordance with a separate agreement entered into by the Administrative Agent
and the Lenders.




Section
14.4                                Rights as a
Lender.  With respect to GECC’s Commitment and the Loans made
by it, GECC (and any successor acting as Administrative Agent) in its capacity
as a Lender hereunder shall have the same rights and powers hereunder as any
other Lender and may exercise the same as though it were not acting as the
Administrative Agent, and the term “Lender” or “Lenders” shall, unless the
context otherwise indicates, include the Administrative Agent in its individual
capacity.  GECC (and any successor acting as Administrative Agent) and
its affiliates (including GECC) may (without having to account therefor to any
Lender) lend money to, make investments in and generally engage in any kind of
lending, trust or other business with Borrower (and any of its Affiliates) as if
it were not acting as the Administrative Agent, and GECC and its affiliates
(including GECC may accept fees and other consideration from Borrower for
services in connection with this Agreement or otherwise without having to
account for the same to the Lenders.




Section
14.5                                Standard of Care;
Indemnification.  In performing its duties under the Loan
Documents, the Administrative Agent will exercise the same degree of care as
GECC normally exercises in connection with real estate loans in which no
syndication or participations are involved, but the Administrative Agent shall
have no further responsibility to any Lender except as expressly provided herein
and except for its own gross negligence or willful misconduct which resulted in
actual loss to such Lender, and, except to such extent, the Administrative Agent
shall have no responsibility to any Lender for the failure by the Administrative
Agent to comply with any of the Administrative Agent’s obligations to Borrower
under the Loan Documents or otherwise.  The Lenders agree to indemnify
the Administrative Agent (to the extent not reimbursed under Section 12.5,
but without limiting the obligations of Borrower under Section 12.5)
ratably in accordance with the aggregate principal amount of the Loans held by
the Lenders (or, if no Loans are at the time outstanding, ratably in accordance
with their respective Commitments), for any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind and nature whatsoever that may be imposed on, incurred
by or asserted against the Administrative Agent (including by any Lender)
arising out of or by reason of any investigation in or in any way relating to or
arising out of this Agreement or any other Loan Document or any other documents
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby (including, without limitation, the costs and
expenses that Borrower is obligated to pay under Section 12.5,
but excluding, unless a Event of Default has occurred and is continuing, normal
administrative costs and expenses incident to the performance of its agency
duties hereunder) or the enforcement of any of the terms hereof or thereof or of
any such other documents, provided that no Lender shall be liable for any of the
foregoing to the extent they arise from the Administrative Agent’s breach of its
standard of care set forth in the first sentence of this Section.




Section
14.6                                Non-Reliance on Administrative Agent
and Other Lenders.  Each Lender agrees that it has,
independently and without reliance on the Administrative Agent or any other
Lender, and based on such documents and information as it has deemed
appropriate, made its own credit analysis of Borrower and its Affiliates and
decision to enter into this Agreement and that it will, independently and
without reliance upon the Administrative Agent or any other Lender, and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own analysis and decisions in taking or not taking action
under this Agreement or under any other Loan Document.  Subject to the
provisions of the first sentence of Section 14.5,
the Administrative Agent shall not be required to keep itself informed as to the
performance or observance by Borrower of this Agreement or any of the other Loan
Documents or any other document referred to or provided for herein or therein or
to inspect the Project or the books of Borrower or any of its
Affiliates.  Except for notices, reports and other documents and
information expressly required to be furnished to the Lenders by the
Administrative Agent hereunder or as otherwise agreed by the Administrative
Agent and the Lenders, the Administrative Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information
concerning the affairs, financial condition or business of Borrower or any of
its Affiliates that may come into the possession of the Administrative Agent or
any of its affiliates.




Section
14.7                                Failure to Act.  Except for action
expressly required of the Administrative Agent hereunder, and under the other
Loan Documents, the Administrative Agent shall in all cases be fully justified
in failing or refusing to act hereunder and thereunder unless it shall receive
further assurances to its satisfaction from the Lenders of their indemnification
obligations under Section 14.5
against any and all liability and expense that may be incurred by it by reason
of taking or continuing to take any such action.




Section
14.8                                Resignation of Administrative
Agent.  The Administrative Agent may resign at any time by
giving notice thereof to the Lenders and Borrower.  Upon any such
resignation, the Majority Lenders shall have the right to appoint a successor
Administrative Agent which shall be a financial institution that has (a) an
office in New York, New York with a combined capital and surplus of at least
$500,000,000 and (b) knowledge and experience comparable to the resigning
Administrative Agent’s knowledge and experience in the servicing of loans
similar to the Loans hereunder.  If no successor Administrative Agent
shall have been so appointed by the Majority Lenders and shall have accepted
such appointment within 30 days after the retiring Administrative Agent’s giving
of notice of resignation of the retiring Administrative Agent, then the retiring
Administrative Agent’s resignation shall nonetheless become effective and
(i) the retiring Administrative Agent shall be discharged from its duties
and obligations hereunder and (ii) the Majority Lenders shall perform the
duties of the Administrative Agent (and all payments and communications provided
to be made by, to or through the Administrative Agent shall instead be made by
or to each Lender directly) until such time as the Majority Lenders appoint a
successor agent as provided for above in this Section 14.8.  Upon
the acceptance of any appointment as Administrative Agent hereunder by a
successor Administrative Agent, such successor Administrative Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring (or retired) Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder (if not already discharged therefrom as provided above in this Section 14.8).  The
fees payable by Borrower to a successor Administrative Agent shall be the same
as those payable to its predecessor unless otherwise agreed between Borrower and
such successor.  After any retiring Administrative Agent’s resignation
hereunder as Administrative Agent, the provisions of this Article 14 and
Section 12.5
shall continue in effect for its benefit in respect of any actions taken or
omitted to be taken by it while it was acting as the Administrative
Agent.






[Signature
Pages Follow]










EXECUTED
as of the date first written above.




LENDER:
            GENERAL
      ELECTRIC CAPITAL CORPORATION, a Delaware
  corporation




By:




Name:




Title:  Authorized
      Signatory




Address
for Notices:




General
Electric Capital Corporation




1901 Main
Street, 7th
Floor




Irvine,
California 92614




Attention:  Asset
Manager: Douglas Emmett LA Portfolio




Telecopier
No.:  949 477-0904




Lending
Office for Eurodollar and




Alternate
Base Rate Loans:




General
Electric Capital Corporation




1901 Main
Street, 7th
Floor




Irvine,
California 92614




Attention:  Asset
Manager: Douglas Emmett LA Portfolio




Telecopier
No.:  949 477-0904




[Signatures
Continued on Next Page]







BORROWER:
            DOUGLAS
      EMMETT 2008, LLC,




a
      Delaware limited liability company




By:
            Douglas
      Emmett Management, Inc.,




a
      Delaware corporation, its Manager




By:           __________________




Name:                      William
Kamer




Title:                      Chief
Financial Officer




Address
for Notices:




Douglas
Emmett 2008, LLC




c/o
Douglas Emmett Properties, LP




808 Wilshire
Boulevard, Suite 200




Santa
Monica, California  90401




Attention:  Jordan L.
Kaplan




Telecopier
No.:  (310) 255-7702




With
copies to:




Douglas
Emmett 2008, LLC




c/o
Douglas Emmett Properties, LP




808 Wilshire
Boulevard, Suite 200




Santa
Monica, California  90401




Attention:  William
Kamer, Esq.




Telecopier
No.:  (310) 255-7702




[Signatures
Continue on Next Page]







ADMINISTRATIVE
      AGENT:
            GENERAL
      ELECTRIC CAPITAL CORPORATION, a Delaware
  corporation,




as
      Administrative Agent




By:




Name:




Title:  Authorized
      Signatory




Address
for Notices:




General
Electric Capital Corporation




1901 Main
Street, 7th
Floor




Irvine,
California 92614




Attention:  Asset
Manager: Douglas Emmett LA Portfolio




Telecopier
No.:  949 477-0904










EXHIBIT
A-1




THE
PROJECTS




Address
            Square
      Footage
            Year
      Built
            No.
      Floors2001
      Wilshire Blvd., Santa Monica, CA
            101,125
            1980
            68383
      Wilshire Blvd., Beverly Hills, CA
            424,375
            1971/1993
            109100
      Wilshire Blvd., Beverly Hills, CA
            331,551
            1971/1990
            1015250
      Ventura Blvd., Sherman Oaks, CA
            112,954
            1970/1991
            1216000
      Ventura Blvd., Encino, CA
            174,841
            1980/1996
            1221300
      Victory Blvd., Woodland Hills, CA
            245,159
            1988
            12





EXHIBIT
A-2




LEGAL DESCRIPTION OF EACH
PROJECT






(See
Attached)





EXHIBIT
B




ALLOCATED LOAN
AMOUNTS




Project
            Allocated
      Loan Amount2001
      Wilshire Blvd., Santa Monica, CA
            $30,000,0008383
      Wilshire Blvd., Beverly Hills, CA
            $125,000,0009100
      Wilshire Blvd., Beverly Hills, CA
            $100,000,00015250
      Ventura Blvd., Sherman Oaks, CA
            $26,000,00016000
      Ventura Blvd., Encino, CA
            $42,000,00021300
      Victory Blvd., Woodland Hills, CA
            $57,000,000TOTAL
            $380,000,000





EXHIBIT
C






[Form of
Note]


PROMISSORY
NOTE




$380,000,000 March
28, 2008




Los
Angeles, California






FOR VALUE
RECEIVED, DOUGLAS EMMETT 2008,
LLC, a Delaware limited liability company (“Borrower”),
hereby promises to pay to GENERAL ELECTRIC CAPITAL CORPORATION (the “Lender”),
for account of its respective Applicable Lending Offices provided for by the
Agreement referred to below, at the principal office of General Electric Capital
Corporation at 1901 Main Street, 7th Floor, Irvine, California 92614, the
principal sum of Three Hundred Eighty Million and No/100s Dollars ($380,000,000)
(or such lesser amount as shall equal the aggregate unpaid principal amount of
the Loans made by the Lender to Borrower under the Agreement), in lawful money
of the United States of America and in immediately available funds, on the dates
and in the principal amounts provided in the Agreement, and to pay interest on
the unpaid principal amount of each such Loan, at such office, in like money and
funds, for the period commencing on the date of such Loan until such Loan shall
be paid in full, at the rates per annum and on the dates provided in the
Agreement.




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




Borrower,
co-makers, sureties, endorsers and Guarantors, and each of them, expressly waive
demand and presentment for payment, notice of nonpayment, protest, notice of
protest, notice of dishonor, notice of intent to accelerate the maturity hereof,
notice of the acceleration of the maturity hereof, bringing of suit and
diligence in taking any action to collect amounts called for hereunder and in
the handling of securities at any time existing in connection herewith; such
parties are and shall be jointly, severally, directly and primarily liable for
the payment of all sums owing and to be owing hereon, regardless of and without
any notice (except for notices required by the Loan Documents), diligence, act
or omission as or with respect to the collection of any amount called for
hereunder or in connection with any right, lien, interest or property at any and
all times had or existing as security for any amount called for
hereunder.




This Note
is one of the Notes referred to in the Loan Agreement dated as of March 28, 2008
(as modified, supplemented, extended and in effect from time to time, the “Agreement”)
between Borrower, the lenders party thereto (including the Lender) and General
Electric Capital Corporation, as Administrative Agent, and evidences Loans made
by the Lender thereunder.  Terms used but not defined in this Note
have the respective meanings assigned to them in the Loan
Agreement.




The Loan
Agreement provides for the acceleration of the maturity of this Note upon the
occurrence of certain events and for prepayments of Loans upon the terms and
conditions specified therein.




Except as
permitted by Sections 12.9 and 12.24 of the Loan Agreement, this Note may
not be assigned by the Lender to any other Person.




This Note
shall be governed by, and construed in accordance with, the law of the State of
California .




The
liability of the Borrower and certain others for the Borrower’s obligations
hereunder is subject to the limitation on liability provisions of Section 13.1
of the Loan Agreement.




IN
WITNESS WHEREOF, the Borrower has executed this Note as of the date first
written above.




DOUGLAS
EMMETT 2008, LLC,




a
Delaware limited liability company




By:
            Douglas
      Emmett Management, Inc.,




a
      Delaware corporation, its Manager




By:




Name: William
Kamer




Title:Chief
Financial Officer





SCHEDULE OF
LOANS






This Note
evidences Loans made, Continued or Converted under the within-described
Agreement to Borrower, on the dates, in the principal amounts, of the Types,
bearing interest at the rates and having Interest Periods (if applicable) of the
durations set forth below, subject to the payments, Continuations, Conversions
and prepayments of principal set forth below:









EXHIBIT
D






[Form of
Assignment and Acceptance]




ASSIGNMENT
AND ACCEPTANCE




Reference
is made to the Loan Agreement dated as of _________ __, 2008 (as amended and in
effect on the date hereof, the “Agreement”),
between DOUGLAS EMMETT 2008, LLC, a Delaware limited liability company, the
Lenders named therein and GENERAL ELECTRIC CAPITAL CORPORATION, as
Administrative Agent for the Lenders.  Terms defined in the Agreement
are used herein with the same meanings.




The
Assignor named below hereby sells and assigns, without recourse, to the Assignee
named below, and the Assignee hereby purchases and assumes, without recourse,
from the Assignor, effective as of the Assignment Date set forth below, the
interests set forth below (the “Assigned
Interest”) in the Assignor’s rights and obligations under the Agreement,
including, without limitation, the interests set forth below in the Commitment
of the Assignor on the Assignment Date and Loans owing to the Assignor which are
outstanding on the Assignment Date, together with (a) interest on the assigned
Loans from and after the Assignment Date and (b) the amount, if any, set forth
below of the fees accrued to the Assignment Date for account of the
Assignor.  The Assignee hereby acknowledges receipt of a copy of the
Agreement and the Agency Agreement.  From and after the Assignment
Date (i) the Assignee shall be a party to and be bound by the provisions of
(x) the Agreement and (y) the Agency Agreement and, in each case, to the extent
of the interests assigned by this Assignment and Acceptance, have the rights and
obligations of a Lender thereunder and (ii) the Assignor shall, to the
extent of the interests assigned by this Assignment and Acceptance, relinquish
its rights and be released from its obligations under the Agreement and the
Agency Agreement.




This
Assignment and Acceptance is being delivered to the Administrative Agent
together with, if the Assignee is not already a Lender under the Agreement, an
administrative questionnaire in the form supplied by the Administrative Agent,
duly completed by the Assignee.  The [Assignee/Assignor] shall pay the
fee payable to the Administrative Agent pursuant to Section 12.24(2)(e) of
the Agreement.




This
Assignment and Acceptance shall be governed by and construed in accordance with
the laws of the State of New York.




The
Assignor represents and warrants to the Assignee that the Assignor is the legal
and beneficial owner of the Assigned Interest and has not created any adverse
interest therein.  The Assignor and the Assignee represent and warrant
to each other that they are, respectively, authorized to execute and deliver
this Assignment and Acceptance.





Date of
Assignment:




Legal
Name of Assignor:




Legal
Name of Assignee:




Assignee’s
Address for Notices:




Effective
Date of Assignment




(“Assignment
Date”)1:




Percentage
Assigned of


Facility/Commitment


(set
forth, to at


least 4
decimals, as a


percentage
of the


Facility
and the


aggregate
Commitments


Principal
Amount                                                                of
all Lenders


Assigned                                                      thereunder





Current
Outstanding


Loans
Assigned:                                                      $                                                                                     %]
2





Future
Funding


Commitment:                                                      $                                                                                     %





[Fees
Assigned (if any):]








The terms
set forth above and below are hereby agreed to:





[NAME OF
ASSIGNOR]      , as Assignor








By:_________________________


Name:


Title:





[NAME OF
ASSIGNEE]      , as Assignee





By:_________________________


Name:


Title:







The
undersigned hereby consent to the within assignment:3




[                                               ],




as
Administrative Agent






By:_________________________






Name:






Title:







1           Must
be at least five Business Days after execution hereof by all required
parties.


2           Delete if no future advances are
involved.


3           Consent
to be included to the extent required by Section 112.24(2) of the
Agreement.





SCHEDULE
1




COMMITMENTS




LENDER COMMITMENT




GENERAL
ELECTRIC CAPITAL
CORPORATION                                                                                                                     $380,000,000







SCHEDULE
2.1




ADVANCE
CONDITIONS






The
initial advance of the Loans shall be subject to the Administrative Agent’s
receipt, review, approval and/or confirmation of the following, each in form and
content satisfactory to the Administrative Agent in its sole
discretion:




1.           The
Loan Documents, executed by Borrower and, as applicable, each Borrower Party and
each other party thereto.




2.           An
ALTA (or equivalent) mortgagee policy of title insurance in the maximum amount
of the Loans, with reinsurance and endorsements as the Administrative Agent may
require, containing no exceptions to title (printed or otherwise) which are
unacceptable to the Administrative Agent, and insuring that the Mortgages are a
first-priority Lien on the Projects and related collateral (subject to Permitted
Encumbrances).




3.           All
documents evidencing the formation, organization, valid existence, good
standing, and due authorization of and for Borrower and each Borrower Party for
the execution, delivery, and performance of the Loan Documents by Borrower and
each Borrower Party.




4.           Legal
opinions issued by counsel for Borrower and each Borrower Party, opining as to
the due organization, valid existence and good standing of Borrower and each
Borrower Party, and the due authorization, execution, delivery, enforceability
and validity of the Loan Documents with respect to Borrower; that the Loans, as
reflected in the Loan Documents, are not usurious; and as to such other matters
as the Administrative Agent and the Administrative Agent’s counsel reasonably
may specify.




5.           Current
Uniform Commercial Code searches, and litigation, bankruptcy and judgment
reports as requested by the Administrative Agent, with respect to Borrower,
Borrower’s Member and Borrower’s Manager.  As of the Closing Date, the
Administrative Agent acknowledges that this item has been satisfied or
waived.




6.           Evidence
of insurance as required by this Agreement, and conforming in all respects to
the requirements of the Administrative Agent, as set forth herein.




7.           A
current ALTA/ACSM survey of each Project, certified to the Administrative Agent
(on behalf of the Lenders) and the issuer of the title insurance, prepared by a
licensed surveyor acceptable to the Administrative Agent and the issuer of the
title insurance, and conforming to the Administrative Agent’s current standard
survey requirements.  As of the Closing Date, the Administrative Agent
acknowledges that this item has been satisfied or waived.




8.           A
current engineering report or architect’s certificate with respect to the
Project, covering, among other matters, inspection of heating and cooling
systems, roof and structural details, showing no failure of compliance with
building plans and specifications, applicable legal requirements (including
requirements of the Americans with Disabilities Act) and fire, safety and health
standards.  As requested by the Administrative Agent, such report
shall also include an assessment of any Project’s tolerance for earthquake and
seismic activity.  As of the Closing Date, the Administrative Agent
acknowledges that this item has been satisfied or waived.




9.           A
current Site Assessment for each Project. The Administrative Agent acknowledges
that this item has been satisfied or waived.  As of the Closing Date,
the Administrative Agent acknowledges that this item has been satisfied or
waived.




10.           All
environmental reports, building condition reports and Site Assessments delivered
to the Administrative Agent prior to the execution of this Agreement shall be
certified to the Administrative Agent (on behalf of the Lenders and their
successors and assigns) without modification or change thereto in the form
reasonably requested by the Administrative Agent.  As of the Closing
Date, the Administrative Agent acknowledges that this item has been satisfied or
waived.




11.           A
current rent roll of the Projects, certified as being true and correct by
Borrower or the current owner of the Projects.  As of the Closing
Date, the Administrative Agent acknowledges that this item has been satisfied or
waived.




12.           A
copy of each Management Agreement, certified by Borrower as being true, correct
and complete.




13.           All
fees and commissions payable to real estate brokers, mortgage brokers, or any
other brokers or agents engaged by Borrower in connection with the Loans or the
acquisition of the Projects have been paid.




14.           Payment
of the Administrative Agent’s attorneys’ fees and costs in documenting, and
closing the transaction.




15.           Such
credit checks, background investigations and other information required by The
Administrative Agent regarding Borrower, each Borrower Party and any other
Person holding a direct or indirect interest in Borrower, including such
additional information as The Administrative Agent may request regarding
compliance by Borrower, and by direct and indirect interest holders in Borrower,
with the provisions of Article 9.  As of the Closing Date, the
Administrative Agent acknowledges that this item has been satisfied or
waived.




16.           Licenses
and permits, applicable to the operation or use of the Project.  As of
the Closing Date, the Administrative Agent acknowledges that this item has been
satisfied or waived.




17.           The
representations and warranties contained in this Loan Agreement and in all other
Loan Documents are true and correct in all material respects.




18.           The
title policy, survey, insurance policies, appraisal, environmental report,
engineering report and other third party reports shall run in favor of “General
Electric Capital Corporation or its designee, as Administrative Agent on behalf
of the lenders in its lending syndicate from time to time, and the successors
and assigns of each of the foregoing, all of whom may rely
thereon.”  Except solely with respect to naming the Administrative
Agent as an additional insured or loss payee, as applicable, with respect to the
insurance policies required to be provided by Borrower pursuant to the Loan
Documents, as of the Closing Date, the Administrative Agent acknowledges that
this item has been satisfied or waived.




19.           No
Potential Default or Event of Default shall have occurred or
exist.





SCHEDULE
2.3(1)




WIRE
INSTRUCTIONS




Deutsche
Bank




ABA#
021001033




Acct#
50-256-477




Acct
Name: GEMSA Incoming Wire Account




Ref:  Douglas
Emmett LA Portfolio







SCHEDULE
6.1




ORGANIZATIONAL CHART AND
INFORMATION




(See
organizational chart attached)




Borrower:




Name:  Douglas
Emmett 2008, LLC


Entity Type:   Limited
Liability Company


State
of Formation:  Delaware


Organizational
Identification Number:  4516254





Borrower’s
Manager:





Name:  Douglas
Emmett Management, LLC


Entity
Type:  Limited Liability Company


State
of Formation:  Delaware


Organizational
Identification Number:  4210851










SCHEDULE
6.14




PROPERTY MANAGEMENT
AGREEMENTS









1.
            Property
      Management Agreement for 2001 Wilshire Blvd., dated March 24, 2008, by and
      between Douglas Emmett 2008, LLC, as Owner, and Douglas Emmett Management,
      LLC, as Agent.




2.
            Property
      Management Agreement for 8383 Wilshire Blvd., dated March 24, 2008, by and
      between Douglas Emmett 2008, LLC, as Owner, and Douglas Emmett Management,
      LLC, as Agent.




3.
            Property
      Management Agreement for 9100 Wilshire Blvd., dated March 24, 2008, by and
      between Douglas Emmett 2008, LLC, as Owner, and Douglas Emmett Management,
      LLC, as Agent.




4.
            Property
      Management Agreement for 15250 Ventura Blvd., dated March 24, 2008, by and
      between Douglas Emmett 2008, LLC, as Owner, and Douglas Emmett Management,
      LLC, as Agent.




5.
            Property
      Management Agreement for 16000 Ventura Blvd., dated March 24, 2008, by and
      between Douglas Emmett 2008, LLC, as Owner, and Douglas Emmett Management,
      LLC, as Agent.




6.
            Property
      Management Agreement for 21300 Victory Blvd. (Warner Corporate Center),
      dated March 24, 2008, by and between Douglas Emmett 2008, LLC, as Owner,
      and Douglas Emmett Management, LLC, as
Agent.












SCHEDULE
1.1(84)




ENVIRONMENTAL
REPORTS




(1)           2001
Wilshire - Phase I Environmental Site Assessment by Citadel Environmental
Services, Inc., dated January 25, 2008;




(2)           8383
Wilshire - Phase I Environmental Site Assessment by Citadel Environmental
Services, Inc., dated January 25, 2008;




(3)           9100
Wilshire - Exit Assessment report by Citadel Environmental Services, Inc., dated
February 13, 2008;




(4)           15250
Ventura - Phase I Environmental Site Assessment by Vertex Environmental
Services, Inc., dated January 25, 2008;




(5)           16000
Ventura - Phase I Environmental Site Assessment by Citadel Environmental
Services, Inc., dated January 25, 2008; and




(6)           Warner
Corp Ctr/21300 Victory - Phase I Environmental Site Assessment by Citadel
Environmental Services, Inc., dated January 25, 2008.












LIST OF DEFINED
TERMS






Page
No.









Additional
      Costs1, 21


Adjusted
      Libor Rate1


Administrative
      Agent1


Advance
      Date1, 19


Affiliate1


Agreement1,
      2, 4, 3


Allocated
      Loan Amount2


Alternate
      Base Rate2


Alternate
      Base Rate Loans2


Anti-Money
      Laundering Laws2


Applicable
      Lending Office2


Assignment
      and Acceptance3


Assignment
      of Rents and Leases3


Bank
      Secrecy Act3


Bankruptcy
      Party3


Basle
      Accord3


Borrower1


Borrower
      Party3


Borrower’s
      Manager3


Borrower’s
      Member3


Business
      Day3, 6


Closing
      Date4


Collateral4


Commitment4


Continue4


Contract
      Rate4, 14


Control4


Controlled
      Subsidiary4


Convert4


Debt4


Debt
      Service5


Default
      Rate5


Dollars5


Environmental
      Indemnity5


Environmental
      Laws5


ERISA5,
      35


Eurodollar
      Loans5


Event
      of Default5


Federal
      Funds Rate5


Financial
      Institution6


Fund6


GECC6


Hazardous
      Materials6


Improvements6


Indebtedness6


Interest
      Period6


Lender1


Lenders1


Libor
      Base Rate6, 21


Licenses7


Lien7


Loan
      Documents7


Loans7


Majority
      Lenders7


Management
      Agreement7


Manager7


Maturity
      Date8


Mortgage8


Net
      Operating Income8


Notes8


OFAC8


Operating
      Expenses8


Operating
      Partnership8


Operating
      Revenues8


Participant9,
      60


Patriot
      Act9


Payment
      Date9, 15


Payor9,
      18


Permitted
      Encumbrances9


Permitted
      Transfers9


Person9


Potential
      Default9


Prime
      Rate9


Project10


Proposed
      Lender10, 25


Regulation
      D10


Regulatory
      Change10


REIT10


Requesting
      Lender10, 25


Required
      Payment10, 18


Reserve
      Requirement10


Restoration
      Threshold10


Secondary
      Market Transaction11


Single
      Purpose Entity11


Site
      Assessment11


Specially
      Designated National and Blocked
Persons11


Standard
      Adjustments11


State11


Stub
      Interest Period12, 15


Subordination
      of Management Agreement12


Taxes12,
      42


Transfer41


Type12


UCC12


Underwritten
      NOI12


Underwritten
      Operating Expenses12


Underwritten
      Operating Revenues12


United
      States Person12, 25


United
      States Taxes25