LOAN
AGREEMENT





dated as
of





March 18,
2008





among





DOUGLAS
EMMETT 2007, LLC,


a
Delaware limited liability company,





DOUGLAS
EMMETT REALTY FUND 2002,


a
California limited partnership, and





DOUGLAS
EMMETT 1995, LLC,


a
Delaware limited liability company,


individually
and collectively,


jointly
and severally, as Borrower





the
LENDERS Party Hereto,








EUROHYPO
AG, NEW YORK BRANCH,


as
Administrative Agent,





and





ING REAL
ESTATE (USA), LLC,


as
Documentation Agent





───────────────────


$340,000,000


───────────────────





EUROHYPO
AG, NEW YORK BRANCH,


as Lead
Arranger and Sole Bookrunner







LOAN
AGREEMENT




LOAN
AGREEMENT dated as of March 18, 2008 by Douglas Emmett 2007, LLC, a Delaware
limited liability company (the “2007 LLC Borrower”),
Douglas Emmett Realty Fund 2002, a California limited partnership (the “LP Borrower”) and
Douglas Emmett 1995, LLC, a Delaware limited liability company (the “1995 LLC Borrower”;
the 1995 LLC Borrower, the 2007 LLC Borrower and the LP Borrower, individually
and collectively, jointly and severally, the “Borrower”); each of
the lenders (including Eurohypo (as hereinafter defined) in its capacity as a
lender) that is a signatory hereto identified under the caption “LENDERS” on the
signature pages hereto and each lender that becomes a “Lender” after the date
hereof pursuant to Section 14.07(b)
(individually, a “Lender” and,
collectively, the “Lenders”); and
EUROHYPO AG, NEW YORK BRANCH, as agent for the Lenders (in such capacity,
together with its successors in such capacity, the “Administrative
Agent”).




RECITALS:




A.           (i)
2007 LLC Borrower is the owner of (a) a fee simple interest in and to that
certain office building listed in Schedule 1A attached
hereto known as 1801 Century Park West, in the City of Los Angeles, County of
Los Angeles, State of California, on certain land more fully described in Schedule 1B attached
hereto (the “Century
Park West Project”), and (b) a fee simple interest in and to that certain
office building listed in Schedule 1A attached
hereto known as Cornerstone Plaza, in the City of Los Angeles, County of Los
Angeles, State of California, on certain land more fully described in Schedule 1B attached
hereto (the “Cornerstone Plaza
Project”); (ii) 1995 LLC Borrower is the owner of a fee simple interest
in and to that certain office building listed in Schedule 1A attached
hereto known as Executive Tower, in the City of Los Angeles, County of Los
Angeles, State of California, on certain land more fully described in Schedule 1B attached
hereto (the “Executive
Tower Project”); and (iii) the LP Borrower is the owner of a fee simple
interest, subject in part to the Ground Lease (as hereinafter defined), in and
to that certain real property listed in Schedule 1A attached
hereto known as the Trillium Project, in the City of Los Angeles, County of Los
Angeles, State of California, more fully described in Schedule 1B attached
hereto (the “Trillium
Project”) (each of the Century Park West Project, the Cornerstone Plaza
Project, the Executive Tower Project and the Trillium Project and the applicable
Borrower’s respective rights to the land on which such office building project
is located, together with any air rights and other rights, privileges,
easements, hereditaments and appurtenances thereunto relating or appertaining
thereto, all Improvements (as hereinafter defined) thereon, together with all
fixtures and equipment required for the operation thereof, all personal property
related to the foregoing and the rights of the applicable Borrower with respect
to all other items described in the granting clause of the Deed of Trust
relating to such office building and interest in land is referred to herein
individually as a “Project” and
collectively as the “Projects”).




B.           A
portion of the Trillium Project more particularly described in Schedule 1C attached
hereto is encumbered by the Ground Lease (the “Ground Leased
Property”), and located thereon is a hotel which is owned and operated by
the Ground Lessee (as hereinafter defined) known as the Hilton Woodland Hills
(the “Hilton
Hotel”).  The Hilton Hotel, together with all improvements
owned by Ground Lessee located on the Ground Leased Property and all fixtures
and equipment required for the operation thereof and all personal property
related to the foregoing are referred to herein as the “Hilton Hotel
Improvements”.




C.           The
Projects consist of eight (8) improved office buildings containing approximately
1,124,445 rentable square feet (each such Project and all other improvements,
excluding the Hilton Hotel Improvements, constructed on each Project being,
individually and collectively, the “Improvements”).




D.           The
Borrower has requested and applied to the Lenders for a loan in the aggregate
principal amount of $225,000,000, which under certain circumstances set forth in
this Agreement, may be increased to the aggregate principal amount of
$340,000,000, in connection with the Projects for the purposes provided
herein.




D.           The
Lenders are willing to make such loans on and subject to the terms and
conditions hereinafter set forth.




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






ARTICLE
I













DEFINITIONS
AND ACCOUNTING MATTERS




1.01  Certain Defined
Terms. As used herein, the following terms shall have the following
meanings:




“1995 LLC Borrower”
shall have the meaning assigned to such term in the introductory
paragraph.




“2007 LLC Borrower”
shall have the meaning assigned to such term in the introductory
paragraph.




“Additional Costs”
shall have the meaning assigned to such term in Section
5.01.




“Adjusted LIBO Rate”
shall mean, for any Eurodollar Loan for any Interest Period therefor, a rate per
annum (expressed as a percentage and rounded upwards, if necessary, to the
nearest 1/10000 of 1%) determined by the Administrative Agent to be equal to a
fraction, the numerator of which is equal to the LIBO Rate for such Eurodollar
Loan for such Interest Period and the denominator of which is equal to (x) 1
minus(y) the Reserve
Requirement (if any) for such Eurodollar Loan for such Interest
Period.




“Adjusted Net Operating
Income” shall mean Net Operating Income, exclusive of any income from
tenants subject to any proceeding or case under the Bankruptcy Code (except to
the extent such income has been actually received).




“Administrative Agent”
shall have the meaning assigned to such term in the preamble.




“Administrative Agent’s
Account” shall mean the account maintained by the Administrative Agent
and of which the Borrower shall have been notified, with such bank as may from
time to time be specified by the Administrative Agent.




“Administrative
Questionnaire” shall mean an administrative questionnaire in a form
supplied by the Administrative Agent.




“Advance Date” shall
have the meaning assigned to such term in Section
4.06.




“Affiliate” shall
mean, with respect to any Person, another Person that directly or indirectly
controls, or is under common control with, or is controlled by, such Person and,
if such Person is an individual, any member of the immediate family (including
parents, spouse, children and siblings) of such individual and any trust whose
principal beneficiary is such individual or one or more members of such
immediate family and any Person who is controlled by any such member or
trust.  As used in this definition, “control” (including,
with its correlative meanings, “controlled by” and
“under common control
with”) shall mean possession, directly or indirectly, of power to direct
or cause the direction of management or policies (whether through ownership of
securities or partnership or other ownership interests, by contract or
otherwise), provided that, in any
event, any Person that owns directly or indirectly securities having 10% or more
of the voting power for the election of directors or other governing body of a
publicly traded corporation or 10% or more of the partnership, membership or
other ownership interests of any other publicly traded Person (other than as a
limited partner of such other Person) shall be deemed to control such
corporation or other Person.




“Aggregate Notional
Amount” shall have the meaning assigned to such term in Section 8.19(a).




“Agreement” shall mean
this Loan Agreement, as the same may from time to time hereafter be Modified and
in effect from time to time.




“All-in-Rate” shall
mean, for any period, an annual interest rate equal to the weighted average of
the following rates: (i) as to any portions of the Outstanding Principal Amount
plus Unused
Commitments which are covered by one or more Hedge Agreements (including any
Excess Hedge Agreement for which a Hedge Agreement Pledge has been executed and
delivered to the Administrative Agent and remains in effect) which are in effect
during such period (collectively, the “Hedged Principal
Amount”), an imputed rate equal to the sum of all interest payments due
with respect to such period on the Hedged Principal Amount, plus all payments
due by the
Borrower or Other Swap Pledgor with respect to such period under all Hedge
Agreements maintained pursuant to Section 8.19
(including any Excess Hedge Agreement for which a Hedge Agreement Pledge has
been executed and delivered to the Administrative Agent and remains in effect),
minus all payments due to the Borrower or
Other Swap Pledgor with respect to such period under all Hedge Agreements
maintained pursuant toSection 8.19 (including any Excess Hedge Agreement for which a Hedge
Agreement Pledge has been executed and delivered to the Administrative Agent and
remains in effect) (with all such interest and other payments to be annualized),
divided by the Hedged Principal Amount and (ii) as to any portion of the
Outstanding Principal Amount plus Unused
Commitments which is not covered by any Hedge Agreement (or Excess Hedge
Agreement for which a Hedge Agreement Pledge has been executed and delivered to
the Administrative Agent and remains in effect) during such period, the weighted
average annual interest rate actually payable hereunder on such Loans during
such period.  For purposes of this calculation, the notional amount
provided for in any Hedge Agreement (or Excess Hedge Agreement) in effect during
any period shall be deemed to “cover” a portion of the Outstanding Principal
Amount plus
Unused Commitments outstanding during such period in proportion to the amount
which the notional amount provided for in such Hedge Agreement (or Excess Hedge
Agreement) bears to the entire Outstanding Principal Amount plus Unused
Commitments outstanding during such period.  If this Agreement requires the
calculation of  the “All-in-Rate” based upon any monthly or quarterly
periods, and the period during which any Hedge Agreement (or Excess Hedge
Agreement) covering any portion of the Outstanding Principal Amount plus Unused
Commitments is in effect is less than the entirety of the relevant month or
quarter, the calculation required under this definition shall be made separately
with respect to the different periods during such month or quarter during which
such portion of the Outstanding Principal Amount plus Unused
Commitments is covered by such Hedge Agreement (or Excess Hedge Agreement), and
such calculations shall be aggregated, on a weighted average basis, for the
relevant period of one month or quarter.




“Allocated Loan
Amount” shall mean, solely for the purposes of performing certain
calculations hereunder: for any Project, the portion of the Loans allocated to
such Project in Schedule 1.01(1)
attached hereto.  The Allocated Loan Amount of a Project suffering a
Casualty Event or a Taking shall be reduced by the amount of any Net Proceeds
attributable to such Project applied by the Administrative Agent in prepayment
of the Outstanding Principal Amount pursuant to Section 2.07.




“Allocated Loan
Percentage” means at any time with respect to any Project a percentage
determined by multiplying one hundred percent (100%) by a fraction, the
numerator of which is the Allocated Loan Amount for such Project and the
denominator of which is the Allocated Loan Amounts for all Projects which, at
such time, are collateral for the Loans.  The Allocated Loan
Percentage for all Projects which, at such time, are collateral for the Loans
shall always equal one hundred percent (100%).




“Annual Budget” shall
have the meaning assigned to such term in Section
8.16(a).




“Anti-Terrorism Order”
shall mean Executive Order No. 13,224, 66 Fed. Reg. 49,079 (2001), issued by the
President of the United States of America (Executive Order Blocking Property and
Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support
Terrorism).




“Applicable Law” shall
mean any statute, law (including Environmental Laws), regulation, ordinance,
rule, judgment, rule of common law, order, decree, Government Approval,
approval, concession, grant, franchise, license, agreement, directive,
guideline, policy, requirement, or other governmental restriction or any similar
form of decision of, or determination by, or any interpretation or
administration of any of the foregoing by, any Governmental Authority, whether
now or hereinafter in effect and, in each case, as amended (including any
thereof pertaining to land use, zoning and building ordinances and
codes).




“Applicable Lending
Office” shall mean, 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 Schedule 1.01(2) 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 the
Borrower as the office by which its Loans of such Type are to be made and
maintained.




“Applicable Margin”
shall mean (a) for Base Rate Loans, 200 basis points per annum; and (b) for
Eurodollar Loans, 150 basis points per annum.




“Appraisal” shall mean
an appraisal of each Project prepared by an Appraiser, each such Appraisal must
comply in all respects with the standards for real estate appraisal established
pursuant to Title XI of the Financial Institutions Reform, Recovery, and
Enforcement Act of 1989, as amended, and otherwise in form and substance
satisfactory to the Administrative Agent.




“Appraised Value”
shall mean, for any Project, the appraised value indicated as such for that
Project in Schedule
1.01(3) attached hereto, as determined by the Appraisal.




“Appraiser” shall mean
CB Richard Ellis, or any other “state certified general appraiser” as such term
is defined and construed under applicable regulations and guidelines issued
pursuant to Title XI of the Financial Institutions Reform, Recovery, and
Enforcement Act of 1989, as amended, which appraiser must have been licensed and
certified by the applicable Governmental Authority having jurisdiction in the
State of California, and which appraiser shall have been selected by the
Administrative Agent.




“Approved Annual
Budget” shall have the meaning assigned to such term in Section
8.16(a).




“Approved Capital
Expenditures” shall have the meaning assigned to such term in Section
11.01(b).




“Approved Fund” shall
mean any Person (other than a natural person) that is engaged in making,
purchasing, holding or investing in bank loans and similar extensions of credit
in the ordinary course of its business (and which is not engaged in the business
of acquiring direct or indirect ownership interests in commercial real estate
projects) and that is administered or managed by (a) a Lender, or
(b) a Person that meets the requirements in clauses (i), (ii), (iii) or (iv) of the
definition of “Eligible Assignee.”




“Approved Lease” shall
mean (a) each existing Lease as of the Closing Date as set forth in the
Leasing Affidavit and (b) each Lease entered into after the Closing Date in
accordance with the terms and conditions contained in Section 9.09 as such
leases and related documents shall be Modified as permitted pursuant to the
terms of this Agreement.




“Approved Leasing
Expenditures” shall have the meaning assigned to such term in Section
11.01(b).




“Arranger” shall mean
EUROHYPO AG, NEW YORK BRANCH as lead arranger and sole bookrunner of the lending
syndicate.




“Assignment and
Assumption” shall mean an Assignment and Assumption, duly executed by the
parties thereto, in substantially the form of Exhibit A attached
hereto and, if required pursuant to Section 14.07(b)
consented to by the Borrower and the Administrative Agent.




“Authorized Officer”
shall mean, with respect to any Borrower, any Borrower Party, or any Borrower’s
Member/General Partner, as applicable, any of the individual officers serving as
the Chief Executive Officer, President, Vice President, Chief Financial Officer,
Secretary, Treasurer, Assistant Treasurer or Chief Accounting Officer of
Borrower’s Manager, in its respective capacity as the manager, general partner
or manager of the general partner of such Person , and whose name appears on a
certificate of incumbency executed by the Secretary of Borrower’s Manager, and
delivered concurrently with the execution of this Agreement, as such certificate
of incumbency may be amended from time to time to identify the names of the
individuals then holding such offices and certified by the Secretary of
Borrower’s Manager.




“Bankruptcy Code”
shall mean the Federal Bankruptcy Code of 1978, as amended from time to
time.




“Bankruptcy Party”
shall mean any of the Borrower Parties while such Person qualifies as a
“Borrower Party” under the definition of such term, the REIT, its Operating
Partnership, and any REIT Subsidiary that holds direct or indirect interests in
and controls the Borrower.  “Bankruptcy Party” shall also mean any
Subsidiary of any Borrower while such Person remains a Subsidiary of such
Borrower, other than an Immaterial Subsidiary.




“Base Rate” shall
mean, for any day, a rate per annum equal to the Federal Funds Rate for such
day.  Each change in any interest rate provided for herein based upon
the Base Rate resulting from a change in the Base Rate shall take effect at the
time of such change in the Base Rate.




“Base Rate Loans”
shall mean the portions of the Outstanding Principal Amount that bear interest
at rates based upon the Base Rate.




“Basel Accord” shall
mean the proposals for risk-based capital framework described by the Basel
Committee on Banking Regulations and Supervisory Practices in its paper entitled
“International Convergence of Capital Measurement and Capital Standards” dated
July 1988, as Modified and in effect from time to time.




“Basel II” shall mean
that certain revised at-risk capital framework published by the Basel Committee
on Banking Supervision in its paper entitled “International Convergence of
Capital Measurement and Capital Standards: a Revised Framework” in June, 2004,
as Modified and in effect from time to time.




“Borrower” shall mean
individually and collectively, jointly and severally the Borrower named in the
preamble to this Agreement until such time (if any) as a Qualified Successor
Entity shall acquire any of the Projects owned by a Borrower and assume the
obligations of such Borrower under the Loan Documents and the originally named
Borrower shall be released from its obligations under the Loan Documents, in
accordance with Section 9.03(a)(iii),
at which time the term “Borrower” shall include such Qualified Successor
Entity.




“Borrower Party” shall
mean the Borrower and its general partner or manager, but shall not include any
other REIT Subsidiary owning a direct or indirect Equity Interest in the
Borrower (unless it is the general partner or manager of the Borrower) and shall
not include the Operating Partnership or the REIT (regardless of whether the
Operating Partnership or the REIT is the general partner or manager of the
Borrower). Upon the acquisition of any of the Projects, but not of direct or
indirect Equity Interests in any Borrower, by a Qualified Successor Entity,
“Borrower Party” shall also mean and include such Qualified Successor Entity and
the general partner or manager thereof (except that if the general partner or
manager of such Qualified Successor Entity 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 the Qualified
Successor Entity, shall no longer include the applicable Borrower, the
applicable 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
the Qualified Successor Entity).




“Borrower’s Account”
shall mean an account maintained by the Borrower with such bank as may from time
to time be specified by or approved by the Administrative Agent to accept the
deposit of funds in accordance with this Agreement.




“Borrower’s Manager”
shall mean Douglas Emmett Management, Inc., a Delaware corporation, (a) with
respect to the 2007 LLC Borrower, in its capacity as the manager of the 2007 LLC
Borrower under the Organizational Documents of the 2007 LLC Borrower, and its
successors thereunder in one or more of such capacities as permitted under the
Loan Documents, (b) with respect to the 1995 LLC Borrower, in its capacity as
the manager of the 1995 LLC Borrower under the Organizational Documents of the
1995 LLC Borrower, and its successors thereunder in one or more of such
capacities as permitted under the Loan Documents, and (c) with respect to the LP
Borrower, in its capacity as the manager of the LP General Partner under the
Organizational Documents of the LP General Partner, and its successors
thereunder in one or more of such capacities as permitted under the Loan
Documents.  Except as may otherwise be expressly provided herein or as
the context may require, each reference herein to Borrower’s Manager shall mean
Borrower’s Manager in each such capacities.  It is understood that,
notwithstanding anything to the contrary contained in this Agreement, any
covenants, representations or warranties that are required to be observed under
this Agreement by the “Borrower’s Manager” shall not be required to be observed
by any manager of the Borrower consisting of the REIT or the Operating
Partnership.




“Borrower’s Member/General
Partner” shall mean, collectively, (a) with respect to the 2007 LLC
Borrower, the Operating Partnership (the “2007 LLC Member”), as
sole member under the Organizational Documents of the 2007 LLC Borrower, and its
successors thereunder as sole member of the 2007 LLC Borrower as permitted under
the Loan Documents, (b) with respect to the 1995 LLC Borrower, Douglas Emmett
Realty Fund 1995, a California limited partnership (the “1995 LLC Member”), as
sole member under the Organizational Documents of the 1995 LLC Borrower, and its
successors thereunder as sole member of the 1995 LLC Borrower as permitted under
the Loan Documents, and (c) with respect to the LP Borrower, the LP General
Partner, as sole general partner under the Organizational Documents of the LP
Borrower, and its successors thereunder as sole general partner of the LP
Borrower as permitted under the Loan Documents.  It is understood
that, notwithstanding anything to the contrary contained in this Agreement, any
covenants, representations or warranties that are required to be observed under
this Agreement by the “Borrower’s Member/General Partner” shall not be required
to be observed by any member or partner of the Borrower consisting of the REIT,
the Operating Partnership or any REIT Subsidiary that is not the general partner
or manager of the Borrower including, without limitation, the Borrower’s
Member/General Partner as of the date hereof, if it is not the general partner
or manager of the Borrower.




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




“Business Interruption
Insurance” shall mean rental and/or business income insurance required
pursuant to Section
8.05(a)(iii) or otherwise maintained in accordance with this
Agreement.




“Capital Lease
Obligations” shall mean, for any Person, all obligations of such Person
to pay rent or other amounts under a lease of (or other agreement conveying the
right to use) property to the extent such obligations would generally be
classified and accounted for as a capital lease on a balance sheet of such
Person under GAAP, and, for purposes of this Agreement, the amount of such
obligations shall be the capitalized amount thereof, determined in accordance
with GAAP.




“Cash Trap Account Security
Agreement” shall mean a Cash Trap Account Security Agreement, among the
Borrower, the Administrative Agent (on behalf of the Lenders) and the Depository
Bank, substantially in the form of Exhibit C
attached hereto, and which is established and maintained in accordance with
Section
11.01.




“Cash Trap Account”
shall have the meaning assigned to such term in the Cash Trap Account Security
Agreement.




“Casualty Event” shall
mean any loss of or damage to, any portion of any Project by fire or other
casualty.




“Century Park West
Project” shall have the meaning assigned to such term in the
Recitals.




“Change of Control”
shall mean, with respect to the REIT, any event or series of events by which any
“person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, but excluding (i) any person or group
consisting of Named Principals or Related Parties, (ii) any “person” or “group”
which is controlled by one or more Named Principals or Related Parties, (iii)
the Depository Trust Company or its nominees, (iv) any “dealer” (as defined
in the Securities Act of 1933) who acquires securities of the REIT with a view
to, or in connection with, (A) the distribution of such securities,
(B) the resale of such securities in accordance with the provisions of
Rule 144A(d) promulgated under the Securities Act of 1933 or (C) the resale
of such securities in accordance with the provisions of Rule 904 (promulgated
under the Securities Act) applicable to "Distributors" as defined in Rule 902
(promulgated under the Securities Act), (v) any employee benefit plan of
such person or its subsidiaries, and any person or entity acting in its capacity
as trustee, agent or other fiduciary or administrator of any such plan) becomes
the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities
Exchange Act of 1934, except that a person or group shall be deemed to have
“beneficial ownership ” of all securities that such person or group has the
right to acquire (such right, an “option right”), whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of forty percent (40%) or more of the equity securities of the REIT
entitled to vote for members of the board of directors or equivalent governing
body of the REIT on a fully-diluted basis (and taking into account all such
securities that such person or group has the right to acquire pursuant to any
option right).




“Closing Date” shall
mean the date of this Agreement, which date shall be the initial funding date of
the Loans pursuant to Section 2.02.




“Code” shall mean the
Internal Revenue Code of 1986, as amended from time to time.




“Commitment” shall
mean, as to each Lender, the obligation of such Lender to make a Loan in a
principal amount up to but not exceeding the amount set opposite the name of
such Lender on Schedule 1.01(4)
attached hereto under the caption “Commitment” or, in the case of a Person that
becomes a Lender pursuant to an assignment permitted under Section 14.07(b) or
pursuant to a Joinder under Section 2.11(a), as
specified in the respective Assignment and Assumption pursuant to which such
assignment is effected, or as specified in the respective Joinder, in either
case, as such percentage may be modified by any Assignment and Assumption or any
Joinder.




“Condemnation Awards”
shall mean all compensation, awards, damages, rights of action and proceeds
awarded to the Borrower by reason of a Taking.




“Consumer Price Index”
shall mean the “Consumer Price Index -- For all Items” for the Los
Angeles-Riverside-Orange County Consolidated Metropolitan Statistical Area,
published monthly in the “Monthly Labor Review” of the Bureau of Labor
Statistics of the United States Department of Labor.  If at any time
the Consumer Price Index is no longer available, then the term “Consumer Price
Index” shall be an index selected by the Administrative Agent which, in the
opinion of the Administrative Agent, is comparable to the Consumer Price
Index.




“Continue”, “Continuation” and
“Continued”
shall refer to the continuation pursuant to Section 2.05 of
(a) a Eurodollar Loan from one Interest Period to the next Interest Period
or (b) Base Rate Loan at the Base Rate.




“Contribution
Agreement” shall mean the Contribution Agreement substantially in the
form of Exhibit
Q attached hereto, to be executed, dated and delivered by the Borrower to
the Administrative Agent (on behalf of the Lenders) on the Closing
Date.




“Controlled Account”
shall mean one or more deposit accounts established by the Administrative Agent
(for the benefit of the Lenders) at a depository bank or financial institution
that is acceptable to the Administrative Agent, and which is established and
maintained in accordance with Section 14.28
hereof.




“Controlled Account
Agreement” shall have the meaning assigned to such term in Section
14.28(a)(i).




“Controlled Account
Collateral” shall have the meaning assigned to such term in Section
14.28(c)(i).




“Convert”, “Conversion” and
“Converted”
shall refer to a conversion pursuant to Section 2.05 of
one Type of Loan into another Type of Loan, which may be accompanied by the
transfer by a Lender (at its sole discretion) of a Loan from one Applicable
Lending Office to another.




“Cornerstone Plaza
Project” shall have the meaning assigned to such term in the
Recitals.




“Debt Service Coverage
Ratio” shall mean, with respect to any period being measured, the ratio
of (a) Adjusted Net Operating Income for such period to (b) DSCR Debt Service
for such period.  For purposes of calculating Debt Service Coverage
Ratio pursuant to Section 2.09(a),
Adjusted Net Operating Income and DSCR Debt Service shall be calculated on an
annualized basis, and the Debt Service Coverage Ratio for such purposes shall be
as determined by the Administrative Agent, based upon the quarterly results
reflected in the most recent reports submitted by Borrower pursuant to Section 8.01
(or, if the most recent report has not been submitted pursuant to such section,
based on such other information as the Administrative Agent shall determine in
its reasonable discretion), which determination shall be conclusive in the
absence of manifest error.  For purposes of calculating Debt Service
Coverage Ratio pursuant to Section 10.03(c),
Adjusted Net Operating Income and DSCR Debt Service shall be projected for a
period of one year in accordance with Section
10.03(c)(iv).




“Deed of Trust” shall
mean each Deed of Trust, Assignment of Leases and Rents, Security Agreement and
Fixture Filing and substantially in the form of Exhibit D
attached hereto, to be executed, dated and delivered by a Borrower to the
Administrative Agent (on behalf of the Lenders) on the Closing Date, securing
the obligations identified therein, as each such deed of trust may be Modified
and in effect from time to time.




“Default” shall mean
an Event of Default or an event that with notice or lapse of time or both would
become an Event of Default.




“Depository Bank”
shall mean, at any time, the depository bank which is party to the Cash Trap
Account Security Agreement, the Project-Level Account Security Agreement or a
Controlled Account Agreement.




“Disbursement Request”
shall have the meaning assigned to such term in Section
11.01(c)(iii).




“Dollars” and “$” shall mean lawful
money of the United States of America.




“DSCR Debt Service”
shall mean, for any period, an amount equal to the payment of interest which
would be required under the Notes delivered by the Borrower based on the
Outstanding Principal Amounts of plus the Unused
Commitments under such Notes as of the end of such period and the All-in-Rate at
such time.  All such calculations shall be subject to the approval of
the Administrative Agent.  For purposes of Section 10.03, the
calculation of DSCR Debt Service shall be projected for a one year period in
accordance with Section
10.03(c)(iv).




“Eligible Assignee”
means any of (i) a commercial bank organized under the Laws of the United
States, or any state thereof, and having (x) total assets in excess of
$25,000,000,000 and (y) a combined capital and surplus of at least
$1,000,000,000; (ii) a commercial bank organized under the laws of any
other country which is a member of the Organization of Economic Cooperation and
Development (“OECD”), or a
political subdivision of any such country, and having (x) total assets in
excess of $25,000,000,000 and (y) a combined capital and surplus of at
least $1,000,000,000, provided that such
bank is acting through a branch or agency located in the United States or in the
country in which it is organized or another country which is also a member of
OECD; (iii) a life insurance company organized under the Laws of any state
of the United States, or organized under the Laws of any country which is a
member of OECD and licensed as a life insurer by any state within the United
States and having (x) admitted assets of at least $25,000,000,000 and
(y) a combined capital and surplus of at least $1,000,000,000;
(iv) any Person described in Schedule 1.01(5);
or (v) an Approved Fund having (1) total assets of at least
$25,000,000,000 and (2) a net worth of at least $1,000,000,000; provided that any
such Person meeting the requirements of (i) through (v) (or its holding company)
shall also have a long-term senior unsecured indebtedness rating of BBB- or
better by S&P (if rated by S&P) and Baa3 or better by Moody’s (if rated
by Moody’s) at the time an interest in the Loans is assigned to it.




“Environmental Claim”
shall mean, with respect to any Person, any written request for information by a
Governmental Authority, or any written notice, notification, claim,
administrative, regulatory or judicial action, suit, judgment, demand or other
written communication by any Person or Governmental Authority alleging or
asserting liability with respect to the Borrower or the Projects, whether for
damages, contribution, indemnification, cost recovery, compensation, injunctive
relief, investigatory, response, Remediation, damages to natural resources,
personal injuries, fines or penalties arising out of, based on or resulting from
(i) the presence, Use or Release into the environment of any Hazardous Substance
originating at or from, or otherwise affecting, the Projects, (ii) any fact,
circumstance, condition or occurrence forming the basis of any violation, or
alleged violation, of any Environmental Law by the Borrower or otherwise
affecting the health, safety or environmental condition of the Projects or (iii)
any alleged injury or threat of injury to the environment by the Borrower or
otherwise affecting the Projects.




“Environmental
Indemnity” means that certain Environmental Indemnity Agreement covering
the Projects by the Borrower and Guarantor in favor of the Administrative Agent
and each of the Lenders substantially in the form of Exhibit E attached
hereto, to be executed, dated and delivered to the Administrative Agent (on
behalf of the Lenders) on the Closing Date, as the same may be Modified and in
effect from time to time.




“Environmental Laws”
shall mean any and all Applicable Laws relating to the regulation or protection
of the environment or the Release or threatened Release of Hazardous Substances
into the indoor or outdoor environment, including ambient air, soil, surface
water, ground water, wetlands, land or subsurface strata, or otherwise relating
to the Use of Hazardous Substances; provided, however, that solely
for purposes of the Environmental Indemnity, “Environmental Laws” shall not
include the California Environmental Quality Act or statutes, laws, regulations
or orders which relate to zoning or otherwise regulating the permissible uses of
land or permissible structures to be developed thereon.




“Environmental Liens”
shall have the meaning assigned thereto in Section
8.11(a).




“Environmental Losses”
shall mean any losses, damages, costs, fees, expenses, claims, suits, judgments,
awards, liabilities (including, but not limited to, strict liabilities),
obligations, debts, diminutions in value, fines, penalties, charges, costs of
Remediation (whether or not performed voluntarily), amounts paid in settlement,
foreseeable and unforeseeable consequential damages, litigation costs,
reasonable attorneys’ fees and expenses, engineers’ fees, environmental
consultants’ fees, and investigation costs (including, but not limited to, costs
for sampling, testing and analysis of soil, water, air, building materials, and
other materials and substances whether solid, liquid or gas), of whatever kind
or nature, and whether or not incurred in connection with any judicial or
administrative proceedings, actions, claims, suits, judgments or awards relating
to Hazardous Substances, Environmental Claims, Environmental Liens and violation
of Environmental Laws.  Notwithstanding the foregoing, “Environmental
Losses” shall not include any loss resulting from diminution in value of any
Project suffered by any Lender if the Lenders shall have been paid in full all
amounts payable by the Borrower under this Agreement and the other Loan
Documents to which the Borrower is a party or shall have otherwise realized all
such amounts upon or prior to foreclosure of the collateral for the Loans; provided, that, subject to the
provisions of Section 8 of the Environmental Indemnity, nothing contained in
this sentence shall limit any claim for a loss (otherwise included within the
term “Environmental Losses” as defined herein) suffered by the Administrative
Agent, any Lender or any Affiliate as a result of a claim for the diminution in
value of the interest of any Person (other than the interest of the
Administrative Agent, any Lender or any Affiliate of the Administrative Agent or
any Lender) in any Project (including the interest of any ground lessor, tenant,
easement holder or other third party, but excluding any Person who has purchased
or acquired the Borrower’s interest in such Project by foreclosure or
deed-in-lieu of foreclosure or any time thereafter) or the diminution in value
of any other property made against the Administrative Agent, any such Lender or
any Affiliate by any other Person as a result of the Administrative Agent, any
Lender or any Affiliate succeeding to the ownership of any Project through
foreclosure or other exercise of remedies (but not as a result of any
contractual obligation incurred by the Administrative Agent, any Lender or any
Affiliate subsequent to or in connection with its acquisition of the ownership
of a Project).




“Environmental
Reports” shall mean, collectively, each environmental survey and
assessment report prepared for the Administrative Agent relating to each Project
listed on Schedule 1.01(6)
attached hereto; each such environmental report shall include a certification by
the engineer (i) that such engineer has obtained and examined the list of
prior owners, (ii) has made an on-site physical examination of the
applicable Project and (iii) has made a visual observation of the
surrounding areas and has found no evidence of the presence of toxic or
Hazardous Substances, or of past or present Hazardous Substances activities that
have not been remediated or are not subject to an operation and maintenance
program.  The Administrative Agent acknowledges receipt of copies of
the Environmental Reports.




“Equity Interests”
means shares of capital stock, partnership interests, membership interests in a
limited liability company, beneficial interests in a trust or other equity
ownership interests in a Person, and any warrants, options or other rights
entitling the holder thereof to purchase or acquire any such equity
interest.




“ERISA” shall mean the
Employee Retirement Income Security Act of 1974, as amended from time to
time.




“ERISA Affiliate”
shall mean any trade or business (whether or not incorporated) that, together
with any Borrower Party or the Operating Partnership, is treated as a single
employer under Section 414(b) or (c) of the Code, or, solely for purposes of
Section 302 of ERISA and Section 412 of the Code, is treated as a single
employer under Section 414 (b), (c), (m) or (o) of the Code.




“ERISA Event” means
(a) any “reportable event”, as defined in Section 4043 of ERISA or the
regulations issued thereunder with respect to a Plan which is subject to Title
IV of ERISA (other than an event for which the thirty (30) day notice period is
waived); (b) the existence with respect to any Plan subject to Section 412 of
the Code or Section 302 of ERISA of an “accumulated funding deficiency” (as
defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any Plan subject to Section 412 of the Code or Section 302 of ERISA;
(d) the incurrence by a Borrower Party or the Operating Partnership or any of
its ERISA Affiliates of any liability under Title IV of ERISA with respect to
the termination of any Plan which is subject to Title IV of ERISA; (e) the
receipt by any Borrower Party or the Operating Partnership or any ERISA
Affiliate from the PBGC or a plan administrator of any notice relating to an
intention to terminate any Plan or Plans which are subject to Title IV of ERISA
or to appoint a trustee to administer any such Plan; (f) the incurrence by a
Borrower Party or the Operating Partnership or any of its ERISA Affiliates of
any liability with respect to the withdrawal or partial withdrawal from any Plan
which is subject to Title IV of ERISA or Multiemployer Plan; or (g) the receipt
by a Borrower Party or the Operating Partnership or any ERISA Affiliate of any
notice, or the receipt by any Multiemployer Plan from a Borrower Party or the
Operating Partnership or any ERISA Affiliate of any notice, concerning the
imposition of Withdrawal Liability or a determination that a Multiemployer Plan
is, or is expected to be, insolvent or in reorganization, within the meaning of
Title IV of ERISA.




“Eurodollar Loans”
shall mean the portions of the Outstanding Principal Amount that bear interest
based on a “LIBO Rate”.




“Eurohypo” shall mean
Eurohypo AG, New York Branch.




“Event of Default”
shall have the meaning assigned to such term in Article
XII.




“Excess Cash” shall
mean with respect to any calendar month, the amount by which the sum of
Operating Income actually received during such calendar month plus amounts
actually paid during such month to or for the account of the Borrower or Other
Swap Pledgor by the counterparty under and pursuant to the Hedge Agreement (but
only on account of any “regular” payments due thereunder (and not on account of
any default or termination thereunder or any obligation to deliver collateral
pursuant thereto)) exceeds the sum of (i) Operating Expenses actually paid
during such month plus (ii) the sum of
interest payments on the Loans and other amounts due and payable under the Loan
Documents plus amounts actually paid during such month by the Borrower or Other
Swap Pledgor to the counterparty under and pursuant to the Hedge Agreement (but
only on account of any “regular” payments due thereunder (and not on account of
any default or termination thereunder or any obligation to deliver collateral
pursuant thereto)) in each case, to the extent actually paid during such month;
provided, however, that for
purposes of determining Excess Cash, Operating Expenses shall exclude any
amounts due or accrued for Insurance Premiums, Real Estate Taxes, Approved
Capital Expenditures or Approved Leasing Expenditures, except for amounts
actually paid in cash during the relevant month for Insurance Premiums, Real
Estate Taxes and, if approved in accordance with the provisions of Article XI, Approved
Capital Expenditures or Approved Leasing Expenditures (and the Borrower may
utilize its Operating Income in such month to pay for Insurance Premiums, Real
Estate Taxes and, if approved in accordance with the provisions of Article XI, Approved
Capital Expenditures or Approved Leasing Expenditures).  For the
avoidance of doubt, it is understood that the calculation of Excess Cash for any
month shall be based upon the cash method of accounting notwithstanding
references to GAAP or the imputation of any income or expense item that is not
actually received or paid in such month in the definitions of “Operating Income”
and “Operating Expenses.”  Notwithstanding the provisions set forth in
the definition of “Operating Expenses” relating to the treatment of reserves
specifically required under this Agreement and amounts paid from such reserves
for purposes of that definition, for purposes of the calculation of Excess Cash,
the deposit of sums into any such specifically-required reserve (but not the
expenditure and release of sums from any such reserve) shall be treated as an
expense.




“Excess Hedge
Agreement” shall have the meaning assigned to such term in Section
8.19(a).




“Excluded Project”
shall mean (a) any of the Properties owned by any Borrower on the Closing Date
other than the Projects which are identified on Schedule 1A, (b) any
Qualified Real Estate Interest that is acquired after the Closing Date by any
Borrower or by a wholly-owned Subsidiary or Qualified Sub-Tier Entity, and (c)
any Project which has been released from the Liens of the Loan Documents in
accordance with Section
2.09.




“Excluded Taxes” shall
mean, with respect to the Administrative Agent and any Lender, or any other
recipient of any payment to be made by or on account of any obligation of the
Borrower hereunder, (a) income or franchise taxes imposed on (or measured
by) its net income by the United States of America, or by the jurisdiction under
the laws of which such recipient is organized or in which its principal office
is located or, in the case of any Lender, in which its Applicable Lending Office
is located, (b) any branch profits taxes imposed by the United States of
America or any similar tax imposed by any other jurisdiction in which the
Borrower is located and (c) in the case of a Foreign Lender (other than an
assignee pursuant to a request by the Borrower under Section 5.07), any
withholding tax that is imposed on amounts payable to such Foreign Lender at the
time such Foreign Lender becomes a party to this Agreement (or designates a new
lending office) or is attributable to such Foreign Lender’s failure to comply
with Section 5.06(e),
except to the extent that such Foreign Lender (or its assignor, if any) was
entitled, at the time of designation, to receive additional amounts from the
Borrower with respect to such withholding tax pursuant to Section 5.06(a).




“Executive Tower
Project” shall have the meaning assigned to such term in the
Recitals.




“Extraordinary Capital or
Leasing Expenditures” shall have the meaning assigned to such term in
Section
11.01(b).




“Federal Funds Rate”
shall mean, for any day, the weighted average (rounded upwards, if necessary, to
the next 1/1000 of 1%) of the rates on overnight Federal funds transactions with
members of the Federal Reserve System arranged by Federal funds brokers, as
published for such day (or if such day is not a Business Day, for the
immediately preceding Business Day) on the next succeeding Business Day by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day that is a Business Day, the average (rounded upwards, if necessary, to the
next 1/1000 of 1%) of the quotations for such day for such transactions received
by the Administrative Agent from three Federal funds brokers of recognized
standing selected by it.




“Fee Letter” means
that certain letter agreement, dated as of the date of this Agreement, between
the Borrower and the Administrative Agent with respect to certain fees payable
by the Borrower in connection with the Commitments, as the same may be Modified
from time to time.




“First Call Date”
shall have the meaning assigned to such term in Section
2.10.




“First Call Notice”
shall have the meaning assigned to such term in Section
2.10.




“Foreign Lender” shall
mean any Lender that is organized under the laws of a jurisdiction other than
that in which the Borrower is located.  For purposes of this
definition, the United States of America, each state thereof and the District of
Columbia shall be deemed to constitute a single jurisdiction.




“GAAP” shall mean
generally accepted accounting principles applied on a basis consistent with
those that, in accordance with Section 1.02(a)
and, except as otherwise provided in this Agreement, are to be used in making
the calculations for purposes of determining compliance with this Agreement, it
being understood that the annual and quarterly financial statements to be
delivered by the Borrower shall be deemed prepared in accordance with “GAAP” for
purposes of this Agreement notwithstanding that such financial statements
contain adjustments for the market value of the Properties of the Borrower (as
reflected in the auditor’s statement that is contained in the most recent such
annual financial statement provided to the Administrative Agent on or before the
Closing Date) and that the treatment of depreciation charges in such quarterly
financial statements is consistent with the treatment of depreciation charges in
the most recent such quarterly financial statements provided to the
Administrative Agent on or before the Closing Date.




“General Assignment”
shall mean that certain Assignment of Contracts, Government Approvals and Other
Project Documents substantially in the form of Exhibit F attached
hereto, to be executed, dated and delivered by the Borrower to the
Administrative Agent (on behalf of the Lenders) on the Closing Date, as the same
may be Modified and in effect from time to time.




“Government Approval”
shall mean any action, authorization, consent, approval, license, ruling,
permit, tariff, rate, certification, exemption, filing or registration by or
with any Governmental Authority, including all licenses, permits, allocations,
authorizations, approvals and certificates obtained by or in the name of, or
assigned to, the Borrower and used in connection with the ownership,
construction, operation, use or occupancy of the Projects, including building
permits, certificates of occupancy, zoning and planning approvals, business
licenses, licenses to conduct business, and all such other permits, licenses and
rights.




“Governmental
Authority” shall mean any governmental department, commission, board,
bureau, agency, regulatory authority, instrumentality, judicial or
administrative body, federal, state or local, foreign or domestic, having
jurisdiction over the matter or matters in question.




“Ground Lease” shall
mean that certain Second Restated Ground Lease dated September 1, 1994,
originally by and between the State of California Public Employees’ Retirement
System, as ground lessor, and Warner Center Hotel Properties, a California
limited partnership, as ground lessee, as amended by Amendment to Second
Restated Ground Lease dated December, 1994, and as amended, modified and/or
supplemented by the documents and instruments listed on Schedule 1.01(10)
attached hereto.




“Ground Leased
Property” shall have the meaning assigned to such term in the
Recitals.




“Ground Lessee” shall
mean the ground lessee under the Ground Lease, its successors and
assigns.




“Guarantee” shall mean
a guarantee, an endorsement, a contingent agreement to purchase or to furnish
funds for the payment or maintenance of, or otherwise to be or become
contingently liable under or with respect to, the Indebtedness, other
obligations, net worth, working capital or earnings of any Person, or a
guarantee of the payment of dividends or other distributions upon the stock or
equity interests of any Person, or an agreement to purchase, sell or lease (as
lessee or lessor) Property, products, materials, supplies or services primarily
for the purpose of enabling a debtor to make payment of such debtor’s
obligations or an agreement to assure a creditor against loss, and including
causing a bank or other financial institution to issue a letter of credit or
other similar instrument for the benefit of another Person, but excluding
endorsements for collection or deposit in the ordinary course of
business.  The terms “Guarantee” and “Guaranteed” used as a
verb shall have a correlative meaning.




“Guaranteed Line of
Credit” shall have the meaning set forth in Section
9.04(h).




“Guarantor” shall mean
Douglas Emmett Properties, LP, a Delaware limited partnership.




“Guarantor Documents”
shall mean the Limited Indemnity and Guarantee and, to the extent the Guarantor
is obligated thereunder, the Environmental Indemnity.




“Hazardous Substance”
shall mean, collectively, (a) any petroleum or petroleum products, flammable
materials, explosives, radioactive materials, asbestos, urea formaldehyde foam
insulation, Mold, and transformers or other equipment that contain
polychlorinated biphenyls (“PCB’s”), (b) any
chemicals or other materials or substances that are now or hereafter become
defined as or included in the definition of “hazardous substances”, “hazardous
wastes”, “hazardous materials”, “extremely hazardous wastes”, “restricted
hazardous wastes”, “toxic substances”, “toxic pollutants”, “contaminants”,
“pollutants” or words of similar import under any Environmental Law and (c) any
other chemical or other material or substance, exposure to which is now or
hereafter prohibited, limited or regulated under any Environmental
Law.




“Hedge Agreement”
shall mean any Swap Agreement or Swap Agreements between the Borrower or Other
Swap Pledgor and one or more financial institutions providing for the transfer
or mitigation of interest risks with respect to the Loans, either generally or
under specific contingencies, as the same may be Modified and in effect from
time to time in accordance with Section
8.19.




“Hedge Agreement
Pledge” shall mean that certain Assignment, Pledge and Security Agreement
substantially in the form of Exhibit G-1 or
G-2, as
applicable, attached hereto, to be executed, dated and delivered by the Borrower
or Other Swap Pledgor to the Administrative Agent (on behalf of the Lenders) in
accordance with Section 8.19 and
at any other time the Borrower elects or is required to enter into, or cause to
be delivered, a Hedge Agreement, covering the Borrower’s or Other Swap Pledgor’s
right, title and interest in and to any such Hedge Agreement, as the same may be
Modified and in effect from time to time.




“Hedging Termination
Date” shall mean the date which is three (3) months prior to the date
which is the fifth (5th)
anniversary of the Closing Date.




“Immaterial
Subsidiary” shall mean any Subsidiary of the Borrower which has incurred
no Indebtedness other than (i) Indebtedness which is non-recourse to such
Subsidiary and the Bankruptcy Parties (except for “carve-outs” (or Guarantees
guarantying the debtor’s liability with respect to “carve-outs”) for fraud,
misrepresentation, misappropriation and other exceptions-from-non-recourse
customary in the real estate finance industry and not materially more favorable
to such lender than the exceptions-from-non-recourse set forth in the second
sentence of Sections 14.23(a)
(and which shall in no event include any recourse obligation of the
Borrower on account of the occurrence with respect to such Subsidiary or any
other Person of any event of the type described in Sections 12.01(d),
(e) or (f) hereof)) and (ii)
Indebtedness which, in the aggregate for all such Immaterial Subsidiaries, does
not exceed ten percent (10%) of the aggregate Indebtedness of the Borrower and
all Subsidiaries of the Borrower.




“Improvements” shall
have the meaning assigned to such term in the Recitals.




“Increase Date” shall
have the meaning assigned thereto in Section
2.11(a).




“Indebtedness” of any
Person means, without duplication, (a) all obligations of such Person for
borrowed money or with respect to deposits or advances of any kind, (b) all
obligations of such Person evidenced by bonds, debentures, notes or similar
instruments, (c) all obligations of such Person upon which interest charges
are customarily paid, (d) all obligations of such Person under conditional
sale or other title retention agreements relating to property acquired by such
Person, (e) all obligations of such Person in respect of the deferred
purchase price of property or services (excluding current accounts payable
incurred in the ordinary course of business), (f) all Indebtedness of
others secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien on property owned or
acquired by such Person, whether or not the Indebtedness secured thereby has
been assumed, (g) all Guarantees by such Person of Indebtedness of others
or performance of obligations, (h) all Capital Lease Obligations of such
Person, (i) all obligations, contingent or otherwise, of such Person as an
account party in respect of letters of credit and letters of guaranty, (j) all
obligations under or in respect of Swap Agreements and (k) all obligations,
contingent or otherwise, of such Person in respect of bankers’
acceptances.  The Indebtedness of any Person shall include the
Indebtedness of any other entity (including any partnership in which such Person
is a general partner) to the extent such Person is liable therefor as a result
of such Person’s ownership interest in or other relationship with such entity,
except to the extent the terms of such Indebtedness provide that such Person is
not liable therefor.




“Indemnified Parties”
shall mean the Administrative Agent, the Arranger, the Affiliates of the
Administrative Agent, the Arranger, and each Lender and each of the foregoing
parties’ respective directors, officers, employees, attorneys, agents,
successors and assigns.




“Indemnified Taxes”
shall mean Taxes other than Excluded Taxes.




“Information” has the
meaning assigned to such term in Section
14.24.




“Insolvency
Proceeding” shall have the meaning assigned to such term in Section
15.03.




“Insurance Premiums”
shall have the meaning assigned to such term in Section
8.05(b).




“Insurance Proceeds”
shall mean all insurance proceeds, damages, claims and rights of action and the
right thereto under any insurance policies relating to the
Projects.




“Insurance Threshold
Amount” shall have the meaning assigned to such term in Section
10.01(b).




“Interest Period”
shall mean, at all times following the Stub Interest Period, with respect to any
Eurodollar Loan, each period commencing on the date such Eurodollar Loan is made
or Converted from a Base Rate Loan or (in the event of a Continuation) the last
day of the immediately preceding Interest Period for such Loan and ending on the
numerically corresponding day in the first, second, third, sixth or (but only if
available from all Lenders) twelfth calendar month thereafter, as the Borrower
may select as provided in Section 4.05;
provided that,
(i) except for the Stub Interest Period, each Interest Period that commences on
the last Business Day of a calendar month (or on any day for which there is no
numerically corresponding day in the appropriate subsequent calendar month)
shall end on the last Business Day of the appropriate subsequent calendar month;
(ii) each Interest Period that would otherwise end on a day that is not a
Business Day shall end on the next succeeding Business Day (or, if such next
succeeding Business Day falls in the next succeeding calendar month, on the
immediately preceding Business Day); (iii) except for the Stub Interest
Period, no Interest Period shall have a duration of less than one month and, if
the Interest Period for any Eurodollar Loan would otherwise be a shorter period
(other than for the Stub Interest Period), such Loan shall bear interest at the
Base Rate plus the Applicable Margin for Base Rate Loans; (iv) in no event shall
any Interest Period extend beyond the Maturity Date; and (v) there may be no
more than seven (7) separate Interest Periods in respect of Eurodollar Loans
outstanding from each Lender at any one time.  The first Interest
Period shall be the Stub Interest Period.




“Interest Rate Hedge
Period” shall have the meaning assigned to such term in Section
8.19(a).




“Investment” shall
mean, for any Person:  (a) the acquisition (whether for cash,
Property, services or securities or otherwise) of capital stock, bonds, notes,
debentures, partnership or other ownership interests or other securities of any
other Person or any agreement to make any such acquisition (including any “short
sale” or any sale of any securities at a time when such securities are not owned
by the Person entering into such sale); (b) the making of any deposit with,
or advance, loan or other extension of credit to, any other Person (including
the purchase of Property from another Person subject to an understanding or
agreement, contingent or otherwise, to resell such Property to such Person), but
excluding any such advance, loan or extension of credit having a term not
exceeding ninety (90) days arising in connection with the sale of inventory or
supplies by such Person in the ordinary course of business; (c) the
entering into of any Guarantee of, or other contingent obligation with respect
to, Indebtedness or other liability of any other Person and (without
duplication) any amount committed to be advanced, lent or extended to such
Person; or (d) the entering into of any Swap Agreement (other than the
Hedge Agreement or any Excess Hedge Agreement).




“Joinder” shall have
the meaning assigned thereto in Section
2.11(a).




“LA Fitness Management
Agreement” shall mean that certain Management Agreement for Operation of
Warner Center Club dated September 7, 1994 by and between L.A. Fitness, Inc., a
California corporation, predecessor-in-interest to L.A. Fitness International,
LLC, a California limited liability company, as manager, and Realty Bancorp, a
California corporation, predecessor-in-interest to Douglas Emmett Realty Fund
2002, a California limited partnership, as owner.




“Lease Approval
Package” shall have the meaning assigned to such term in Section
9.09(b)(iii).




“Lease Information
Summary” shall have the meaning assigned to such term in Section
9.09(b)(iii).




“Leases” shall mean,
collectively, (i) all leases and other agreements or arrangements with or
assumed by any Borrower as landlord for the use or occupancy of all or any
portion of any of the Projects, including any signage thereat, now in effect or
hereafter entered into (including lettings, subleases, licenses, concessions,
tenancies and other occupancy agreements with or assumed by any Borrower as
landlord covering or encumbering all or any portion of any of the Projects),
together with any Guarantees, Modifications of the same, and all additional
remainders, reversions and other rights and estates appurtenant thereto, and
(ii) the LA Fitness Management Agreement, together with any Modifications
thereof (including any new agreement entered into with the manager thereunder
with respect to the use or occupancy of the premises managed
thereunder).




“Leasing Affidavit”
shall have the meaning assigned to such term in Section
6.01(p).




“Lender” shall have
the meaning assigned to such term in the preamble.




“LIBO Rate” shall
mean, for any Interest Period for any Eurodollar Loan, the rate per annum
appearing on Reuters Screen LIBOR01 Page (formerly operated as Page 3750 of
the Dow Jones Markets Service (Telerate)) (or on any successor or substitute
page of such service, or any successor to or substitute for such service,
providing rate quotations comparable to those currently provided on such page of
such service, as determined by the Administrative Agent from time to time for
purposes of providing quotations of interest rates applicable to Dollar deposits
in the London interbank market) at approximately 11:00 a.m. London time on
the date two (2) Business Days prior to the first day of such Interest Period as
the rate for Dollar deposits having a term comparable to such Interest Period
and in an amount comparable to the amount of the applicable Eurodollar Loan,
provided that
if such rate does not appear on such page as of the date of determination, or if
such page shall cease to be publicly available at such time, or if the
information contained on such page, in the sole judgment of the Administrative
Agent shall cease accurately to reflect the rate offered by leading banks in the
London interbank market or if the information contained on such page, in the
sole but reasonable judgment of the Administrative Agent shall cease accurately
to reflect the rate offered by leading banks in the London interbank market, the
LIBO Rate shall be based on the rate reported by any publicly available source
of similar market data selected by the Administrative Agent that, in its sole
but reasonable judgment, accurately reflects such rate offered by leading banks
in the London interbank market.  The LIBO Rate for the Stub Interest
Period shall be 2.775% per annum.









“Lien” shall mean,
with respect to any Property (including the Projects), any mortgage, deed of
trust, lien, pledge, charge, security interest or encumbrance of any kind in
respect of such Property.  For purposes of this Agreement and the
other Loan Documents, a Person shall be deemed to own subject to a Lien any
Property that it has acquired or holds subject to the interest of a vendor or
lessor under any conditional sale agreement, capital lease or other title
retention agreement (other than an operating lease) relating to such
Property.




“Limited Indemnity and
Guarantee” shall mean that certain Limited Indemnity and Guarantee in the
form of Exhibit B
attached hereto, to be executed, dated and delivered by Guarantor to the
Administrative Agent (on behalf of the Lenders) on the Closing Date as the same
may be Modified and in effect from time to time.




“Limiting Regulation”
shall mean any law or regulation of any Governmental Authority, or any
interpretation, directive or request under any such law or regulation (whether
or not having the force of law and whether or not failure to comply therewith
would be unlawful) by any court or Governmental Authority or monetary authority
charged with the interpretation or administration thereof, or any internal bank
policy resulting therefrom (applicable to loans made in the United States of
America) which would or could in any way require a Lender to have the approval
right contained in the last paragraph of Section
9.03.




“Loan” and “Loans” shall have the
respective meanings assigned to such terms in Section 2.01 with
reference to the extensions of credit provided to the Borrower
hereunder.




“Loan Documents” shall
mean, collectively, this Agreement, the Notes, the Security Documents, the
Environmental Indemnity, the Guarantor Documents and each other agreement,
instrument or document (excluding any Hedge Agreement or Excess Hedge Agreement)
required to be executed and delivered in connection with the Loans, together
with any Modifications thereof.  The Contribution Agreement is not a
Loan Document.




“Loan-to-Value Ratio”
means, for each Project, the ratio of the Allocated Loan Amount for such Project
divided by the appraised value of such Project, as determined by the Appraisal
indicating an "as-is" value for such Project and approved by the Administrative
Agent.





“Loan Transactions”
shall have the meaning assigned to such term in Section
4.04.




“Losses” shall have
the meaning assigned to such term in Section
14.04.




“Low DSCR Release
Event” shall mean, at any time after the occurrence of a Low DSCR Trigger
Event, that the Debt Service Coverage Ratio shall be at or above 1.20:1.00 for a
period of at least two (2) consecutive calendar quarters.




“Low DSCR Trigger
Event” shall mean, commencing as of the second calendar quarter in 2009
and continuing at any time prior to the Maturity Date, that the Debt Service
Coverage Ratio measured as of the end of any calendar quarter is less than
1.15:1.00.




“Low DSCR Trigger
Period” shall mean the period of time after a Low DSCR Trigger Event
until the occurrence of a Low DSCR Release Event.




“LP Borrower” shall
have the meaning assigned to such term in the Recitals.




“LP Borrower MAE
Effect” shall have the meaning set forth in Section8.04  (a).




“LP Claim” shall have
the meaning set forth in Section
7.35.




“LP General Partner”
shall mean Douglas Emmett Management, LLC, a Delaware limited liability
company.




“Major Default” shall
mean (i) any Event of Default; (ii) any Default arising from the failure to make
any payment on account of interest to any Lender required under the Loan
Documents or any fees payable to the Administrative Agent under the Fee Letter,
in each case on or before the due date therefor; and (iii) any other Default
written notice of which has been delivered by the Administrative Agent to the
Borrower unless, in the case of this clause (iii), the Borrower has provided
written notice to the Administrative Agent, within seven (7) days after notice
of such Default has been delivered to the Borrower, stating that the Borrower
shall undertake to cure such Default on or prior to the expiration of the
applicable cure period therefor, if any, set forth in the definition of the term
“Event of Default” (and setting forth the steps that the Borrower intends to
take in order to effectuate such cure), and the Administrative Agent shall not
have provided notice to the Borrower within five (5) Business Days after receipt
of such notice from the Borrower, setting forth the Administrative Agent’s
determination, in its reasonable discretion, that the steps set forth in the
notice from the Borrower are not likely to result in the timely cure of such
default.  Notwithstanding the foregoing, for purposes of Sections 13.08 and
14.07(b)(i)(A),
a Major Default of the type described in clause (ii) above shall not be deemed
to “exist” unless the Borrower has received notice of such Major Default and has
failed to cure such Major Default within five (5) Business Days.




“Major Lease” shall
mean one or more Leases to the same tenant or its Affiliates covering an
aggregate of either (i) 20% of the rentable square footage of any Project
or (ii) 30,000 rentable square feet or more.




“Material Adverse
Effect” shall mean a material adverse effect, as determined by the
Administrative Agent, in its reasonable judgment and discretion, on (a) any
Project or the business, operations, financial condition, liabilities or
capitalization of the Borrower, (b) the ability of the Borrower or any
other Borrower Party or the Operating Partnership to pay or perform (or cause to
be performed) its respective material obligations under any of the Loan
Documents to which it is a party, including the timely payment of the
principal of or interest on the Loans or other amounts payable in connection
therewith, (c) the Administrative Agent’s Liens in any of the collateral
securing the Loans or the priority of any such Liens, (d) the validity or
enforceability of any of the Loan Documents or (e) the rights and remedies
of the Lenders and the Administrative Agent under any of the Loan
Documents.




“Maturity Date” shall
mean the earliest of (a) the Stated Maturity Date or (b) the date as to any
Loans on which the Outstanding Principal Amounts under the Notes evidencing such
Loans are accelerated or automatically become due and payable pursuant to the
terms of the Notes or any other Loan Document.




“Maximum Rate” shall
have the meaning assigned to such term in Section
14.25.




“Modifications” shall
mean any amendments, supplements, modifications, renewals, replacements,
consolidations, severances, substitutions and extensions thereof from time to
time; “Modify”, “Modified”, or related words shall have meanings correlative
thereto.




“Mold” shall mean any
microbial or fungus contamination or infestation in any Project of a type which
could reasonably be anticipated (after due inquiry and investigation) to pose a
risk to human health or the environment or could reasonably be anticipated
(after due inquiry and investigation) to negatively impact the value of such
Project in any material respect.




“Moody’s” shall mean
Moody’s Investors Service, Inc., or any successor thereto.




“Multiemployer Plan”
shall mean a multiemployer plan as defined in Section 4001(a)(3) of
ERISA.




“Named Principals”
shall mean Dan A. Emmett, Christopher H. Anderson, Kenneth M.
Panzer and Jordan L. Kaplan.




“Net Operating Income”
shall mean, for any period, the excess, if any, of Operating Income for such
period over Operating Expenses for such period.




“Net Proceeds” shall
have the meaning assigned to such term in Section
10.03(b).




“Net Proceeds
Deficiency” shall have the meaning assigned to such term in Section
10.03(h).




“New Lender” shall
have the meaning assigned thereto in Section
2.11(a).




“New Commitment
Amount” shall have the meaning assigned thereto in Section
2.11(a).




“Notes” shall mean,
collectively, each Note and each other promissory note hereafter executed by the
Borrower to the order of any of the Lenders evidencing such Lender’s respective
Commitment and Loans, as such notes may be Modified or substituted and in effect
from time to time.  Subject to such modifications thereto as may be
deemed necessary by the Administrative Agent to reflect the Applicable Margin
applicable to such Notes, and subject to the provisions of Section 14.30,
each of the Notes shall be substantially in the form of Exhibit H attached
hereto.




“Obligations” means
all obligations, liabilities and indebtedness of every nature of the Borrower
from time to time owing to the Administrative Agent or any Lender under or in
connection with this Agreement, the Notes or any other Loan Document to which it
is a party, including principal, interest, fees (including fees of counsel), and
expenses whether now or hereafter existing under the Loan Documents to which it
is a party.




“OECD” has the meaning
assigned to such term in the definition of “Eligible Assignee”.




“Operating Expenses”
shall mean, for any period, all expenditures, computed in accordance with GAAP,
of whatever kind or nature relating to the ownership, operation, maintenance,
repair or leasing of the Projects that are incurred on a regular monthly or
other periodic basis, including (a) allocated amounts on account of
Insurance Premiums and Real Estate Taxes, prorated on an annual basis,
(b) management fees at an imputed rate of 1.5% of Operating Income for such
period and (c) imputed capital expenditure in an amount equal to a prorated
portion of an annual amount equal to $0.20 per square foot; provided, however, that
Operating Expenses shall not include (i) depreciation, amortization and
other non-cash charges or capital expenditures (except as provided above), (ii)
leasing commissions, tenant improvement allowances or other expenditures
incurred for tenant improvements, (iii) any deposits to cash reserves (if any)
required to be maintained under the Loan Documents (except if and to the extent
any sums are withdrawn therefrom to pay (and are actually used to pay) expenses
which otherwise constitute Operating Expenses without duplication), (iv) any
payment or expense for which the Borrower was or is to be reimbursed by any
third party if the receipt of the related reimbursement payment is required to
be excluded in the calculation of Operating Income, (v) any payment payable by
the Borrower or any Other Swap Pledgor under the Hedge Agreement, (vi) any
changes in value of derivative contracts or of the Projects, and (vii) any
principal, interest or other debt service payable with respect to the
Loans.  Operating Expenses shall be determined on an annualized basis
based on the relevant quarterly results for purposes of Section 2.09(a), and
on a projected annual basis for purposes of Section 10.03(c)(iv);
provided, however, that Operating Expenses annualized based on relevant
quarterly results will be normalized to fairly present such annualized
expenses.




“Operating Income”
shall mean, for any period, all regular ongoing income, computed in accordance
with GAAP (but without taking into account any treatment of Rent on a
straight-line amortization basis over the term of a lease that would otherwise
be required by GAAP), during such period from the ownership or operation, or
otherwise arising in respect, of the Projects, including (a) all amounts
payable to the Borrower by any Person as Rents under Approved Leases,
(b) business interruption proceeds and rent loss insurance proceeds (except
with respect to any Leases that have been terminated as of the date of
computation as a result of any Casualty Event or Taking) and (c) all other
amounts which are included in the Borrower’s financial statements as operating
income of the Projects, including, receipts from leases and parking agreements,
concession fees and charges, other miscellaneous operating revenues, but
excluding any extraordinary income, including (i) any Condemnation Awards
or Insurance Proceeds (other than business interruption and rent loss proceeds
as aforementioned), (ii) any item of income otherwise includable in
Operating Income but paid directly to a Person other than the Borrower, its
representative or its Affiliate (except, in each case, to the extent the
Borrower receives monetary credit for such payment from the recipient thereof or
such item is treated as an income item to the Borrower, in accordance with
GAAP), (iii) security deposits and earnest money deposits received from
tenants until forfeited or applied in accordance with their Leases,
(iv) lease buyout payments made by tenants in connection with any
surrender, cancellation or termination of their Leases, (v) any
disbursements to the Borrower from the Cash Trap Account (it being understood
that nothing set forth in this clause (v) shall prevent the receipt of funds
that have been deposited into the Cash Trap Account from being treated as
Operating Income when received to the extent such receipt otherwise constitutes
Operating Income as provided in the definition thereof), (vi) any changes in
value of derivative contracts or of the Projects, and (vii) any payment payable
to the Borrower or any Other Swap Pledgor under the Hedge
Agreement.  Operating Income shall be determined on an annualized
basis based on the relevant quarterly results for purposes of Section 2.09(a),
and on a projected annual basis for purposes of Section
10.03(c).




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




“Organizational
Documents” shall mean (a) for any corporation, the certificate or
articles of incorporation, the bylaws, any certificate of determination or
instrument relating to the rights of preferred shareholders of such corporation,
any shareholder rights agreement, and any amendments thereto, (b) for any
limited liability company, the articles of organization and any certificate
relating thereto and the limited liability company (or operating) agreement of
such limited liability company, and any amendments thereto, and (c) for any
partnership (general or limited), the certificate of limited partnership or
other certificate pertaining to such partnership and the partnership agreement
of such partnership (which must be a written agreement), and any amendments
thereto.




“Other Charges” shall
mean all ground rents, maintenance charges, impositions other than Real Estate
Taxes, and any other charges, including vault charges and license fees for the
use of vaults, chutes and similar areas adjoining the Projects, now or hereafter
levied or assessed or imposed against the Projects or any part thereof, other
than Excluded Taxes.




“Other Swap Pledgor”
shall mean (i) Borrower’s Member/General Partner, (ii) any Qualified
Successor Entity to whom a Project is transferred pursuant to Section 9.03(a)(iii),
(iii) any entity that qualifies under clause (I) of the definition of
Qualified Successor Entity, and/or (iv) the REIT, the Operating Partnership
or any REIT Subsidiary.




“Other Taxes” means
any and all present or future stamp or documentary taxes or any other excise or
property taxes, charges or similar levies arising from any payment made under
any Loan Document or from the execution, delivery, ownership or enforcement of,
or otherwise with respect to, any Loan Document.




“Outstanding Principal
Amount” shall mean the outstanding principal amount of the Loans at any
point in time after giving effect to any repayment thereof pursuant to Sections 2.06, 2.07, 2.09 and 3.01 or other
applicable provisions of this Agreement.




“Participant” shall
have the meaning assigned to such term in Section
14.07(c)(i).




“Payment Date” shall
mean the first Business Day of each calendar month.  The first Payment
Date shall be May 1, 2008.




“Payor” shall have the
meaning assigned to such term in Section
4.06.




“PBGC” shall mean the
Pension Benefit Guaranty Corporation referred to and defined in ERISA and any
successor entity performing similar functions.




“Permitted
Investments” shall mean:  (a) direct obligations of the
United States of America, or of any agency thereof, or obligations guaranteed as
to principal and interest by the United States of America, or by any agency
thereof, in either case maturing not more than ninety (90) days from the date of
acquisition thereof; (b) certificates of deposit issued by any bank or
trust company organized under the laws of the United States of America or any
state thereof and having capital, surplus and undivided profits of at least
$500,000,000, maturing not more than ninety (90) days from the date of
acquisition thereof; and (c) commercial paper rated A-1 or P-1 or better by
S&P or Moody’s, respectively, maturing not more than ninety (90) days from
the date of acquisition thereof; in each case so long as the same (i) provide
for the payment of principal and interest (and not principal alone or interest
alone) and (ii) are not subject to any contingency regarding the payment of
principal or interest.




“Permitted Liens”
shall mean for each Project: (a) any Lien created by the Loan Documents,
(b) Liens for Real Estate Taxes not yet delinquent and Liens for Other
Charges imposed by any Governmental Authority not yet due or delinquent,
(c) rights of existing and future tenants under Approved Leases as tenants
only, (d) Permitted Title Exceptions that constitute Liens, (e) utility and
other easements entered into by the Borrower in the ordinary course of business
having no adverse impact on the occupation, use, enjoyment, operation, value or
marketability of any Project and approved in advance in writing by the
Administrative Agent in its reasonable discretion, (f) any Lien for the
performance of work or the supply of materials affecting any Project unless the
Borrower fails to discharge such Lien by payment or bonding (in accordance with
statutory bonding requirements the effect of which is to release such Lien from
the affected Project and to limit the Lien claimant’s rights to a recovery on
the bond) on or prior to the date that is the earlier of (i) thirty (30)
days after the date of filing of such Lien and (ii) the date on which the
Project or the Borrower’s interest therein is subject to risk of sale,
forfeiture, termination, cancellation or loss, (g) any Lien consisting of
the rights of a lessor under equipment leases which are entered into in
compliance with Sections 9.02(h) and
9.04(d), and
(h) any other title and survey exceptions (not referred to in clauses (a)
through (g) above) affecting the Projects as the Administrative Agent may
approve in advance in writing and in its sole discretion.




“Permitted Title
Exceptions” shall mean as to any Project, the outstanding liens,
easements, restrictions, security interests and other exceptions to title set
forth in the policy of title insurance insuring the lien of the Deed of Trust
encumbering such Project approved by the Administrative Agent.




“Person” shall mean
any individual, corporation, company, voluntary association, partnership,
limited liability company, joint venture, trust, unincorporated organization or
government (or any agency, instrumentality or political subdivision
thereof).




“Plan” shall mean any
employee pension benefit plan (other than a Multiemployer Plan) as defined in
Section 3(2) of ERISA, and in respect of which any Borrower Party or its ERISA
Affiliates or the Operating Partnership is (or, if such plan were terminated,
would, if the Plan were subject to Title IV of ERISA, under Section 4069 of
ERISA be deemed to be) an “employer” as defined in Section 3(5) of
ERISA.




“Policy” and “Policies” shall have
the respective meanings assigned to such terms in Section
8.05(b).




“Post-Default Rate”
shall mean a rate per annum equal to 5% plus the Base Rate as
in effect from time to time plus the Applicable
Margin for Base Rate Loans, provided that, with
respect to principal of a Eurodollar Loan, the “Post-Default Rate” shall be the
greater of (a) 5% plus the interest
rate for such Loan as provided in Section 3.02(a)(ii)
and (b) the rate provided for above in this definition; provided, however, that in no
event shall the Post-Default Rate exceed the Maximum Rate.




“Primary Credit
Facility” means, the primary revolving credit facility under which the
REIT (directly or through its Operating Partnership or another REIT Subsidiary)
obtains financing for its general purposes.




“Primary Borrower
Obligation” shall have the meaning assigned to such term in Section
15.01.




“Primary Obligor”
shall have the meaning assigned to such term in Section
15.01.




“Principal Office”
shall mean the office of Eurohypo, located on the date hereof at
1114 Avenue of the Americas, 29th Floor,
New York, New York, or such other office as the Administrative Agent shall
designate upon ten (10) days’ prior notice to the Borrower and the
Lenders.




“Principals” shall
mean any other Person holding ten percent (10%) or more of the shares,
partnership interests, membership interests, or other voting or beneficial
interests in Borrower’s Manager.




“Project” shall have
the meaning assigned to such term in the Recitals.




“Project-Level
Account” shall have the meaning assigned to such term in the
Project-Level Account Security Agreement.




“Project-Level Account
Security Agreement” shall mean, collectively (if more than one), each
Project-Level Account Security Agreement, by and among a Borrower, the
Administrative Agent (on behalf of the Lenders) and the Depository Bank,
substantially in the form of Exhibit I
attached hereto, delivered on the Closing Date, as the same may be Modified and
in effect from time to time.




“Property” shall mean
any right or interest in or to property of any kind whatsoever, whether real,
personal or mixed and whether tangible or intangible.




“Property Condition
Report” shall mean, collectively, those certain property condition
reports for each Project prepared for the Administrative Agent and listed on
Schedule 1.01(7)
attached hereto.  The Administrative Agent acknowledges receipt of
copies of the foregoing Property Condition Reports.




“Property Management
Agreement” shall mean, collectively, (a) each Property Management
Agreement between a Borrower and the Property Manager listed on Schedule 1.01(8)
attached hereto and (b) any other property management and/or leasing agreement
entered into with a Property Manager appointed in accordance with the definition
of Property Manager contained in this Section 1.01, as the
same shall be Modified in accordance with the provisions of this
Agreement.




“Property Manager”
shall mean Douglas Emmett Management, LLC, a Delaware limited liability company,
or such successor manager and/or leasing agent as shall be reasonably approved
by the Administrative Agent or otherwise permitted without such approval
pursuant to Section
9.15 or Section
14.31.




“Property Manager’s
Consent” shall mean a Property Manager’s Consent and Subordination of
Property Management Agreement substantially in the form of Exhibit J
attached hereto, to be executed, dated and delivered by (a) the Property Manager
and the Borrower to the Administrative Agent (on behalf of the Lenders) on the
Closing Date and (b) any other Property Manager to the Administrative Agent (on
behalf of the Lenders) prior to its appointment as Property Manager, as such
agreements may be Modified and in effect from time to time.




“Proportionate Share”
shall mean, with respect to each Lender, the percentage set forth opposite such
Lender’s name on Schedule 1.01(4)
attached hereto under the caption “Proportionate Share” or in the Assignment and
Assumption or in the Joinder (in accordance with the terms of this Agreement)
pursuant to which such Lender became a party hereto, in any case, as such
percentage may be Modified in the most recent Assignment and Assumption (in
accordance with the terms of this Agreement) to which such Lender is a party or
which may be Modified by a Joinder pursuant to Section
2.11(a).  The aggregate Proportionate Shares of all Lenders
shall equal one hundred percent (100%).




“Proposed Lender”
shall have the meaning assigned to such term in Section
5.07.




“Qualified Real Estate
Interest” shall mean any real estate asset of a type and quality, located
in markets, consistent with the Projects as of the date this Agreement is
entered into or which is otherwise consistent with the investment practices
prior to the date hereof of the Operating Partnership and its Subsidiaries taken
as a whole and which is acquired after the Closing Date directly by the Borrower
or by a Qualified Sub-Tier Entity.




“Qualified Successor
Entity” shall have the meaning set forth in Section
9.03(a)(iii).




“Qualified Sub-Tier
Entity” means an entity wholly- or majority-owned and controlled by a
Borrower.




“Real Estate Taxes”
shall mean all real estate taxes and all general and special assessments,
levies, permits, inspection and license fees, all water and sewer rents and
charges, all charges for utilities and all other public charges whether of a
like kind or different nature, imposed upon or assessed against the Borrower,
the Projects or any part thereof or upon the revenues, rents, issues, income and
profits of the Projects or arising in respect of the occupancy, use or
possession thereof.




“Register” shall have
the meaning assigned to such term in Section
14.07(b)(iv).




“Regulations A, D, T, U and
X” shall mean, respectively, Regulations A, D, T, U and X of the Board of
Governors of the Federal Reserve System (or any successor), as the same may be
Modified and in effect from time to time.




“Regulatory Change”
shall mean, with respect to any Lender, any change after the Closing Date in
federal, state or foreign law or regulations (including 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
Governmental Authority or monetary authority charged with the interpretation or
administration thereof.




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




“REIT Subsidiary”
shall mean any directly or indirectly wholly-owned Subsidiary of the REIT or the
Operating Partnership.




“Rejecting Lender”
shall have the meaning set forth in Section
9.03(c).




“Related Entity” shall
mean, as to any Person, (a) any other Person which directly or indirectly
owns fifty-one percent (51%) or more of the partnership, membership or other
ownership interests of such Person and directly or indirectly controls such
Person; (b) any other Person into which, or with which, such Person is
merged, consolidated or reorganized, or which is otherwise a successor to such
Person by operation of law, or which acquires all or substantially all of the
assets of such Person; (c) any other Personwhich
is a successor to the business operations of such Person and engages in
substantially the same activities; or (d) any other Person in which a Person
described in clauses
(b) and (c) of this
definition directly or indirectly owns fifty-one (51%) or more of the
partnership, membership or other ownership interests of such Person and directly
or indirectly controls such Person.  As used in this definition,
“control”
(including, with its correlative meanings, “controlled by” and
“under common control
with”) shall mean possession, directly or indirectly, of power to direct
or cause the direction of management or policies (whether through ownership of
securities or partnership or other ownership interests, by contract or
otherwise).




“Related Party” shall
mean:




(i)           any
family member of any Named Principal; or




(ii)           any
trust, corporation, partnership, limited liability company or other entity, in
which any Named Principal and/or such other persons referred to in the
immediately preceding clause (i) have a controlling interest.




“Release” shall mean
any release, spill, emission, leaking, pumping, injection, pouring, dumping,
deposit, disposal, discharge, dispersal, leaching, seeping or migration into the
indoor or outdoor environment, including the movement of Hazardous Substances
through ambient air, soil, surface water, ground water, wetlands, land or
subsurface strata.




“Remediation” shall
mean, without limitation, any investigation, site monitoring, response,
remedial, removal, or corrective action, any activity to cleanup, detoxify,
decontaminate, contain or otherwise remediate any Hazardous Substance, any
actions to prevent, cure or mitigate any Release of any Hazardous Substance, any
action to comply with any Environmental Laws or with any permits issued pursuant
thereto, any inspection, investigation, study, monitoring, assessment, audit,
sampling and testing, laboratory or other analysis, or evaluation relating to
any Hazardous Substances.  “Remediate” shall have a correlative
meaning.




“Rents” shall mean all
rents (whether denoted as base rent, advance rent, minimum rent, percentage
rent, additional rent or otherwise), issues, income, royalties, profits,
revenues, proceeds, bonuses, deposits (whether denoted as security deposits or
otherwise), termination fees, rejection damages, buy-out fees and any other fees
made or to be made in lieu of rent to the Borrower, any award made hereafter to
the Borrower in any court proceeding involving any tenant, lessee, licensee or
concessionaire under any of the Leases in any bankruptcy, insolvency or
reorganization proceedings in any state or federal court, and all other
payments, rights and benefits of whatever nature from time to time due to the
Borrower under the Leases (including any Leases with respect to signage),
including (i) rights to payment earned under the Leases, (ii) any
payments or rights to payment with respect to parking facilities or other
facilities in any way contained within or associated with the Projects, and
(iii) all other income, consideration, issues, accounts, profits or
benefits of any nature arising from the possession, use and operation of the
Projects.




“Requesting Lender”
shall have the meaning assigned to such term in Section
5.07.




“Required Lenders”
shall mean the Lenders holding at least 66.67% of the aggregate Outstanding
Principal Amount of the Loans plus Unused Commitments.




“Required Payment”
shall have the meaning assigned to such term in Section
4.06.




“Reserve Requirement”
shall mean, for any Interest Period for any Eurodollar Loan, the average maximum
rate at which reserves (including 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 one billion Dollars 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 LIBO Rate is to be determined as provided in the
definition of “LIBO Rate” in this Section 1.01 or
(ii) any category of extensions of credit or other assets that includes
Eurodollar Loans.




“Restoration” shall
have the meaning assigned to such term in Section
10.01(a).




“Restoration
Consultant” shall have the meaning assigned to such term in Section
10.03(e).




“Restoration
Retainage” shall have the meaning assigned to such term in Section
10.03(f).




“Restricted Payment”
shall mean all distributions of the Borrower (in cash, Property or other
obligations) on, or other payments or distributions on account of (or the
setting apart of money for a sinking or other analogous fund for) the purchase,
redemption, retirement or other acquisition of, any portion of any Equity
Interest in the Borrower or of any warrants, options or other rights to acquire
any such Equity Interest.




“Rollover Breakage
Costs” shall have the meaning assigned to such term in Section
2.08.




“Second Call Date”
shall have the meaning assigned to such term in Section
2.10.




“Second Call Notice”
shall have the meaning assigned to such term in Section
2.10.




“Secondary Obligor”
shall have the meaning assigned to such term in Section
15.01.




“Security Accounts”
shall mean, collectively, the Cash Trap Account, the Project-Level Account and
any Controlled Account.




“Security Documents”
shall mean, collectively, the Deed of Trust, the Hedge Agreement Pledge, the
Cash Trap Account Security Agreement, the Project-Level Account Security
Agreement, the Controlled Account Agreement, the General Assignment and such
other security documents as the Administrative Agent may reasonably request and
all Uniform Commercial Code financing statements required by this Agreement, the
Deed of Trust, the Hedge Agreement Pledge, the Cash Trap Account Security
Agreement, the Project-Level Account Security Agreement, the Controlled Account
Agreement, the General Assignment or any other security document the
Administrative Agent may reasonably request to be filed with respect to the
applicable security interests.




“Significant Casualty
Event” shall have the meaning assigned to such term in Section
10.01(b).




“SNDA Agreement” shall
mean (i) the form of Subordination, Non-Disturbance, and Attornment Agreement
attached hereto as Exhibit K, (ii) any
form attached to a Major Lease currently in effect or which has been approved by
the Administrative Agent pursuant to the terms of this Agreement or (iii) such
other form as is reasonably satisfactory to the Administrative
Agent.




“Solvent” shall mean, when
used with respect to any Person, that at the time of determination: (i) the fair
saleable value of its assets is in excess of the total amount of its liabilities
(including contingent liabilities); (ii) the present fair saleable value of its
assets is greater than its probable liability on its existing debts as such
debts become absolute and matured; (iii) it is then able and expects to be able
to pay its debts (including contingent debts and other  commitments)
as they mature; and (iv) it has capital sufficient to carry on its
business  as conducted and as proposed to be conducted.




“S&P” shall mean
Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
Inc., or any successor thereto.




“Stated Maturity Date”
shall mean the date that is seven (7) years from the expiration of the Stub
Interest Period, subject to Section 2.10.




“Stub Interest Period”
shall mean the period commencing on the Closing Date and ending on (but not
including) the first calendar day of the first month following the Closing Date
(or if such day is not a Business Day, the next Business Day
thereafter).




“Subsequent Funding
Advance” shall have the meaning assigned to such term in Section 2.112.10.




“Subsequent Funding Advance
Notice” shall have the meaning assigned to such term in Section
2.11.




“Subsequent Funding
Commitment” shall have the meaning assigned to such term in Section
2.11.




“Subsequent Funding
Commitment Percentage” shall have the meaning assigned to such term in
Section
2.11.




“Subsidiary” shall
mean, with respect to any Person, any corporation, limited liability company,
partnership or other entity of which at least a majority of the securities or
other ownership interests having by the terms thereof ordinary voting power to
elect a majority of the board of directors or other persons performing similar
functions of such corporation, limited liability company, partnership or other
entity (irrespective of whether or not at the time securities or other ownership
interests of any other class or classes of such corporation, limited liability
company, partnership or other entity shall have or might have voting power by
reason of the happening of any contingency) is at the time directly or
indirectly owned or controlled by such Person or one or more Subsidiaries of
such Person or by such Person and one or more Subsidiaries of such
Person.




“Swap Agreement” means
any agreement (whether one or more) with respect to any swap, forward, future or
derivative transaction or option or similar agreement (including, without
limitation, any cap or collar) involving, or settled by reference to, one or
more rates, currencies, commodities, equity or debt instruments or securities,
or economic, financial or pricing indices or measures of economic, financial or
pricing risk or value or any similar transaction or any combination of these
transactions.  For purposes hereof, the credit exposure at any time of
any Person under a Swap Agreement to which such Person is a party shall be
determined at such time in accordance with the standard methods of calculating
credit exposure under similar arrangements as reasonably prescribed from time to
time by the Administrative Agent, taking into account (a) potential interest
rate movements, (b) the respective termination provisions, (c) the notional
principal amount and term of such Swap Agreement and (d) any provisions
providing for the netting of amounts  payable by and to a Person
thereunder (or simultaneous payments of amounts by and to such
Person).




“Syndication” shall
have the meaning assigned to such term in Section
14.26.




“Taking” means a
taking or voluntary conveyance during the term hereof of all or part of any
Project or any interest therein or right accruing thereto or use thereof, as the
result of, or in settlement of, any condemnation or other eminent domain
proceeding by any Governmental Authority affecting such project or any portion
thereof whether or not the same shall have actually been commenced.




“Taxes” shall mean any
and all present or future taxes, levies, imposts, duties, deductions, charges or
withholdings imposed by any Governmental Authority.




“Third Party
Counterparty” shall have the meaning assigned to such term in Section
8.19(a).




“Third Party Hedge
Agreement” shall have the meaning assigned to such term in Section
8.19(c).




“Title Company” shall
mean Chicago Title Insurance Company and any one or more reinsurers identified
on Schedule
1.01(9) attached hereto; provided, however, that (i) in
no event shall the amount insured by any such title insurer exceed the limits
shown on Schedule
1.01(9) and (ii) any reinsurance shall be subject to direct access
agreements from such reinsurers.




“Title Policy” shall
have the meaning assigned to such term in Section
6.01(k).




“Trading with the Enemy
Act” shall mean 50 U.S.C. App. 1 et seq.




“Transactions” shall
mean, collectively, (a) the execution, delivery and performance by the
Borrower of this Agreement and the other Loan Documents to which it is a party,
the borrowing of the Loans and the use of the proceeds thereof and (b) the
execution, delivery and performance by the other Borrower Parties of the other
Loan Documents to which they are a party and the performance of their
obligations thereunder.




“Transfer” shall mean
any transfer, sale, assignment, mortgage, encumbrance, pledge or conveyance,
whether voluntary or involuntary.




“Trillium Project”
shall have the meaning assigned to such term in Section
16.01.




“Type” shall have the
meaning assigned to such term in Section 1.03.




“Uniform Commercial
Code” shall mean the Uniform Commercial Code of the State of California,
except with respect to those circumstances in which the Uniform Commercial Code
of the State of California shall require the application of the Uniform
Commercial Code of another state, in which case, for purposes of such
circumstances, the “Uniform Commercial Code” shall mean the Uniform Commercial
Code of such other state.




“Unused Commitments”
shall mean any portion of the Commitments which have not been advanced to the
Borrower pursuant to the terms of this Agreement.  Upon expiration of
the Subsequent Funding Commitments of the Lenders pursuant to Section 2.11(a), the
amount of the Unused Commitments shall be zero.




“Use” shall mean, with
respect to any Hazardous Substance, the generation, manufacture, processing,
distribution, handling, use, treatment, recycling or storage of such Hazardous
Substance or transportation to or from the property of such Person of such
Hazardous Substance.




“Withdrawal Liability”
means liability to a Multiemployer Plan as a result of a complete or partial
withdrawal from such Multiemployer Plan.




1.02  Accounting Terms and
Determinations.




(a)  Except as
otherwise expressly provided herein, all terms of an accounting or financial
nature shall be construed in accordance with GAAP, as in effect from time to
time.




(b)  Without
first obtaining the Administrative Agent’s consent, the Borrower will not change
the last day of its fiscal year from December 31, or the last days of the first
three fiscal quarters in each of its fiscal years.




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




1.04  Terms
Generally.  The definitions of terms herein shall apply equally
to the singular and plural forms of the terms defined.  Whenever the
context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms.  The words “include”, “includes” and
“including” shall be deemed to be followed by the phrase “without
limitation”.  The word “will” shall be construed to have the same
meaning and effect as the word “shall”.  Unless the context requires
otherwise (a) any definition of or reference to any agreement, instrument
or other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time Modified (subject to any
restrictions on such Modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person’s successors and
assigns, (c) the words “herein”, “hereof” and “hereunder,” and words of
similar import, shall be construed to refer to this Agreement in its entirety
and not to any particular provision hereof, (d) all references herein to
Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, this Agreement,
(e) the words “asset” and “property” shall be construed to have the same
meaning and effect and to refer to any and all tangible and intangible assets
and properties, including cash, securities, accounts and contract rights and
(f) whenever this Agreement provides that any consent or approval will not
be “unreasonably withheld” or words of like import, the same shall be deemed to
include within its meaning that such consent or approval will not be
unreasonably delayed or conditioned.






ARTICLE
II













COMMITMENTS,
LOANS, NOTES AND PREPAYMENTS




2.01  Loans.  Each
Lender severally agrees, on the terms and conditions of this Agreement, to make
a loan (each such loan being a “Loan” and
collectively, the “Loans”) on a
non-revolving basis to the Borrower in Dollars in a principal amount up to but
not exceeding the amount of the Commitment of such Lender.  The Loans
shall be funded in one or more advances and repaid in accordance with this
Agreement.  The initial advance of the Loans (the “Initial Advance”), in
the amount of $225,000,000, shall be made on the Closing Date.  In the
event any of the Subsequent Funding Commitments are not fully funded on the
Closing Date, then the Subsequent Funding Advance made after the Closing Date
shall be made upon the Borrower’s satisfaction of the conditions for such
advances described in Section
2.11.  After the Closing Date, the Borrower may Convert all or
a portion of the Outstanding Principal Amount of one Type of Loan into another
Type of Loan (as provided in Section 2.05) or
Continue one Type of Loan as the same Type of Loan (as provided in Section 2.05),
subject in all cases to the limit on the number of Interest Periods that may be
outstanding at any one time as set forth in the definition of “Interest
Period”.




2.02  Funding of
Loans.  On the Closing Date, each Lender shall make available
from its Applicable Lending Office the amount of the Loan to be made by it on
such date to the Administrative Agent as specified by the Administrative Agent,
in immediately available funds, for account of the Borrower.  The
amount so received by the Administrative Agent shall, subject to the terms and
conditions of this Agreement, be made available to the Borrower in immediately
available funds, for the uses and purposes identified on a sources and uses
statement approved by the Administrative Agent and the
Borrower.




2.03  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 on such date, 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.  The amounts payable by
the Borrower at any time hereunder and under the Note to each Lender shall be a
separate and independent debt.  It is understood and agreed that the
Closing hereunder shall not occur unless each of the Lenders shall have funded
the amount of the Loan to be made by it.




2.04  Notes.




(a)  Notes.  The
Loan made by each Lender shall be evidenced by its Note.




(b)  Substitution, Exchange and
Subdivision of Notes.  No Lender shall be entitled to have its
Note substituted or exchanged for any reason, or subdivided for promissory notes
of lesser denominations, except (i) in connection with a permitted assignment of
all or any portion of such Lender’s Commitment, Loan and Note pursuant, and
subject to the terms and conditions of, Section 14.07(b)
(and, if requested by any Lender in connection with such permitted assignment,
the Borrower agrees to so exchange any such Note provided the original Note
subject to such exchange has been delivered to the Borrower) or (ii) as provided
in Section
14.30 with respect to severance of Notes if elected by Eurohypo, provided
the original Note severed, split, divided or otherwise replaced pursuant to
Section 14.30
has been delivered to the Borrower.




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




2.05  Conversions or Continuations
of Loans.




(a)  Subject
to Section 4.04,
the Borrower shall have the right to Convert Loans of one Type into Loans of
another Type or Continue Loans of one Type as Loans of the same Type, at any
time or from time to time; provided
that:  (i) the Borrower shall give the Administrative Agent notice of
each such Conversion or Continuation as provided in Section 4.05;
(ii) Eurodollar Loans may be Converted only on the last day of an Interest
Period for such Loans unless the Borrower complies with the terms of Section 5.05 and
(iii) subject to Sections 5.01(a)
and 5.03, any
Conversion or Continuation of Loans shall be pro rata among the
Lenders.  Notwithstanding the foregoing, and without limiting the
rights and remedies of the Administrative Agent and the Lenders under Article XII, in the
event that any Event of Default exists, the Administrative Agent may (and at the
request of the Required Lenders shall) suspend the right of the Borrower to
Convert any Loan into a Eurodollar Loan, or to Continue any Loan as a Eurodollar
Loan for so long as such Event of Default exists, in which event all Loans shall
be Converted (on the last day(s) of the respective Interest Periods therefor)
into, or Continued as, as the case may be, Base Rate Loans.  In
connection with any such Conversion, a Lender may (at its sole discretion)
transfer a Loan from one Applicable Lending Office to another.




(b)  Notwithstanding
anything to the contrary contained in this Agreement, at any time that a Hedge
Agreement is in effect, the Borrower shall have the right to choose only an
Interest Period which is the same as the Interest Rate Hedge Period, provided
that the foregoing shall only apply to a Hedge Agreement that is required by
Section 8.19(a)
of this Agreement.




2.06  Prepayment.




(a)  Prepayment of the
Loans.  Upon not less than ten (10) days’ prior written notice
to the Administrative Agent, the Borrower may prepay the Loans, in whole or in
part, in minimum increments of One Million Dollars ($1,000,000) except as
otherwise provided by Section 2.06(c),
subject to the following:




(i)           any
such prepayment shall be accompanied by the amount of interest theretofore
accrued but unpaid in respect of the principal amount so prepaid, in accordance
with Section
2.08;




(ii)           except
as provided below, any such prepayment (except as a result of a Casualty Event
or Taking or any prepayment made pursuant to Section 10.03(j)
or Section
14.25)) shall be accompanied by a prepayment premium equal to the
following percentage of the principal amount so prepaid:




If
      the prepayment occurs during the following period:
            The
      percentage is as follows:During
      the period from the Closing Date to and including the date which occurs
      six (6) months after the Closing Date
            1.00%During
      the period from the day immediately following the date which occurs six
      (6) months after the Closing Date to and including the date which occurs
      twelve (12) months after the Closing Date
            0.50%Thereafter
            0.00%




and




(iii)           such
prepayment shall be accompanied by any amounts payable to a Lender pursuant to
Section 5.05 as
a result of such prepayment while a Eurodollar Loan is in effect, in accordance
with Section
2.08.




If the
Loans are paid or prepaid in whole or in part for any reason (including
acceleration of the Loans or because the Loans automatically become due and
payable in accordance with Section 12.02(a)),
other than by a Casualty Event or Taking or any prepayment made pursuant to
Section 10.03(j)
or Section
14.25) at any time, the Borrower shall pay to the Administrative Agent
(on behalf of the Lenders) the amount(s) described in clauses (i), (ii), as applicable,
and (iii), of
the immediately preceding sentence.  Notwithstanding the foregoing,
during the period from the Closing Date to and including the date which occurs
twelve (12) months after the Closing Date, no prepayment premium pursuant to
clause (ii) of
Section 2.06(a)
shall be payable in connection with any prepayment of principal made other than
pursuant to Section 2.09(a),
if such prepayment, when aggregated with all past prepayments made other than
pursuant to Section 2.09(a),
would not exceed an amount which is equal to twenty-five percent (25%) of the
aggregate sum of all principal amounts of the Loans advanced on or after the
Closing Date.




(b)  Treatment of
Prepayments.  Except for any mandatory prepayment made pursuant
to Section 2.07
and any prepayment made under Sections 2.06(c) and
2.09, and
notwithstanding when such prepayment is made, each partial prepayment of the
Loans shall be deemed to reduce the Allocated Loan Amounts pro-rata in
accordance with the Allocated Loan Amount for each Project.




(c)  Prepayment Upon Release of
Projects.  Notwithstanding anything to the contrary contained
in this Section 2.06,
any prepayment made in connection with the release in accordance with the terms
contained in Section 2.09 of
any one or more of the Projects may be made at any time upon not less than ten
(10) days’ prior written notice to the Administrative Agent, and without
reference to the minimum One Million Dollars ($1,000,000) increment requirements
of Section
2.06(a), but subject to payment of any applicable prepayment premium
under clause (ii) of
Section 2.06(a)
and compliance with the provisions set forth in clause (iii) of Section 2.06(a)
above, and the applicable provisions set forth in Section 2.09.




(d)  Acknowledgments Regarding
Prepayment Premium.  The prepayment premiums required by this
Section 2.06 are
acknowledged by the Borrower to be partial compensation to the Lenders for the
costs of reinvesting the proceeds of the Loans and for the loss of the
contracted rate of return on the Loans and shall be due in accordance with the
terms of this Section
2.06 upon any prepayment of the Loans, including any prepayment occurring
after an acceleration resulting from a violation of the provisions restricting
Transfers set forth in this Agreement.  Furthermore, the Borrower
acknowledges that the loss that may be sustained by the Lenders as a result of
such a prepayment by the Borrower is not susceptible of precise calculation, and
the prepayment premium represents the good faith effort of the Borrower and the
Lenders to compensate the Lenders for such loss and the parties’ reasonable
estimate of such loss, and is not a penalty.  By initialing this
provision where indicated below, the Borrower waives any rights it may have
under California Civil Code Section 2954.10, or any successor statute, and
the Borrower confirms that the Lenders’ agreement to make the Loans at the
interest rate and on the other terms set forth herein constitutes adequate and
valuable consideration, given individual weight by the Borrower, for the
prepayment provisions set forth in this Section 2.06.




____________________                                                                                                    ____________________________________




Borrower’s
Initials                                                  Borrower’s
Initials                                                  Borrower’s
Initials




2.07  Mandatory
Prepayments.  If a Casualty Event or Taking shall occur with
respect to any Project, the Borrower, upon the Borrower’s or the Administrative
Agent’s receipt of the applicable Insurance Proceeds or Condemnation Awards,
shall prepay the Loan, if required by the provisions of Article X, on the
dates and in the amounts specified therein without premium (but subject to the
provisions of Sections
2.08 and 5.05) or, at the
instruction of the Borrower (provided no Event of Default is then continuing),
shall be held in a Controlled Account by the Administrative Agent and applied to
prepayment of the Loan on the next Payment Date (in which case the amount so
held shall continue to bear interest at the rate(s) provided in this Agreement
until so applied to prepay the Loan).  Nothing in this Section 2.07 shall be
deemed to limit any obligation of the Borrower under the Deeds of Trust or any
other Security Document, including any obligation to remit to the Cash Trap
Account, Project-Level Account, or a Controlled Account pursuant to the Deeds of
Trust or any of the other Security Documents the Insurance Proceeds,
Condemnation Awards or other compensation received in respect of any Casualty
Event or Taking.




2.08  Interest and Other Charges
on Prepayment.  If the Loans are prepaid, in whole or in part,
pursuant to Section
2.06 or 2.07, each such
prepayment shall be made together with (a) the accrued and unpaid interest
on the principal amount prepaid, and (b) any amounts payable to a Lender
pursuant to Section
5.05 as a result of such prepayment while an Adjusted LIBO Rate is in
effect (provided the Borrower is notified of such amount or an estimate
thereof), including, without limitation, any such amounts that may result from a
prepayment other than on the last day of an Interest Period for a Eurodollar
Loan the Interest Period of which has been automatically Continued pursuant to
Section 4.05
during any period on which a prepayment date has been postponed in accordance
with the provisions set forth below in this Section 2.08; provided, however, that any
such prepayment shall be applied first, to the
prepayment of any portions of the Outstanding Principal Amount that are Base
Rate Loans and, second, to the
prepayment of any portions of the Outstanding Principal Amount that are
Eurodollar Loans applying such sums first to Eurodollar Loans of the shortest
maturity so as to minimize Rollover Breakage Costs (as defined below); provided further, however, that if an
Event of Default exists, the Administrative Agent may distribute such payment to
the Lenders for application in such manner as it or the Required Lenders,
subject to Section
4.02, may determine to be appropriate.  Each prepayment
pursuant to Section
2.06 shall be made on the prepayment date specified in the notice of
prepayment delivered pursuant to Section 4.05, unless
such notice is revoked (or the date of prepayment is postponed) by a further
written notice (which may be delivered by the Borrower by facsimile 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, and provided that
the Borrower has not elected to Convert such Eurodollar Loan into a Base Rate
Loan pursuant to Section 2.05, the
Borrower acknowledges that losses, costs and expenses for which the Borrower is
responsible pursuant to Section 5.05(b) shall
include, without limitation, losses, costs and expenses that may subsequently
result from the early repayment, termination, cancellation or failure of the
Borrower to borrow any Eurodollar Loan that was to have been automatically
continued pursuant to Section 4.05 (“Rollover Breakage
Costs”).




2.09  Release of
Projects.  Except as set forth in this Section 2.09, or
unless the Obligations have been paid in full, the Borrower shall have no right
to obtain the release of any Project from the Lien of the Loan Documents, and no
repayment or prepayment of any portion of the Loans shall cause, give rise to a
right to require, or otherwise result in, the release of the Lien of the Deed of
Trust on any Project or any other collateral securing the Loans.  Any
release upon payment of the Obligations in full shall be in accordance with the
provisions of the Deeds of Trust governing releases.




(a)  Release of
Projects.  At any time following the Closing Date a Borrower on
one or more occasions may obtain, and the Administrative Agent shall take such
actions as are necessary to effectuate pursuant to this Section 2.09(a),
the release of the entirety of any Project owned by it from the Lien of the
applicable Deed of Trust (and related Loan Documents) thereon and the release of
the Borrower’s obligations under the Loan Documents with respect to such Project
(other than those which expressly survive repayment, including, but not limited
to, those set forth in the Environmental Indemnity), upon satisfaction of each
of the following conditions:




(i)  The
Borrower shall submit to the Administrative Agent (on behalf of the Lenders), by
3:00 P.M., New York City time, at least ten (10) days prior to the date of
the proposed release, written notice of its election to obtain such release
(which notice shall include a certification by an Authorized Officer of the
Borrower that the proposed release complies with all of the conditions set forth
in this Section 2.09(a)),
together with the form or forms for a release of Lien and related Loan Documents
(or, in the case of a Deed of Trust, a request for reconveyance) for such
Project for execution by the Administrative Agent, which the Administrative
Agent shall execute and deliver to the Borrower for recordation upon
satisfaction of all conditions set forth in this Section 2.09(a).  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 and its counsel.  Any notice of a proposed release of a Project
pursuant to this Section 2.09(a) may
be revoked (or the date proposed for such release may be postponed) by a further
written notice (which may be delivered by the Borrower by facsimile to the
Administrative Agent).  Any notice revoking a proposed release (or
postponing the date for a proposed release) shall be delivered not less than one
(1) Business Day prior to the date of such release specified in the notice of
release; provided, however, in the event
that the Borrower revokes or postpones such notice during the last three (3)
Business Days of the Interest Period for any Eurodollar Loan, and provided that
the Borrower has not elected to Convert such Eurodollar Loan into a Base Rate
Loan pursuant to Section 2.05, the
Borrower acknowledges that the losses, costs and expenses for which the Borrower
shall be responsible under Section 5.05(b) shall
include applicable Rollover Breakage Costs, if any;




(ii)  The
Borrower shall remit to the Administrative Agent an amount equal to one hundred
ten percent (110%) of the Allocated Loan Amount (as such Allocated Loan Amount
may be adjusted pursuant to Section 2.11(i)
hereof) for the applicable Project (for application to the principal balance of
the Loans), plus any applicable prepayment premium payable in connection with
such prepayment pursuant to clause (ii) of
Section 2.06(a).  The
minimum One Million Dollar ($1,000,000) increment requirements of Section 2.06(a) shall
not apply to a prepayment of the Loans made in accordance with this Section
2.09(a);




(iii)  The
Borrower shall pay to the Administrative Agent all sums, including, but not
limited to, interest payments and principal payments, if any, that are then due
and payable under the Notes, this Agreement, the applicable Deed of Trust and
the other Loan Documents, and all costs due pursuant to Section 5.05 and
clause (viii)
of this Section
2.09(a) (it being agreed that accrued interest on the principal amount to
be paid pursuant to clause (ii) of this Section 2.09(a) shall
not be due and payable in connection with such release (unless such accrued
interest is otherwise due and payable), but shall be due and payable on the next
Payment Date);




(iv)  The
release of such Project is being made upon the sale of the Project to a
purchaser not affiliated with the Borrower pursuant to an arm’s length sale
transaction;




(v)  Immediately
prior to such release, the Debt Service Coverage Ratio as calculated for all of
the Projects then securing the Loans other than the Project proposed to be
released (and assuming for purposes of the calculation of the DSCR Debt Service
that the principal of the Loans shall have been reduced by the principal amount
payable with respect to the Project to be released in accordance with clause (ii) of this
Section 2.09(a)
but taking into account any Unused Commitments, if any (including any reductions
of Subsequent Funding Commitments pursuant to Section 2.11) unless
they have expired) shall be equal to or greater than 1.35-to-1.00;




(vi)  After
giving effect to such release and the payment of principal required to be made
in connection therewith, the Outstanding Principal Amount of the Loans plus any
remaining Unused Commitments (unless the Loans shall be repaid in full) shall
not be less than $175,000,000.




(vii)  No
Default or Event of Default exists at the time of the Borrower’s request or on
the date of the proposed release or after giving effect thereto (other than a
Default or Event of Default that would be cured by effectuating such release);
and




(viii)  The
Borrower shall pay all costs and expenses (including, but not limited to,
reasonable legal fees and disbursements, escrow and trustee fees, costs for
title insurance endorsements required by the Administrative Agent to confirm the
continued priority of the Liens in favor of the Lenders on the Projects not
being released and other out-of-pocket costs and expenses) incurred by the
Administrative Agent in connection with such release.




It is
understood and agreed that no such release shall impair or otherwise adversely
affect the Liens, security interests and other rights of the Administrative
Agent or the 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).




(b)  Any
Project released from the Lien of a Deed of Trust and the other Loan Documents
pursuant to this Section 2.09 shall,
effective upon such release, no longer be considered a “Project” for purposes of
this Agreement or the other Loan Documents, except for purposes of those
indemnification obligations and other covenants which, by their terms, expressly
survive any such release.




2.10  Call
Date.  Notwithstanding anything to the contrary contained in
this Agreement, (i) the Outstanding Principal Amount under all Notes shall
become automatically due and payable on the fifth (5th) anniversary of the
expiration of the Stub Interest Period (the “First Call Date”) if (a) Borrower
shall not have delivered written notice (the “First Call Notice”)
to the Administrative Agent not more than one hundred eighty (180) days and not
less than ninety (90) days prior to the First Call Date of its intent to extend
the Loans until the sixth (6th)
anniversary of the expiration of the Stub Interest Period, (b) on or prior to
the First Call Date the Borrower has not paid to the Administrative Agent in
accordance with the Fee Letter for the benefit of the Lenders an extension fee
equal to ten (10) basis points (0.10%) times the Outstanding Principal Amount
under all Notes as of the First Call Date, (c) on the First Call Date a Default
or an Event of Default exists, (d) so long as Administrative Agent shall have
provided written notice requiring extension of the existing Hedge Agreement to
Borrower within thirty (30) days after receipt of the First Call Notice and
prior to the First Call Date, on or prior to the First Call Date, the Borrower
has not extended any existing Hedge Agreement required by Section 8.19(a), or
entered into a new or replacement Hedge Agreement which has an All-in-Rate that
is sufficient to satisfy a Debt Service Coverage Ratio for all the Projects then
securing the Loans of at least 1.25:1.00, and which otherwise satisfies the
terms of Section
8.19(a) with an expiration date of not earlier than six (6) months prior
to the sixth (6th)
anniversary of the expiration of the Stub Interest Period, (e) the Borrower
shall not have demonstrated, to the reasonable satisfaction of the
Administrative Agent, as of the First Call Date, that the Debt Service Coverage
Ratio for all the Projects then securing the Loans equals or exceeds 1.25:1.00,
or (f) the Loan-to-Value Ratio for each of the Projects then securing the Loans
does not exceed sixty percent (60%) based on a new or updated Appraisal obtained
by the Administrative Agent for each such Project not more than forty-five (45)
days prior to the First Call Date, such Appraisal to be at Borrower’s expense
and satisfactory to the Administrative Agent in all respects;provided, however, in the event
that the required Loan-to-Value Ratio is not met, then Borrower may, in order to
satisfy the condition in this clause, pay down the Outstanding Principal Balance
of the Loans in an amount such that the required Loan-to-Value Ratio is achieved
(subject to the provisions of Section 5.05, as
supplemented by the provisions of Section 2.06(b)); and
(ii) the Outstanding Principal Amount under all Notes shall become automatically
due and payable on the sixth (6th) anniversary of the expiration of the Stub
Interest Period (the “Second Call Date”) if
(a) Borrower shall not have delivered written notice (the “Second Call Notice”)
to the Administrative Agent not more than one hundred twenty (120) days and not
less than forty-five (45) days prior to the Second Call Date of its intent to
extend the Loans until the seventh (7th)
anniversary of the expiration of the Stub Interest Period, (b) on or prior to
the Second Call Date the Borrower has not paid to the Administrative Agent in
accordance with the Fee Letter for the benefit of the Lenders an extension fee
equal to ten (10) basis points (0.10%) times the Outstanding Principal Amount
under all Notes as of the Second Call Date, (c) on the Second Call Date a
Default or an Event of Default exists, (d) so long as Administrative Agent shall
have provided written notice requiring extension of the existing Hedge Agreement
to Borrower within thirty (30) days after receipt of the Second Call Notice and
prior to the Second Call Date, on or prior to the Second Call Date, the Borrower
has not extended any existing Hedge Agreement required by Section 8.19(a), or
entered into a new or replacement Hedge Agreement which has an All-in-Rate that
is sufficient to satisfy a Debt Service Coverage Ratio for all the Projects then
securing the Loans of at least 1.25:1.00, and which otherwise satisfies the
terms of Section
8.19(a) with an expiration date of not earlier than six (6) months prior
to the seventh (7th)
anniversary of the expiration of the Stub Interest Period, or (e) the Borrower
shall not have demonstrated, to the reasonable satisfaction of the
Administrative Agent, as of the Second Call Date, that the Debt Service Coverage
Ratio for all the Projects then securing the Loans equals or exceeds
1.25:1.00.




2.11  Increase in Commitments;
Subsequent Funding Advance.




(a)  The total
Commitments may be increased by an amount not to exceed $115,000,000 subject to
the terms and conditions of this Section
2.11(a).  At any time prior to May 1, 2008, any Person that is
an Eligible Assignee may become a Lender (any such Person, a “New Lender”) upon the
execution and delivery of a joinder (a “Joinder”)
substantially in the form of Exhibit R attached
hereto, which, among other things, specifies the amount of such New Lender’s
Commitment (“New
Commitment Amount”), and acceptance thereof by the Administrative
Agent.  Borrower hereby consents to any Joinder executed by a Person
that is an Eligible Assignee.  Upon receipt of a Joinder, the
Administrative Agent shall provide written notice to all Lenders of the New
Commitment Amount and the increase in Commitments.  Upon the effective
date of any increase in the Commitments (the “Increase Date”),
which Increase Date shall be mutually agreed upon by the Borrower, the Lenders
and the Administrative Agent (to, among other things, avoid or minimize breakage
costs), each New Lender shall advance to the Administrative Agent an amount
equal to such New Lender’s Proportionate Share (as determined by taking into
account such New Commitment Amounts) of the Outstanding Principal Amount, which
amount shall be paid by the Administrative Agent to the existing Lenders, such
that, following such payment on such Increase Date by each New Lender, each
Lender (including the New Lenders) holds its Proportionate Share (as determined
following the increase in the Commitments by the New Commitment Amounts) of the
Outstanding Principal Amount.  Upon the payment by the New Lenders and
receipt by the other Lenders of the sums provided for herein, each new Lender
shall be deemed to have purchased and acquired portions of the Loans (but not
the Commitments) of each existing Lender from payments made by such New
Lender.  Notwithstanding the receipt of such payments by the existing
Lenders by reason of the foregoing sentence, none of the Commitments of any
Lender shall be reduced, and the Borrower may continue to borrower from each
Lender up to the amount of its original Commitment, on and subject to the terms
and provisions of this Agreement.  In the event that the receipt of
such payment on the Increase Date causes any Lender to incur any loss, cost or
expense referred to in Section 5.05(a), the
Borrower shall pay the same in accordance with the provisions of Section
5.05(a).  The Borrower shall, in connection with each increase
of the Commitments and the execution and delivery of each Joinder, (i) issue a
new Note to each New Lender evidencing its share of the Loans and its New
Commitment Amount as set forth in the applicable Joinder, (ii) deliver
opinion letters of Borrower’s counsel with respect to all Loan Documents
delivered in connection with the increase in the Commitments, in form and
substance satisfactory to the Administrative Agent and in substantially the same
form as the opinion letters delivered in connection with the initial advance
hereunder, and (iii) pay all of the Administrative Agent’s reasonable
out-of-pocket expenses in connection with this Section
2.11.




(b)  In the
event the Commitments are increased pursuant to the terms of Section 2.11(a)
above, Schedule 1.01(4) shall be revised and replaced with an Amended and
Restated Schedule 1.01(4) (Commitments and Proportionate Shares) (the “Amended and Restated
Schedule 1.01(4)”) which shall be circulated to the Borrower, the
Administrative Agent and the Lenders, which shall reflect the then total
Commitments of each Lender and the remaining unused amount of each Lender’s
Commitment (which amount shall be referred to herein as the “Subsequent Funding
Commitment”) available to fund any subsequent advance of the Loan in
accordance with the terms of this Section
2.11.  At such time as the Commitments are increased, all
references in the Loan Documents to “Commitments” and all references in the Loan
Documents to “Proportionate Share” shall, at such time, thereafter refer to the
Amended and Restated Schedule 1.01(4).  Notwithstanding anything to
the contrary contained in this Agreement or the other Loan Documents, each
Lender hereby authorizes the Administrative Agent (on behalf of the Lenders) to
enter into amendments and modifications of this Agreement and the other Loan
Documents to the extent necessary to reflect the adjustment of the Commitments
and the Loans, the addition of New Lenders and the other matters contemplated by
this Section
2.11.




(c)  In the
event the Commitments are increased pursuant to the terms of Section 2.11(a)
above, each Lender severally agrees, on the terms and conditions hereinafter set
forth in this Section
2.11, to make not more than one (1) subsequent advance of the Loan to
Borrower (the “Subsequent Funding
Advance”), in an amount not to exceed the Subsequent Funding Commitment
of such Lender.  The “Subsequent Funding
Commitment Percentage” means, as to any Lender at any time, the
percentage equivalent of such Lender’s Subsequent Funding Commitment divided by
the Subsequent Funding Commitments of all Lenders at such time.  The
Subsequent Funding Commitments of the Lenders having Subsequent Funding
Commitments shall expire, and be of no further force and effect, if not drawn on
or before May 1, 2008 (the “Expiration
Date”).  Thereafter, the obligation of any Lender to make the
Subsequent Funding Advance shall terminate, and each Lender’s Commitment shall
equal the sum of the then-Outstanding Principal Amount of the Loans funded by
such Lender.




(d)  Once
repaid or prepaid, the Borrower may not reborrow the Subsequent Funding
Advance.




(e)  Subsequent Funding Advance
Notice.  The Subsequent Funding Advance shall be made upon the
irrevocable written notice (which may include notice via facsimile confirmed
immediately by a telephone call) of the Borrower in the form of Exhibit P attached
hereto (the “Subsequent Funding Advance
Notice”) as more fully provided below:




(i)  Rate and
Terms.  The Subsequent Funding Advance shall be a Loan, and
shall bear interest and otherwise be subject to the terms and conditions that
apply to all other Loans of the same Type.




(ii)  Timing of
Notice.  The Subsequent Funding Advance Notice shall be
submitted to and received by the Administrative Agent prior to 9:00 a.m.
(New York time) (A) at least three (3) Business Days prior to the specified
borrowing date, in the case of Eurodollar Loans; and (B) at least two (2)
Business Days prior to the specified borrowing date, in the case of Base Rate
Loans.




(iii)  Contents of
Notice.  The Subsequent Funding Advance Notice shall set forth
the following information with respect to the Loan subject thereto:




1)
            a
      single, specific borrowing date, which shall be a Business
      Day;




2)
            a
      single, exact amount for the Loan;




3)
            whether
      the Loan is to be made as a Eurodollar Loan or a Base Rate Loan (or both)
      and in what respective amounts; and




4)
            if
      the Loan is to be made as a Eurodollar Loan, the applicable Interest
      Period(s).  If the Subsequent Funding Advance Notice shall fail
      to specify the Type of Loan or shall fail to specify the applicable
      Interest Period for any Eurodollar Loan requested, such Loan will be made
      as a Eurodollar Loan with a one month Interest
  Period.




(f)  Funding of
Commitment.  Each Lender shall make an amount equal to its
Subsequent Funding Commitment Percentage of the aggregate amount of the Loans
requested in the Subsequent Funding Advance Notice available to the
Administrative Agent for the account of the Borrower by 12:00 p.m. (New York
time) on the borrowing date specified therein in Dollars immediately available
to the Administrative Agent.  Unless, in the case of the Subsequent
Funding Advance, any applicable condition specified in this Section 2.11 has not
been satisfied, such funds shall then be made available to the Borrower by the
Administrative Agent by wire transferring to such account as shall have been
designated to it by the Borrower the aggregate of the amounts made available to
the Administrative Agent by the Lenders (in like funds as received by the
Administrative Agent).  All amounts to be funded pursuant to this
Section shall be funded in Dollars.




(g)  Notice to
Lenders.  Upon receipt of the Subsequent Funding Advance Notice
conforming with the terms of this Section 2.11,
the Administrative Agent shall promptly notify each Lender thereof and of the
amount of such Lender’s Subsequent Funding Commitment Percentage (as applicable)
of the Loans described therein.




(h)  Reserved.




(i)  Effect of Subsequent Funding
Commitments on Allocated Loan Amounts.  Upon the making of the
Subsequent Funding Advance pursuant hereto, the Allocated Loan Amount for each
Project shall be increased as set forth in Schedule 1.01(1)
attached hereto.




(j)  Conditions to The Subsequent
Funding Advance.  The obligation of each Lender to make the
Subsequent Funding Advance is subject to the satisfaction of the following
conditions precedent:




(i)  Subsequent Funding Advance
Notice.  The Administrative Agent shall have received the
Subsequent Funding Advance Notice in compliance with the terms of this Section
2.11;




(ii)  Representations and
Warranties.  The representations and warranties made by the
Borrower, the Operating Partnership and the other Borrower Parties contained in
the Loan Documents shall be true and correct in all material respects on and as
of the date the Subsequent Funding Advance is made, with the same effect as if
made on and as of such date, and the Borrower acknowledges that the submission
of the Subsequent Funding Advance Notice shall constitute a certification by the
Borrower that such representations and warranties are true and correct in all
material respects on and as of the date of the Subsequent Funding Advance
Notice;




(iii)  No Existing
Default.  No Default or Event of Default shall exist or shall
result from the making of the Subsequent Funding Advance;




(iv)  Agreements Supplementing
Deeds of Trusts.  Borrower shall execute and deliver such
modifications, amendments and/or supplements to the Deeds of Trust and other
Loan Documents in form and substance reasonably acceptable to Administrative
Agent and the Borrower to reflect the additional Loans made from the Subsequent
Funding Advance; and




(v)  Title
Insurance.  The Title Company shall have issued or irrevocably
committed to issue (at the Borrower’s expense) an endorsement to the Title
Policy which insures the priority of the Subsequent Funding Advance over all
items other than Permitted Title Exceptions.




The
Subsequent Funding Advance Notice submitted by the Borrower hereunder shall
constitute a representation and warranty by Borrower hereunder, as of the date
of such notice and as of the date of the making of the Subsequent Funding
Advance, that the conditions in this Section 2.11 have
been satisfied.




(i)            Unused Commitment
Fee.  In the event Loans in the New Commitment Amounts are not
fully funded on the Increase Date, the Borrower shall pay to the Administrative
Agent for allocation to the Lenders in accordance with their respective
Subsequent Funding Commitment Percentage, an unused commitment fee equal to
twenty-five basis points (0.25%) per annum (computed over the applicable monthly
period on the basis of a 360-day year and the actual number of days
elapsed) times the actual
daily amount of the aggregate outstanding Subsequent Funding Commitments of all
Lenders having outstanding Subsequent Funding Commitments in effect on such day
calculated for each day during the applicable calendar month.  The
unused commitment fee shall accrue at all times while the Subsequent Funding
Commitments of the Lenders remain in effect pursuant to this Agreement, but not
beyond the Expiration Date, and shall be due and payable monthly in arrears on
the first Business Day after the end of each calendar month (or portion thereof,
in the case of the first payment), commencing with the first Business Day of the
first full calendar month to occur after the Closing Date, and ending on the
Expiration Date (or the end of such earlier month in which the Subsequent
Funding Commitments have been fully funded or expired); provided, however, that if the
Lenders fail to advance the Subsequent Funding Advance requested by the Borrower
and so long as the provisions of Section 2.11(j) above
have been satisfied, the unused commitment fee provided herein shall thereafter
cease to accrue.  The unused commitment fee shall be calculated on a
monthly basis in arrears.






ARTICLE
III




PAYMENTS
OF PRINCIPAL AND INTEREST




3.01  Repayment of
Loans.  The Borrower hereby promises to pay to the
Administrative Agent for the account of each Lender the principal amount of such
Lender’s outstanding Loans to the Borrower, together with accrued and unpaid
interest, any applicable fees and all other amounts due under the Loan Documents
with respect to such Loans, which amounts, to the extent not previously paid,
shall, without notice, demand or other action, be due and payable on the
Maturity Date.




3.02  Interest.




(a)  The
Borrower hereby promises to pay to the Administrative Agent for the account of
each Lender interest on the unpaid principal amount of each Loan (which may be
Base Rate Loans and/or Eurodollar Loans) made by such Lender for the period from
and including the date of such Loan to but excluding the date such Loan shall be
paid in full if paid in the time and manner provided for in Section 4.01, at the
following rates per annum:




(i)  during
such periods as such Loan is a Base Rate Loan, the Base Rate plus the Applicable
Margin; and




(ii)  during
such periods as such Loan is a Eurodollar Loan, for each Interest Period
relating thereto, the Adjusted LIBO Rate for such Loan for such Interest Period
plus the
Applicable Margin.




(b)  Accrued
interest on each Loan shall be payable (i) monthly in arrears on each Payment
Date for all interest accrued through but not including the relevant Payment
Date and (ii) in the case of any Loan, upon the payment or prepayment thereof
(except as expressly provided in Section 2.09(a)(iii))
or the Conversion of such Loan to a Loan of another Type (but only on the
principal amount so paid, prepaid or Converted), except that interest payable
hereunder at the Post-Default Rate shall be payable from time to time on
demand.




(c)  Notwithstanding
anything to the contrary contained herein, after the Maturity Date and during
any period when an Event of Default exists, the Borrower shall pay to the
Administrative Agent for the account of each Lender interest at the applicable
Post-Default Rate on the outstanding principal amount of any Loan made by such
Lender, any interest payments thereon not paid when due and on any other amount
due and payable by the Borrower hereunder, under the Notes and any other Loan
Documents.




(d)  Promptly
after the determination of any interest rate provided for herein or any change
therein, the Administrative Agent shall give notice thereof to the Lenders to
which such interest is payable and to the Borrower, but the failure of the
Administrative Agent to provide such notice shall not affect the Borrower’s
obligation for the payment of interest on the Loans.




(e)  In
addition to any sums due under this Section 3.02, the
Borrower shall pay to the Administrative Agent for the account of the Lenders a
late payment premium in the amount of four percent (4%) of (i) any payments
of principal under the Loans not made when due, and (ii) any payments of
interest or other sums under the Loans not made when due, provided, in each
case, that such payments are not made within the earlier of (A) two (2)
Business Days after the Borrower receives written notice from the Administrative
Agent of Borrower’s failure to make such payment when due and (B) five (5)
days after the date the same became due, which late payment premium shall be due
with any such late payment or upon demand by the Administrative
Agent.  Such late payment charge represents the reasonable estimate of
the Borrower, the Administrative Agent and the Lenders of a fair average
compensation for the loss that may be sustained by the Lenders due to the
failure of the Borrower to make timely payments.  Such late charge
shall be paid without prejudice to the right of the Administrative Agent and the
Lenders to collect any other amounts provided herein or in the other Loan
Documents to be paid or to exercise any other rights or remedies under the Loan
Documents.




(f)  Reserved.




3.03  Project-Level
Account.  The Borrower shall, and shall cause the Property
Manager to (a) deposit all Rents from the Projects, and all amounts received by
the Borrower or the Property Manager constituting Rent or other revenue or sums
of any kind from the Projects, into the applicable Project-Level Account for
such Project in accordance with the Project-Level Account Security Agreement and
(b) upon an Event of Default, and upon written request of the Administrative
Agent, deliver irrevocable written instructions to all tenants under Leases to
deliver all Rents payable thereunder directly to the applicable Project-Level
Account for such Project.  The Borrower shall not maintain any
checking, money market or other deposit accounts for the deposit and holding of
any revenues or sums derived from the ownership or operation of the Projects
other than the Project-Level Account (except for such replacement or additional
deposit accounts in which the Administrative Agent shall have been granted,
pursuant to a written instrument in form and substance satisfactory to the
Administrative Agent, a first priority security interest on the terms provided
herein, in which case the “Project-Level Account” referred to herein shall
include such replacement or additional account), other than (i) accounts
into which funds initially deposited in a Project-Level Account have been, or
may be, transferred in compliance with the Project-Level Account Security
Agreement and (ii) any Cash Trap Account or Controlled Account required
hereunder.






ARTICLE
IV













PAYMENTS;
PRO RATA TREATMENT; COMPUTATIONS; ETC.




4.01  Payments.




(a)  Payments by the
Borrower.  Except to the extent otherwise provided herein, all
payments of principal, interest and other amounts to be made by the Borrower
under this Agreement, the Notes and any other Loan Document, shall be made in
Dollars, in immediately available funds, without deduction, set-off or
counterclaim, to the Administrative Agent at the Administrative Agent’s Account,
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)  Application of
Payments.  The Borrower may, at the time of making each payment
under this Agreement, any Note or any other Loan Document for the account of any
Lender (if such payment is not comprised solely of interest), specify to the
Administrative Agent (which shall so notify the intended recipient(s) thereof)
the Loans or other amounts to which such payment is to be applied (and in the
event that the Borrower fails to so specify, or if an Event of Default exists,
the Administrative Agent may apply such payment to amounts then due to the
Lenders, subject to Section 4.02,
pro rata in accordance with their Proportionate Share and, thereafter, may apply
any remaining portion of such payment in such manner as it or the Required
Lenders, subject to Section 4.02, may
determine to be appropriate).  To the extent that the Borrower has the
right pursuant to this Section 4.01(b) to
designate the obligations to which a payment made by the Borrower under the Loan
Documents is to be applied, the Borrower shall exercise such rights in such a
manner as shall result in the application of such payment to the designated
obligation in a manner that will result in each Lender receiving its pro ratashare of the amount
so paid by the Borrower on account of the designated obligation in proportion to
the respective amounts then due and payable on account of the designated
obligation to all Lenders entitled to payment of the designated
obligation.  Notwithstanding the foregoing and to avoid any potential
ambiguity between this provision and Section 2.06,
nothing in the foregoing sentence is intended to modify or supersede Section
2.06.




(c)  Payments Received by the
Administrative Agent.  Each payment received by the
Administrative Agent under this Agreement, any Note or any other Loan Document
for account of any Lender shall be paid by the Administrative Agent promptly to
such Lender (and in any event, the Administrative Agent shall use commercially
reasonable efforts to pay such sums to such Lender on the same Business Day such
sums are received by the Administrative Agent provided the Administrative Agent
has actually received such sums prior to 3:00 p.m. on such Business Day), in
immediately available funds, for account of such Lender’s Applicable Lending
Office for the Loan or other obligation in respect of which such payment is
made.  In the event that the Administrative Agent fails to make such
payment to such Lender within two (2) Business Days of receipt, subject to any
delays resulting from force majeure, then such Lender shall be entitled to
interest from the Administrative Agent at the Federal Funds Rate from the date
that such payment should have been paid by the Administrative Agent to such
Lender until the Administrative Agent makes such payment.




(d)  Extension 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.




4.02  Pro Rata
Treatment.  Except to the extent otherwise provided
herein:  (a) each borrowing from the Lenders under Section 2.01 or
Section 2.11
shall be made from the Lenders on a pro rata basis according to the amounts of
their respective Commitments or, in the case of Subsequent Funding Advances,
according to their respective Subsequent Funding Commitments, as applicable;
(b) except as otherwise provided in Section 5.04,
Eurodollar Loans having the same Interest Period 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 and Continuations of Loans); (c) each payment or prepayment of
principal of Loans by the Borrower shall be made for account of the Lenders on a
pro rata basis in accordance with the respective unpaid principal amounts of the
Loans held by them; and (d) each payment of interest on Loans by the
Borrower shall be made for the account of the Lenders on a pro rata basis in
accordance with the amounts of interest on such Loans then due and payable to
the respective Lenders.  Notwithstanding anything to the contrary
contained in this Agreement or in any of the other Loan Documents, (i) all
payments received by the Administrative Agent on account of interest, principal
(including, without limitation, prepayments), fees or other amounts which are
required under this Agreement to be paid to the Lenders pro rata, or in
accordance with their respective Proportionate Shares, shall be paid to the
Lenders pro rata in proportion to the respective amounts of interest, principal,
fees or other amounts, as applicable, then due and payable to all Lenders
pursuant to the Loan Documents, and (ii) during the existence of an Event of
Default, all payments received by the Administrative Agent with respect to the
Loan shall be applied as provided in that certain Co-Lender Agreement to be
entered into by and among the Lenders and the Administrative Agent, as the same
may be Modified from time to time.




4.03  Computations.  Interest
on all Loans shall be computed on the basis of a year of 360 days and actual
days elapsed (including the first day but excluding the last day) occurring in
the period for which payable.




4.04  Minimum
Amounts.  Except for (a) mandatory prepayments made
pursuant to Section 2.07,
8.19(g), 10.03(j) or 14.25 of this
Agreement or Section
7.08 of the Deed of Trust, (b) Conversions or prepayments made pursuant
to Section 5.04,
and (c) prepayments made pursuant to Section 2.06 or Section 2.09 (which
shall be governed by such Sections) each borrowing, Conversion, Continuation and
partial prepayment of principal other than made pursuant to Section 2.09
(collectively, “Loan
Transactions”) of Loans shall be in an aggregate amount at least equal to
$1,000,000 (Loan Transactions of or into Loans of different Types or Interest
Periods at the same time hereunder shall be deemed separate Loan Transactions
for purposes of the foregoing, one for each Type or Interest Period); provided that if any
Loans or borrowings would otherwise be in a lesser principal amount for any
period, such Loans shall be Base Rate Loans during such
period.  Notwithstanding the foregoing, the minimum amount of
$1,000,000 shall not apply to Conversions of lesser amounts into a tranche of
Loans that has (or will have upon such Conversion) an aggregate principal amount
exceeding such minimum amount and one Interest Period.




4.05  Certain
Notices.  Notices by the Borrower to the Administrative Agent
regarding Loan Transactions and the selection of Types of Loans and/or of the
duration of Interest Periods shall be effective only if received by the
Administrative Agent not later than 3:00 PM, New York City time, on the
date which is the number of calendar days or Business Days, as applicable, prior
to the date of the proposed Loan Transaction specified immediately
below:




Notice                                                                           Number of Days
Prior





Optional
Prepayment                                                                                     10
calendar days





Conversions
into, Continuations as,


or
borrowings in Base Rate
Loans                                                                                     3
Business Days





Conversions
into,
Continuations                                                                                     3
Business Days


as,
borrowings in, or changes
in                                                                                     (prior
to first day of next


duration
of Interest Periods
for,                                                                                     applicable
Interest Period


Eurodollar
Loans                                                                                     for
such Conversion


Continuation
      or change)





Notices
of the selection of Types of Loans and/or of the duration of Interest Periods
shall be irrevocable.  Each notice of a Loan Transaction shall specify
the amount (subject to Section 4.04), Type,
and Interest Period of such proposed Loan Transaction, and the date (which shall
be a Business Day) of such proposed Loan Transaction.  Notices for
Conversions and Continuations shall be in the form of Exhibit L
attached hereto.  Each such notice specifying the duration of an
Interest Period shall specify the portion of the Loans to which such Interest
Period is to relate.  The Administrative Agent shall promptly notify
the Lenders of the contents of each such notice.  If the Borrower
fails to select (i) the Type of Loan or (ii) the duration of any Interest Period
for any Eurodollar Loan within the time period (i.e., three (3) Business Days
prior to the first day of the next applicable Interest Period) and otherwise as
provided in this Section 4.05,
such Loan (if outstanding as a Eurodollar Loan) will automatically be continued
as a Eurodollar Loan as of the last day of the then current Interest Period for
such Loan, with such Eurodollar Loan having an Interest Period of one month, and
the Borrower shall be deemed to have provided to the Administrative Agent three
(3) Business Days prior to the first day of such Interest Period a duly
completed and unqualified notice requesting such Continuation in the form of
Exhibit L.




4.06  Non-Receipt of Funds by the
Administrative Agent.  Unless the Administrative Agent shall
have been notified by a Lender or the Borrower (each, for purposes of this Section 4.06, a
“Payor”) prior
to the date on which such 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 Payor
hereunder or (in the case of the Borrower) a payment to the Administrative Agent
for the account of one or more of the Lenders hereunder (such payment being
herein called a “Required Payment”),
which notice shall be effective upon receipt, that such Payor does not intend to
make such Required Payment to the Administrative Agent, the Administrative Agent
may assume that such 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 such Payor has not
in fact made the Required Payment to the Administrative Agent, the recipient(s)
of such payment from the Administrative Agent 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 the Borrower to the
Administrative Agent and, if such recipient(s) shall fail to promptly make such
payment, the Administrative Agent shall be entitled to recover such amount, on
demand, from such Payor, together with interest at the same rates as aforesaid;
provided that
if neither the recipient(s) nor such Payor shall return the Required Payment to
the Administrative Agent within three (3) Business Days (five (5) days in the
case the Borrower is the Payor) of the Advance Date, then, retroactively to the
Advance Date, such Payor and the recipient(s) shall each be obligated to pay
interest on the Required Payment as follows:




(i)  if the
Required Payment shall represent a payment to be made by the Borrower to the
Administrative Agent for the benefit of the Lenders, the Borrower and the
recipient(s) shall each be obligated to pay interest retroactively to the
Advance Date in respect of the Required Payment at the Post-Default Rate
(without duplication of the obligation of the Borrower under Section 3.02 to pay
interest on the Required Payment at the Post-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 the Borrower under Section 3.02 to
pay interest at the Post-Default Rate in respect of the Required Payment, and it
being further understood that to the extent the Administrative Agent actually
receives from the Borrower any such interest at the Post-Default Rate on such
Required Payment, such amount so received shall be credited against the amount
of interest (if any) payable by the applicable recipient(s), and




(ii)  if the
Required Payment shall represent proceeds of a Loan to be made by the Lenders to
the Borrower, such Payor and the 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 3.02 is
applicable to the Type of such Loan, it being understood that the return by the
Borrower of the Required Payment to the Administrative Agent shall not limit any
claim that the Borrower may have against such Payor in respect of such Required
Payment and shall not relieve such Payor of any obligation it may have hereunder
or under any other Loan Documents to the Borrower and no advance by the
Administrative Agent to the Borrower under this Section 4.06
shall release any Lender of its obligation to fund such Loan except as set forth
in the following sentence.  If any such Lender shall thereafter
advance any such Required Payment to the Administrative Agent, together with
interest on such Required Payment as provided herein, such Required Payment
shall be deemed such Lender’s applicable Loan to the Borrower and shall be
advanced by the Administrative Agent to the Borrower to the extent the Borrower
has remitted the Required Payment and such interest to the Administrative
Agent.




4.07  Sharing of Payments,
Etc.




(a)  Sharing.  If
any Lender shall obtain 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 (subject to the provisions of Section 14.10) 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 the 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.  Each Lender agrees that it shall turn
over to the Administrative Agent (for distribution by the Administrative Agent
to the other Lenders in accordance with the terms of this Agreement) any payment
(whether voluntary or involuntary, through the exercise of any right of setoff
or otherwise) on account of the Loans held by it in excess of its ratable
portion of payments on account of the Loans obtained by all the
Lenders.




(b)  Consent by the
Borrower.  The Borrower agrees that any Lender so purchasing
such a participation (or direct interest) may exercise (subject, as among the
Lenders, to Section
14.10) 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.




(c)  Rights of Lenders;
Bankruptcy.  Nothing contained herein shall require any Lender
to exercise any right of set-off, banker’s lien or counterclaim or similar right
or otherwise 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 the 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 4.07
applies, then 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 4.07 to
share in the benefits of any recovery on such secured claim.






ARTICLE
V




YIELD
PROTECTION, ETC.




5.01  Additional
Costs.




(a)  Costs of Making or
Maintaining Eurodollar Loans.  The 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, subject to the following
provisions of this Article V, any
reduction in any amount receivable by such Lender hereunder in respect of any of
such Eurodollar Loans or such obligation (such increases in costs and reductions
in amounts receivable being herein called “Additional Costs”),
provided such Additional Costs result from any Regulatory Change
that:




(i)  shall
subject any Lender (or its Applicable Lending Office for any of such Eurodollar
Loans) to any tax, duty or other charge in respect of such Eurodollar 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 Eurodollar Loans
(other than Excluded Taxes); or




(ii)  imposes
or Modifies any reserve, special deposit or similar requirements (other than the
Reserve Requirement utilized in the determination of the Adjusted LIBO Rate for
such Eurodollar Loan) relating to any extensions of credit or other assets of,
or any deposits with or other liabilities of, any Lender (including any of such
Eurodollar Loans or any deposits referred to in the definition of “LIBO Rate” in
Section 1.01),
or any commitment of such Lender (including the Commitment of such Lender
hereunder); or




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




If any
Lender requests compensation from the Borrower under this Section 5.01(a)
or Section
5.01(b), the 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 Base Rate Loans into Eurodollar
Loans, until the Regulatory Change giving rise to such request ceases to be in
effect or until the Borrower notifies such Lender that the Borrower is lifting
such suspension (in which case the provisions of Section 5.04
shall be applicable), provided that such
suspension shall not affect the right of such Lender to receive the compensation
so requested for so long as any Eurodollar Loan remains in effect.




(b)  Costs Attributable to
Regulatory Change or Risk-Based Capital Guidelines.  Without
limiting the effect of the provisions of this Section 5.01 (but
without duplication), the Borrower shall pay 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 or other legal
entity of which such Lender is a subsidiary) for any costs that it determines
are attributable to the maintenance of its Eurodollar Loans hereunder by such
Lender (or any Applicable Lending Office or such bank holding company or other
legal entity), 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 Governmental Authority
(i) following any Regulatory Change with respect to such law, regulation,
interpretation, directive or request resulting in such costs or
(ii) implementing any risk-based capital guideline or other requirement of
capital (whether or not having the force of law and whether or not the failure
to comply therewith would be unlawful) hereafter issued by any Governmental
Authority implementing at the national level the Basel Accord, in respect of its
Commitment or its Eurodollar Loans (such compensation to include 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 or other legal
entity) to a level below that which such Lender (or any Applicable Lending
Office or such bank holding company or other legal entity) could have achieved
but for such law, regulation, interpretation, directive or
request).




(c)  Notification and
Certification.  Each Lender shall notify the Borrower of any
event occurring after the date hereof entitling such Lender to compensation
under subsections
(a) or (b) of this Section 5.01
(setting forth in reasonable detail the basis of such determination) as promptly
as practicable, but in any event within sixty (60) days, after such Lender
obtains actual knowledge thereof; provided that
(i) if any Lender fails to give such notice within sixty (60) days after it
obtains actual knowledge of such an event, such Lender shall, with respect to
compensation payable pursuant to this Section 5.01 in
respect of any costs resulting from such event, be entitled to payment under
this Section 5.01
only for costs incurred from and after the date sixty (60) days prior to the
date that such Lender does give such notice and (ii) each Lender shall
designate a different Applicable Lending Office (if applicable) for the
Eurodollar 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.  Each Lender shall furnish to the Borrower a certificate
setting forth the basis and amount of each request by such Lender for
compensation under subsection (a)
or (b) of
this Section 5.01.  Determinations
and allocations by any Lender for purposes of this Section 5.01 of
the effect of any Regulatory Change pursuant to subsection (a) or
(b) of this
Section 5.01, or
of the effect of capital maintained pursuant to subsection (b) of
this Section 5.01, on
its costs or rate of return of maintaining Eurodollar Loans or its obligation to
make Eurodollar Loans, or on amounts receivable by it in respect of Eurodollar
Loans, and of the amounts required to compensate such Lender under this Section 5.01, as
set forth in the certificate of the Lender, shall be prima facie evidence of the
accuracy of the determinations and calculations contained or asserted
therein.  Notwithstanding anything to the contrary contained herein,
it shall be a condition to the Borrower’s obligation to pay compensation under
subsections (a)
or (b) of this
Section 5.01
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
5.01.




5.02  Limitation on Eurodollar
Loans.  Anything herein to the contrary notwithstanding, if, on
or prior to the determination of any LIBO 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 quotations of
interest rates for the relevant deposits referred to in the definition of “LIBO
Rate” in Section 1.01 are
not being provided in the relevant amounts or for the relevant maturities for
purposes of determining rates of interest for Eurodollar Loans as provided
herein; or




(b)  the
Administrative Agent determines, which determination shall be conclusive absent
manifest error, that, as a result of circumstances arising after the Closing
Date, the relevant rates of interest referred to in the definition of “LIBO
Rate” in Section 1.01
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 the 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 Base Rate Loans into Eurodollar Loans, and the Borrower
shall, on the last day(s) of the then current Interest Period(s) for the
outstanding Eurodollar Loans, either prepay such Eurodollar Loans in accordance
with Sections
2.06 and 2.07 or, in
accordance with Section 2.05,
Convert such Eurodollar Loans into Base Rate Loans or other Eurodollar Loans in
amounts and maturities which are still being
provided.  Notwithstanding the foregoing, (i) if the applicable
conditions under clauses (a) or (b) of this Section 5.02 affect
only a portion of the Eurodollar Loans, the balance of the Eurodollar Loans may
continue as Eurodollar Loans and (ii) if the applicable conditions under
clauses (a) and
(b) of this
Section 5.02
only affect certain Interest Periods, the Borrower, subject to the terms and
conditions of this Agreement, may elect to have Eurodollar Loans with such other
Interest Periods.




5.03  Illegality.  Notwithstanding
any other provision of this Agreement, if 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 the Borrower thereof (with a copy to the Administrative Agent)
and such Lender’s obligation to make or Continue, or to Convert portions of its
Loan 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 5.04
shall be applicable).




5.04  Treatment of Affected
Loans.  If the obligation of any Lender to make Eurodollar
Loans or to Continue, or to Convert Base Rate Loans into, Eurodollar Loans shall
be suspended pursuant to Sections 5.01
or 5.03,
then such Lender’s Eurodollar Loans shall be automatically Converted into Base
Rate Loans on the last day(s) of the then current Interest Period(s) for
Eurodollar Loans (or, in the case of a Conversion resulting from a circumstance
described in Section 5.03, on
such earlier date as such Lender may specify to the Borrower with a copy to the
Administrative Agent) and, unless and until either (a) such Lender gives notice
as provided below that the circumstances specified in Sections 5.01
or 5.03
that gave rise to such Conversion no longer exist or (b) the Borrower, in the
case of Section
5.01, ends any suspension by the Borrower:




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




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




If such
Lender gives notice to the Borrower with a copy to the Administrative Agent that
the circumstances specified in Section 5.01
or 5.03
that gave rise to the Conversion of such Lender’s Eurodollar Loans pursuant to
this Section 5.04 no
longer exist (which notice such Lender agrees to give promptly upon such
circumstances ceasing to exist) or the Borrower terminates its applicable
suspension at a time when Eurodollar Loans made by other Lenders are
outstanding, such Lender’s 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 Base Rate and Eurodollar Loans are allocated among the Lenders ratably (as
to principal amounts, Types and Interest Periods) in accordance with their
respective Commitments.




5.05  Compensation.  The
Borrower shall pay to the Administrative Agent for account of each Lender, upon
the request of such Lender through the Administrative Agent, such amount as
shall be sufficient to compensate it for any loss, cost or expense that such
Lender reasonably determines is attributable to:




(a)  any
payment, mandatory or optional prepayment or Conversion of a Eurodollar Loan
made by such Lender for any reason (including the acceleration of the Loans
pursuant to Article
XII) on a date other than the last day of the Interest Period for such
Loan;




(b)  any
failure by the Borrower for any reason to prepay a Eurodollar Loan pursuant to a
notice of prepayment given in accordance with Section 2.06 (or any
notice timely given postponing the date for prepayment given in accordance with
Section 2.08),
unless such notice is timely revoked pursuant to a notice of revocation given in
accordance with Section 2.08;
or




(c)  the
assignment of any Eurodollar Loan other than on the last day of the applicable
Interest Period as a result of a request by the Borrower pursuant to Section
5.07.




Without
limiting the effect of the preceding provisions, 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 Adjusted LIBO Rate for such Loan provided for
herein over
(ii) the amount of interest that such Lender would earn on such principal
amount for such period if 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 not, or shall cease to, make
such bids, the equivalent rate, as reasonably determined by such Lender, derived
from Reuters Screen LIBOR01 Page (formerly operated as Page 3750 of the Dow
Jones Markets Service (Telerate)) or other publicly available source as
described in the definition of “LIBO Rate” in Section 1.01,
plus, in the case of Section 5.05(c), the
amount of interest for such period paid to such Lender pursuant to Section
5.07.  A certificate of any Lender setting forth any amount or
amounts that such Lender is entitled to receive pursuant to this Section 5.05 shall be
delivered to the Borrower and shall be prima facie evidence of the accuracy of
the determinations and calculations contained or asserted
therein.  The Borrower shall pay such Lender the amount shown as due
on any such certificate within ten (10) days after receipt
thereof.  Any payment due to any of the Lenders pursuant to this Section 5.05 shall be
deemed additional interest under such Lender’s Note.




5.06  Taxes.




(a)  Payments Free of
Taxes.  Any and all payments by or on account of any obligation
of the Borrower hereunder or under any other Loan Document shall be made free
and clear of and without deduction for any Indemnified Taxes or Other Taxes;
provided that
if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes
from such payments, then (i) the sum payable shall be increased as necessary so
that after making all required deductions (including deductions applicable to
additional sums payable under this Section 5.06) the
Administrative Agent and each Lender (as the case may be) receives an amount
equal to the sum it would have received had no such deductions been made, (ii)
the Borrower shall make such deductions and (iii) the Borrower shall pay the
full amount deducted to the relevant Governmental Authority in accordance with
applicable law.




(b)  Payment of Other Taxes by
the Borrower.  In addition, the Borrower shall pay any Other
Taxes to the relevant Governmental Authority in accordance with applicable
law.




(c)  Indemnification by the
Borrower.  The Borrower shall indemnify the Administrative
Agent and each Lender, within ten (10) days after written demand therefor, for
the full amount of any Indemnified Taxes or Other Taxes paid by the
Administrative Agent or such Lender, as the case may be, on or with respect to
any payment by or on account of any obligation of the Borrower hereunder
(including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under this Section 5.06) and any
penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority.  A
certificate as to the amount of such payment or liability delivered to the
Borrower by a Lender or by the Administrative Agent on its own behalf or on
behalf of a Lender, shall be prima facie evidence of the accuracy of the
determinations and calculations contained or asserted therein.




(d)  Evidence of
Payments.  As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority,
the Borrower shall deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.




(e)  Foreign
Lenders.  Any Foreign Lender that is entitled to an exemption
from or reduction of withholding tax under the law of the jurisdiction in which
the Borrower is located, or any treaty to which such jurisdiction is a party,
with respect to payments under this Agreement shall deliver to the Borrower
(with a copy to the Administrative Agent), at the time or times prescribed by
applicable law, such properly completed and executed documentation prescribed by
applicable law or reasonably requested by the Borrower as will permit such
payments to be made without withholding or at a reduced rate.  Until
such documentation is provided, the Borrower shall be entitled to take all
actions that are required to comply with Applicable Laws with respect to
payments payable hereunder on account of Loans made to the Borrower by any
Foreign Lender who has not complied with the requirements of this Section 5.06(e), and
such actions shall not constitute a Default or an Event of Default.




(f)  Refunds.  If
the Administrative Agent or a Lender determines, in its sole discretion, that it
has received a refund of any Taxes or Other Taxes as to which it has been
indemnified by the Borrower or with respect to which the Borrower has paid
additional amounts pursuant to this Section 5.06,
provided no Major Default or Event of Default exists, it shall pay over such
refund to the Borrower (but only to the extent of indemnity payments made, or
additional amounts paid, by the Borrower under this Section 5.06 with
respect to the Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses of the Administrative Agent or such Lender and without
interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund); provided, that the
Borrower, upon the request of the Administrative Agent or such Lender, agrees to
repay the amount paid over to the Borrower (plus any penalties, interest or
other charges imposed by the relevant Governmental Authority) to the
Administrative Agent or such Lender in the event the Administrative Agent or
such Lender is required to repay such refund to such Governmental
Authority.  This Section 5.06(f) shall
not be construed to require the Administrative Agent or any Lender to make
available its tax returns (or any other information relating to its taxes which
it deems confidential) to the Borrower or any other Person.




5.07  Replacement of
Lenders.  If any Lender requests compensation pursuant to Section 5.01 or
5.06, 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 5.01 or
5.03 (any such
Lender requesting such compensation, or whose obligations are so suspended,
being herein called a “Requesting Lender”),
the Borrower, upon five (5) Business Days notice to such Requesting Lender and
the Administrative Agent, may require that such Requesting Lender transfer all
of its right, title and interest under this Agreement and such Requesting
Lender’s Note and its interest in the other Loan Documents to an Eligible
Assignee (a “Proposed
Lender”) identified by the Borrower that is satisfactory to the
Administrative Agent in its sole discretion (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 Loan hereunder for consideration
equal to the aggregate outstanding principal amount of such Requesting Lender’s
Loan, together with interest thereon to the date of such purchase (to the extent
not paid by the 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 5.05 as
if all of such Requesting Lender’s Loan were being prepaid in full on such date)
and (ii) if such Requesting Lender has requested compensation pursuant to
Section 5.01 or
5.06, such
Proposed Lender’s aggregate requested compensation, if any, pursuant to Section 5.01 or
5.06 with
respect to such Requesting Lender’s Loan is lower than that of the Requesting
Lender.  Subject to the provisions of Section 14.07(b),
such Proposed Lender shall be a “Lender” for all purposes
hereunder.  Without prejudice to the survival of any other agreement
of the Borrower hereunder the agreements of the Borrower contained in Sections 5.01,
5.06, 14.03 and 14.04 (without
duplication of any payments made to such Requesting Lender by the Borrower or
the Proposed Lender) shall survive for the benefit of such Requesting Lender
under this Section 5.07
with respect to the time prior to such replacement.






ARTICLE
VI




CONDITIONS
PRECEDENT




6.01  Conditions Precedent to
Effectiveness of Loan Commitments.  The effectiveness of the
Commitments and the obligation of the Lenders to make the Initial Advance are
subject to the conditions precedent that, on or prior to the Closing Date, (i)
the Administrative Agent shall have received each of the documents (duly
executed and completed by the part(y)(ies) thereto and acknowledged when
applicable) referred to below in this Section 6.01, (ii)
each of the other conditions listed below in this Section 6.01 is
satisfied, the satisfaction of each of such conditions to be satisfactory to the
Administrative Agent (and to the extent specified below, to each Lender) in form
and substance (or any such condition shall have been waived in accordance with
Section 14.05),
(iii) all of the representations and warranties of the Borrower (without giving
effect to any qualification therein which limits any such representations and
warranties to the “knowledge” or “best knowledge” of the Borrower or any other
Borrower Party) shall be true and correct on the Closing Date, (iv) the Liens
granted by the Security Documents shall have attached and been perfected, with
the priority as required pursuant to the terms hereof or thereof (or, in the
case of the Liens encumbering the Projects, the Title Policies insuring the
effectiveness and priority of such Liens shall have been unconditionally
delivered to the Administrative Agent in accordance with the closing
instructions delivered on its behalf), and (v) no Default or Event of Default
shall exist or shall result therefrom.




(a)  Agreement.  From
each party hereto either (i) a counterpart of this Agreement signed on behalf of
such party or (ii) written evidence satisfactory to the Administrative Agent
(which may include telecopy transmission of a signed signature page of this
Agreement) that such party has signed a counterpart of this
Agreement.




(b)  Notes.  The
Notes for each Lender.




(c)  Deed of
Trust.  Each Deed of Trust, in form for recording.




(d)  Environmental
Indemnity.  The Environmental Indemnity.




(e)  Project-Level Account
Security Agreement.  The Project-Level Account Security
Agreement.




(f)  General
Assignment.  The General Assignment.




(g)  Property Manager’s
Consent.  Each Property Manager’s Consent.




(h)  Other Loan
Documents.  The Guarantor Documents and all other Loan
Documents.




(i)  Opinion of Counsel to the
Borrower Parties.  A favorable written opinion, dated the
Closing Date, of Cox, Castle & Nicholson LLP, counsel to the Borrower
and furnishing such opinions at the Borrower’s request on behalf of the other
Borrower Parties, and covering such matters relating to the Borrower Parties,
this Agreement, the other Loan Documents, and the Transactions as the
Administrative Agent shall reasonably request.  The Borrower hereby
requests such counsel to deliver such opinion to the Lenders and the
Administrative Agent.




(j)  Organizational
Documents.  Copies of (i) the Certificate of
Incorporation, Certificate of Formation, Certificate of Limited Partnership or
similar formation document of each of the Borrower Parties, certified by the
Secretary of State of the state of formation of such Person as of a recent date,
(ii) the other Organizational Documents of each of the Borrower Parties
certified by any Authorized Officer on behalf of such Borrower Party,
(iii) the applicable resolutions of each of the Borrower Parties
authorizing the execution and delivery of the Loan Documents to which they are a
party, in each case certified by an Authorized Officer on behalf of such
Borrower Party as of the date of this Agreement as being accurate and complete,
all in form and substance satisfactory to the Administrative Agent and its
counsel, (iv) certificates signed by an Authorized Officer on behalf of the
applicable Person certifying the name, incumbency and signature of each
individual authorized to execute the Loan Documents to which such Person is a
party and the other documents or certificates to be delivered pursuant hereto or
thereto, on which the Administrative Agent and the Lenders may conclusively rely
unless a revised certificate is similarly so delivered in the future, and
(v) good standing certificates with respect to each Borrower Party that is
organized under the laws of any state of the United States of America from such
state and good standing certificates and authority to conduct business with
respect to the Borrower, the Borrower’s Member/General Partner and the
Borrower’s Manager from the State of California.




(k)  Title Insurance;
Priority. An ALTA policy or policies (or pro forma policy or
policies) of title insurance for each Project satisfactory to the Administrative
Agent (collectively, the “Title Policy”),
together with evidence of the payment of all premiums due thereon, issued by the
Title Company (i) each insuring the Administrative Agent for the benefit of the
Lenders in an amount equal to the aggregate amount of the Commitments (to the
extent advanced) in effect on the Closing Date (with a tie-in endorsement
satisfactory to the Administrative Agent) that the applicable Borrower is
lawfully seized and possessed of a valid and subsisting fee simple (or other
applicable) interest in the Projects owned by it subject to no Liens other than
Permitted Title Exceptions and (ii) providing such other affirmative
insurance and endorsements as the Administrative Agent may require in each case
as approved by the Administrative Agent.  In addition, the Borrower
shall have paid to the Title Company all expenses and premiums of the Title
Company in connection with the issuance of such policies and all recording and
filing fees payable in connection with recording the Deeds of Trust and the
filing of the Uniform Commercial Code financing statements related thereto in
the appropriate offices.




(l)  Survey.  An
“as-built” survey of each Project, each satisfactory to the Administrative Agent
in form and content and made by a registered land surveyor satisfactory to the
Administrative Agent, each survey showing, among other things through the use of
course bearings and distances, (i) all easements and roads or rights of way
(including all access to public roads) and setback lines, if any, affecting the
Improvements and that the same are unobstructed or any such obstructions are
acceptable to the Administrative Agent; (ii) the dimensions of all existing
buildings and distance of all material Improvements from the lot lines;
(iii) no encroachments by improvements located on adjoining property that
are not acceptable to the Administrative Agent; and (iv) such additional
information which may be reasonably required by the Administrative
Agent.  Each said survey shall be dated a date reasonably satisfactory
to the Administrative Agent, bear a proper certificate substantially in the form
of Exhibit M
attached hereto by the surveyor in favor of the Administrative Agent (on behalf
of the Lenders) and the Title Company and include the legal description of the
relevant Project.




(m)  Certificates of
Occupancy.  Copies of permanent and unconditional certificates
of occupancy permitting the fully functioning operation and occupancy of the
Projects and of such other permits necessary for the use and operation of the
Projects issued by the respective Governmental Authorities having jurisdiction
over the Projects, together with such other evidence as may be requested by the
Administrative Agent with respect to the compliance of the Projects with zoning
requirements.




(n)  Insurance.  A
copy of the insurance policies required by Section 8.05 or
certificates of insurance with respect thereto, such policies or certificates,
as the case may be, to be in form and substance, and issued by companies,
acceptable to the Administrative Agent and otherwise in compliance with the
terms of Section 8.05,
together with evidence of the payment of all premiums therefor.




(o)  Environmental
Report.  The Environmental Reports.




(p)  Leases.  (i) An
affidavit for each Project (collectively, the “Leasing Affidavit”)
of an Authorized Officer of the applicable Borrower certifying that except as
disclosed in the estoppel certificates delivered to the Administrative Agent
prior to the Closing Date, that certain Aged Delinquencies report dated March
10/2008 provided to the Administrative Agent for such Project, or the rent rolls
delivered to the Administrative Agent pursuant to Section 7.22,
(A) each tenant lease listed in the Leasing Affidavit is in full force and
effect; (B) the tenant lease summaries provided by the Borrower to the
Administrative Agent are true and correct and, as to all matters contained
therein relating to rent, term, termination rights, options to renew, extend or
expand, rights of first refusal or offer, tenant improvement allowances,
security deposits and other credit enhancements, insurance, tax and operating
expense recovery, and obligations with respect to subordination, non-disturbance
and attornment, complete in all material respects, and such summaries do not
fail to disclose any material term of any Lease which would adversely affect the
obligation of the tenant thereunder to pay rent or perform any of its other
material obligations for the entire term thereof consistent with the terms
disclosed in such summary and the rent rolls delivered to the Administrative
Agent pursuant to Section 7.22;
(C) no defaults exist under any of the Leases (other than the Major Leases)
by any party (including any guarantor) thereto that, individually or in the
aggregate with respect to all such defaults, would result in a Material Adverse
Effect and, to the knowledge of the Borrower, no material default exists under
any of the Major Leases; and (D) to the Borrower’s knowledge, no event
which would result in a material adverse change in the financial condition,
operations or business of one or more tenants under Major Leases has occurred
which the Borrower has determined would adversely affect the ability of such
tenant to pay its rent and perform its other material obligations under such
Major Lease and (ii) the standard office lease form (as approved by the
Administrative Agent) to be used for the Projects.




(q)  Estoppels.   Estoppel
certificates in form and substance satisfactory to the Administrative Agent from
tenants covering at least fifty percent (50%) of all the leased space in the
Projects.  For purposes of this requirement, it is agreed that the
form tenant estoppels required by any applicable Approved Lease shall be
acceptable to the Administrative Agent.




(r)  Reserved.




(s)  Non-Foreign
Status.  A certificate by an Authorized Officer certifying the
Borrower’s tax identification number and the fact that no Borrower is a foreign
person under the Code.




(t)  UCC
Searches.  Uniform Commercial Code searches with respect to the
Borrower, the Borrower’s Member/General Partner and the Borrower’s Manager as
required by the Administrative Agent.




(u)  Appraisal.  The
Appraisals for each Project (i) indicating an “as-is” value for each of the
Projects, such that the Allocated Loan Amount for each Project shall not exceed
sixty-five percent (65%), and (ii) indicating a “stabilized” value for each of
the Projects, such that the Allocated Loan Amount for each Project shall not
exceed sixty percent (60%) of the Appraised Value of such Project.




(v)  Property Management and
Leasing Agreements.  The Property Management Agreement and all
brokerage and/or leasing agreements affecting the Projects and certified by an
Authorized Officer to be true, correct and complete in all
respects.




(w)  Financial
Statements.  Copies of the most recent publicly available Form
10-K and Form 10-Q of the REIT and unaudited annual and quarterly balance sheet,
income statements and cash flow projections for each Borrower, and a certificate
dated the Closing Date and signed by an Authorized Officer on behalf of the
Borrower stating that (i) such financial statements are true, complete and
correct in all material respects and (ii) no event that could reasonably be
expected to have a Material Adverse Effect has occurred since the date of such
financial statements, all of the foregoing to be satisfactory to the
Administrative Agent and each Lender in their reasonable
discretion.




(x)  Approved Annual
Budget.  A copy of the Annual Budget for each Project for the
current calendar year.




(y)  Property Condition
Report.  A survey of the physical condition of the Projects
prepared by a licensed engineer selected by the Administrative Agent and in
accordance with the Administrative Agent’s scope.




(z)  Project-Level
Accounts.  The Project-Level Account shall have been
established pursuant to the terms of this Agreement and any other Loan
Document.




(aa)  Seismic
Report.  A seismic report for each Project prepared by a firm
of licensed engineers selected by the Administrative Agent and prepared in
accordance with the Administrative Agent’s scope for such reports and otherwise
acceptable to the Administrative Agent in all respects.




(bb)  Fees and
Expenses.  The Borrower shall have paid (i) all fees then
due and payable to the Administrative Agent pursuant to the Fee Letter,
(ii) any other fees then due to the Administrative Agent, Eurohypo or the
Arranger and (iii) any fees and expenses due to the Administrative Agent or
the Arranger pursuant to Section 14.03,
including the reasonable fees and expenses of Morrison & Foerster LLP,
counsel to the Administrative Agent and Eurohypo.




(cc)  Organizational Chart and
Background Checks.  The Borrower shall have delivered to the
Administrative Agent an organizational chart reflecting the ownership of the
direct and indirect equity interests in the Borrower and Guarantor, including
the percentage of ownership interest of the Persons shown
thereon.  The Administrative Agent shall have obtained satisfactory
background and “know-your-customer” checks of the Borrower and the Operating
Partnership.




(dd)  Other
Documents.  Such other documents as the Administrative Agent
may reasonably request.




(ee)  Contribution
Agreement.  The Contribution Agreement.






ARTICLE
VII




REPRESENTATIONS
AND WARRANTIES




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




7.01  Organization;
Powers.  Each of the Borrower Parties is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its
organization, has all requisite power and authority to carry on its business as
now conducted and, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect, is qualified to do business in, and is in good standing in, every
jurisdiction where such qualification is required.  The Borrower
Parties are each qualified to do business and in good standing in the State of
California.




7.02  Authorization;
Enforceability.  The Transactions applicable to each Borrower
Party or the Guarantor are within such Borrower Party’s or the Guarantor’s
respective organizational powers and have been duly authorized by all necessary
organizational action under their respective Organizational
Documents.  This Agreement and the other Loan Documents have been duly
executed and delivered by the Borrower Parties party thereto and each of the
Loan Documents to which a Borrower Party is a party when delivered will
constitute, a legal, valid and binding obligation of the applicable Borrower
Party, enforceable against the applicable Borrower Party in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors’ rights generally and subject to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).  Each of the Guarantor Documents
has been duly executed and delivered by Guarantor and each of the Guarantor
Documents when delivered will constitute, a legal, valid and binding obligation
of Guarantor, enforceable against Guarantor in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium or
other laws affecting creditors’ rights generally and subject to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).




7.03  Government Approvals; No
Conflicts.  The Transactions (a) do not require any Government
Approvals of, registration or filing with, or any other action by, any
Governmental Authority, except for (i) such as have been obtained or made and
are in full force and effect and (ii) filings and recordings in respect of the
Liens created pursuant to the Security Documents, (b) will not violate any
Applicable Law applicable to the Borrower Parties or the Organizational
Documents of any of the Borrower Parties, (c) will not violate or result in a
default under any material indenture, agreement or other instrument binding upon
any of the Borrower Parties, or give rise to a right thereunder to require any
payment to be made by any of the Borrower Parties, and (d) except for the Liens
created pursuant to the Security Documents, will not result in the creation or
imposition of any Lien on any asset of any of the Borrower Parties.




7.04  Financial
Condition.  The Borrower has heretofore furnished to the
Administrative Agent certain financial statements of the REIT and of each
Borrower.  All such financial statements of the REIT are complete and
correct in all material respects and fairly present the financial condition of
the REIT as of the applicable respective dates of such financial statements, all
in accordance with GAAP.  All such financial statements of each
Borrower are complete and correct in all material respects and fairly present
the financial condition of such Borrower, as of the applicable respective dates
of such financial statements, all in accordance with GAAP.  Except as
disclosed on Schedule 7.04 attached hereto, no Borrower nor the 1995 LLC Member,
on the date hereof, has any Indebtedness (other than security deposits and
tenant improvement allowances under the Leases that are described in the tenant
lease summaries provided by the Borrower to the Administrative Agent and that
are in amounts and on terms consistent with market terms and in the ordinary
course of business), material contingent liabilities, liabilities for taxes,
unusual forward or long-term commitments or unrealized or anticipated losses
from any unfavorable commitments, except as referred to or reflected or provided
for in said financial statements as of said dates and except for Real Estate
Taxes and Other Charges that are not yet delinquent.  Since the
applicable dates of such financial statements, except as disclosed in Schedule 7.04
attached hereto, there has been no event that could reasonably be expected to
have a Material Adverse Effect.




7.05  Litigation.  Except
as disclosed in Schedule 7.05 hereto,
there are no legal or arbitral proceedings, or any proceedings by or before any
Governmental Authority or agency of which the Borrower, Borrower’s
Member/General Partner or Borrower’s Manager has received written notice, now
pending or (to the knowledge of the Borrower) threatened in writing against the
Borrower, the Projects, the Borrower’s Member/General Partner or Borrower’s
Manager except for those which (a) (subject to applicable deductibles or
self-insurance) are fully covered by insurance maintained by or for the
Borrower, the Borrower’s Member/General Partner or the Borrower’s Manager or (b)
involve uninsured claims that do not exceed $75,000 individually, or in the
aggregate for all such claims.




7.06  ERISA.  Neither
the Borrower nor Borrower’s Member/General Partner has established any Plan
which would cause the Borrower or the Borrower’s Member/General Partner to be
subject to ERISA and none of the Borrower’s or the Borrower’s Member/General
Partner’s assets constitutes or will constitute “plan assets” of one or more
Plans.  No ERISA Event has occurred or is reasonably expected to occur
that, when taken together with all other such ERISA Events for which liability
is reasonably expected to occur, could reasonably be expected to result in a
Material Adverse Effect.  Each Plan established by a Borrower Party or
the Operating Partnership and, to the knowledge of the Borrower Parties or the
Operating Partnership, each of its ERISA Affiliates and each Multiemployer Plan,
is in compliance with, the applicable provisions of ERISA, the Code and any
other Applicable Law.




7.07  Taxes.  Each
of the Borrower Parties or the Operating Partnership has timely filed or timely
caused to be filed (or obtained effective extensions for filing) all tax returns
and reports required to have been filed and has paid or caused to be paid all
Taxes required to have been paid by it, except Taxes that are being contested in
good faith by appropriate proceedings and (a) for which such Borrower Party, the
REIT or the Operating Partnership has set aside on its books adequate reserves
in accordance with GAAP or (b) to the extent that the failure to do so
could not reasonably be expected to result in a Material Adverse
Effect.




7.08  Investment and Holding
Company Status.  None of the Borrower Parties is (a) an
“investment company” as defined in, or subject to regulation under, the
Investment Company Act of 1940 or (b) a “holding company”, or an “affiliate” of
a “holding company” or a “subsidiary company” of a “holding company”, as defined
in, or subject to regulation under, the Public Utility Holding Company Act of
1935.




7.09  Environmental
Matters.  Except for matters expressly and specifically set
forth in the Environmental Reports or the Property Condition Reports or matters
disclosed in Schedule
7.09 or Schedule 8.11
attached hereto, to the Borrower’s knowledge:




(a)  The
Borrower and each Project is in compliance with all applicable Environmental
Laws, except where the failure to comply with such laws is not reasonably likely
to result in a Material Adverse Effect.




(b)  There is
no Environmental Claim of which the Borrower has received written notice
pending, or to the Borrower’s knowledge, threatened in writing, and no penalties
arising under Environmental Laws have been assessed, against the Borrower, any
Project or, to the Borrower’s knowledge, against any Person whose liability for
any Environmental Claim the Borrower or the Borrower’s Member/General Partner
has or may have retained or assumed either contractually or by operation of law,
and the Borrower has received no written notice of any investigation or review
relating to any Project which is pending or, to the knowledge of the Borrower,
threatened in writing by any Governmental Authority, citizens group, employee or
other Person with respect to any alleged failure by the Borrower, the Borrower’s
Member/General Partner or any Project to have any environmental, health or
safety permit, license or other authorization required under, or to otherwise
comply with, any Environmental Law or with respect to any alleged liability of
the Borrower or the Borrower’s Member/General Partner for any Use or Release of
any Hazardous Substances.




(c)  There
have been no past, and there are no present, Releases of any Hazardous Substance
that could reasonably be anticipated to form the basis of any Environmental
Claim against the Borrower, the Borrower’s Member/General Partner, any Project
or, to the knowledge of the Borrower, against any Person whose liability for any
Environmental Claim the Borrower or the Borrower’s Member/General Partner has or
may have retained or assumed either contractually or by operation of
law.




(d)  To the
Borrower’s knowledge, there is no Release of Hazardous Substances migrating to
any Project which could require Remediation or require the Borrower to provide
notice to any Governmental Authority.




(e)  There is
not present at, on, in or under any Project, PCB-containing equipment, asbestos
or asbestos containing materials, underground storage tanks or surface
impoundments for Hazardous Substances, lead in drinking water (except in
concentrations that comply with all Environmental Laws), or lead-based paint
(except in compliance with all applicable Environmental Laws).




(f)  No Liens
are presently recorded with the appropriate land records under or pursuant to
any Environmental Law with respect to any Project and, to the Borrower’s
knowledge no Governmental Authority has been taking or is in the process of
taking any action that could subject any Project to Liens under any
Environmental Law.




(g)  The
Borrower has provided to the Administrative Agent’s environmental consultant
prior to the Closing Date true and correct copies of all materials,
environmental reports and other documents pertaining to the Projects requested
by the consultant and in the Borrower’s possession or control.




7.10  Organizational
Structure.  The Borrower has heretofore delivered to the
Administrative Agent a true and complete copy of the Organizational Documents of
each Borrower Party.  The sole member of the 2007 LLC Borrower is
Douglas Emmett Properties, LP, a Delaware limited partnership; the sole member
of 1995 LLC Borrower is Douglas Emmett Realty Fund 1995, a California limited
partnership; the general partner of the LP Borrower is Douglas Emmett
Management, LLC, a Delaware limited liability company; and the sole limited
partner of the LP Borrower is the Operating Partnership.




7.11  Subsidiaries.  Neither
the Borrower nor the 1995 LLC Member has any Subsidiaries except those
specifically disclosed on Schedule 7.11.




7.12  Title.  On
the Closing Date, the Borrower will own and on such date will have good,
indefeasible and insurable fee simple title to the portion of the Projects
consisting of real property free and clear of all Liens, other than Permitted
Title Exceptions.  On the Closing Date, the Borrower will own or (in
compliance with Section 9.04(d))
lease and will have good title to all other portions of the Project free and
clear of all Liens, other than Permitted Title Exceptions and rights of
equipment lessors under equipment leases currently in effect which comply with
the requirements set forth in Sections 9.02(h) and
9.04(d).  There
are no outstanding options to purchase or rights of first refusal to purchase
affecting the Projects.




7.13  No Bankruptcy
Filing.  Neither the Borrower, the Borrower’s Member/General
Partner nor the Operating Partnership is contemplating either the filing of a
petition by it under any state or federal bankruptcy or insolvency laws or the
liquidation of all or a major portion of its assets or property, and neither the
Borrower, the Borrower’s Member/General Partner nor the Operating Partnership
has knowledge of any Person contemplating the filing of any such petition
against the Borrower, the Borrower’s Member/General Partner, the Operating
Partnership or the Borrower’s Manager.




7.14  Executive Offices; Places of
Organization.  The location of the Borrower’s, the Borrower’s
Member/General Partner’s and the Borrower’s Manager’s principal place of
business and chief executive office is the address identified in the “Address
for Notices” area beneath the Borrower’s name on the Borrower’s signature page
to this Agreement, except to the extent changed in accordance with Section 9.07.  The
2007 LLC Borrower was organized in the State of Delaware, the 1995 LLC Borrower
was organized in the State of Delaware, and the LP Borrower was organized in the
State of California.  The 2007 LLC Member was organized in the State
of Delaware, the 1995 LLC Member was organized in the State of California, and
the LP General Partner was organized in the State of Delaware, and the
Borrower’s Manager was organized in the State of Delaware.




7.15  Compliance; Government
Approvals.  Except as expressly set forth in the Property
Condition Report for each Project, the Environmental Reports, or the seismic
reports delivered for the Projects pursuant to Section 6.01(aa), the
Borrower, each Project and the Borrower’s use thereof and operations thereat
comply in all material respects with all Applicable Laws.  All
material Government Approvals necessary under Applicable Law in connection with
the operation of the Projects as contemplated by the Loan Documents have been
duly obtained, are in full force and effect, are not subject to appeal, are held
in the name of the Borrower (or Borrower’s Member/General Partner for the
benefit of the Borrower) and are free from conditions or requirements compliance
with which could reasonably be expected to have a Material Adverse Effect or
which the Borrower does not reasonably expect to be able to
satisfy.  To the best knowledge of the Borrower, there is no
proceeding pending or threatened in writing that seeks, or may reasonably be
expected, to rescind, terminate, Modify or suspend any such Government
Approval.  Except for business licenses and other licenses or permits
that are not specifically applicable to the Projects, the Borrower has no reason
to believe that the Administrative Agent, acting for the benefit of the Lenders,
will not be entitled, without undue expense or delay, to the benefit of each
such Government Approval upon the exercise of remedies under the Security
Documents.




7.16  Condemnation;
Casualty.  To the Borrower’s knowledge, no Taking has been
commenced or is presently contemplated with respect to all or any portion of any
Project or for the relocation of roadways providing access to any
Project.  No Casualty Event of any material nature that has not been
substantially repaired has occurred with respect to any Project.




7.17  Utilities and Public Access;
No Shared Facilities.  Each Project has adequate rights of
access to public ways and is served by adequate electric, gas, water, sewer,
sanitary sewer and storm drain facilities.  All public utilities
necessary to the use and enjoyment of each Project as intended to be used and
enjoyed are located in the public right-of-way abutting each Project except as
otherwise shown on the survey of such Project provided to the Administrative
Agent.




7.18  Solvency.  On
the Closing Date and after and giving effect to the Loans occurring on the
Closing Date, and the disbursement of the proceeds of such Loans pursuant to the
Borrower’s instructions, each Borrower Party is and will be
Solvent.




7.19  Foreign
Person.  None of the Borrower, the Operating Partnership nor
the Borrower’s Member/General Partner is a “foreign person” within the meaning
of Section 1445(f)(3) of the Code.




7.20  No Joint Assessment;
Separate Lots.  The Borrower has not suffered, permitted or
initiated the joint assessment of any Project with any other real property
constituting a separate tax lot.




7.21  Security Interests and
Liens.  The Security Documents create (and upon recordation of
the Deeds of Trust, filing of the applicable financing statements in the
appropriate filing offices and the execution and delivery by the Depository Bank
of control agreements with respect to any pledged deposit accounts there will be
perfected as to any portion of such collateral consisting of the deposit account
itself and the securities entitlements thereto), as security for the
Obligations, valid, enforceable, perfected and first priority security interests
in and Liens on all of the respective collateral intended to be covered
thereunder, in favor of the Administrative Agent as administrative agent for the
ratable benefit of the Lenders, subject to no Liens other than the Permitted
Title Exceptions and rights of equipment lessors under equipment leases
currently in effect which comply with the requirements set forth in Sections 9.02(h) and
9.04(d), except
as enforceability may be limited by applicable insolvency, bankruptcy,
reorganization, moratorium or other laws affecting creditors’ rights generally,
or general principles of equity, whether such enforceability is considered in a
proceeding in equity or at law.  Other than in connection with any
future change in the Borrower’s name or the location in which the Borrower is
organized or registered, no further recordings or filings are or will be
required in connection with the creation, perfection or enforcement of such
security interests and Liens, other than the filing of continuation statements
and Notices of Intent to Preserve Security Interests in accordance with the
Uniform Commercial Code and the California Civil Code.  A financing
statement covering all property covered by any Security Document that is subject
to a Uniform Commercial Code financing statement has been filed and/or recorded,
as appropriate, (or irrevocably delivered to the Administrative Agent or a title
agent for such recordation or filing) in all places necessary to perfect a valid
first priority security interest with respect to the rights and property that
are the subject of such Security Document to the extent governed by the Uniform
Commercial Code and to the extent such security can be perfected by such
filing.




7.22  Leases.  Except
as disclosed in the estoppel certificates delivered to the Administrative Agent
prior to the Closing Date, in those certain Aged Delinquencies reports for each
Project dated March 10, 2008 provided to the Administrative Agent prior to the
Closing Date, or (as to items (2) through (10) below) the rent rolls for each
Project attached hereto as Schedule 7.22, with
respect to the Leases (which term, for the purposes of this Section 7.22 is
limited to tenant leases): (1) the rent rolls attached hereto as Schedule 7.22 are
true, correct and complete and the Leases referred to thereon are all valid and
in full force and effect; (2) the Leases (including Modifications thereto)
are in writing, and there are no oral agreements with respect thereto;
(3) the copies of each of the Leases (if any) delivered to the
Administrative Agent are true, correct and complete in all material respects and
have not been Modified (or further Modified); (4) the lease summaries
delivered to the Administrative Agent are true and correct in all material
respects and, as to all matters contained therein relating to rent, term,
termination rights, options to renew, extend or expand, rights of first refusal
or offer, tenant improvement allowances, security deposits and other credit
enhancements, insurance, tax and operating expense recovery, and obligations
with respect to subordination, non-disturbance and attornment, complete in all
material respects, and such summaries do not fail to disclose any material term
of any Lease which would materially impact the obligation of the tenant
thereunder to pay rent or perform any of its other material obligations for the
entire term thereof as disclosed in such summary and the rent rolls attached
hereto as Schedule
7.22; (5) to the Borrower’s knowledge, no defaults exist under any
of the Leases (other than the Major Leases) by any party (including any
guarantor) thereto that, individually or in the aggregate with respect to all
such defaults would result in a Material Adverse Effect and, to the knowledge of
the Borrower, no material default exists under any of the Major Leases;
(6) the Borrower has no knowledge of any presently effective notice of
termination or notice of default given by any tenant with respect to any Major
Lease or under any other Leases that individually or in the aggregate could be
reasonably expected to result in a Material Adverse Effect; (7) the
Borrower has not made any presently effective assignment or pledge of any of the
Leases, the rents or any interests therein except to the Administrative Agent;
(8) no tenant or other party has an option or right of first refusal to
purchase all or any portion of any Project; (9) except as disclosed in the
lease summaries delivered by the Borrower to the Administrative Agent, no tenant
has the right to terminate its lease prior to expiration of the stated term of
such Lease (except as a result of a casualty or condemnation); and (10) no
tenant has prepaid more than one month’s rent in advance (except for bona fide
security deposits and estimated payments of operating expenses, taxes and other
pass-throughs paid by tenants pursuant to their Leases not prepaid more than one
month prior to the date such estimated payments are due).




7.23  Insurance.  The
Borrower has in force, and has paid (in each case to the extent now due and
payable) the Insurance Premiums in respect of all of the insurance required by
Section
8.05.




7.24  Physical
Condition.  Except as expressly and specifically described and
disclosed in the Property Condition Reports for the Projects, the seismic
reports delivered for the Projects pursuant to Section 6.01(aa), the
Environmental Reports for the Projects and the capital improvement schedules
contained in the 2008 budgets for the Projects previously delivered to the
Administrative Agent, and except for the work described in Schedule 8.21, to the
Borrower’s knowledge, each Project, including all buildings, improvements,
parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems,
HVAC systems, fire protection systems, electrical systems, equipment, elevators,
exterior sidings and doors, landscaping, irrigation systems and all structural
components, is in good condition, order and repair in all material respects; to
the Borrower’s knowledge, there exists no structural or other material defects
or damages in any Project, whether latent or otherwise, and the Borrower has not
received written notice from any insurance company or bonding company of any
defects or inadequacies in any Project, or any part thereof, which would
adversely affect the insurability of the same or cause the imposition of
extraordinary premiums or charges thereon or of any termination or threatened
termination of any policy of insurance or bond.  Notwithstanding the
provisions of Section
12.01(c), if any representation or warranty contained in this Section 7.24 is
untrue at any time with respect to any Project, such Default or Event of Default
may be cured if the Borrower, within the cure period set forth in Section 12.01(r),
performs such acts as are sufficient to cause this representation and warranty
to be true by the end of such cure period.




7.25  Flood
Zone.  Except as may be disclosed on the survey of the Project,
or any flood zone certification delivered by the Borrower to the Administrative
Agent prior to the Closing Date, no portion of any Project is located in a flood
hazard area as designated by the Federal Emergency Management Agency or, if in a
flood zone, flood insurance is maintained therefor in full compliance with the
provisions of Section
8.05(a)(i).




7.26  Management
Agreement.  The Property Management Agreement is the only
management and/or leasing agreement related to each Project, and is in full
force and effect with no default or event of default existing thereunder, and
the copy of the Property Management Agreement delivered to the Administrative
Agent is a true, correct and complete copy.




7.27  Boundaries.  Except
as may be disclosed on the surveys delivered pursuant to Section 6.01(l) and
in the Title Policy, to the Borrower’s knowledge: (i) none of the
Improvements is outside the boundaries of any Project (or building restriction
or setback lines applicable thereto); (ii) no improvements on adjoining
properties encroach upon any Project; and (iii) no Improvements encroach
upon or violate any easements or (in any respect which would have a Material
Adverse Effect) any other encumbrance upon any Project.




7.28  Illegal
Activity.  No portion of any Project has been purchased with
proceeds of any illegal activity and no part of the proceeds of the Loans will
be used in connection with any illegal activity.




7.29  Permitted
Liens.  None of the Permitted Title Exceptions or Permitted
Liens individually or in the aggregate will have a Material Adverse
Effect.




7.30  Foreign Assets Control
Regulations, Etc.  Neither the execution and delivery of the
Notes and the other Loan Documents by the Borrower Parties or the Operating
Partnership nor the use of the proceeds of the Loan, will violate the Trading
with the Enemy Act, as amended, or any of the foreign assets control regulations
of the United States Treasury Department (31 CFR, Subtitle B,
Chapter V, as amended) or the Anti-Terrorism Order or any enabling
legislation or executive order relating to any of the same.  Without
limiting the generality of the foregoing, no Borrower Party or the Operating
Partnership or any of their respective Subsidiaries (a) is or will become a
blocked person described in Section 1 of the Anti-Terrorism Order or (b)
knowingly engages or will engage in any dealings or transactions or be otherwise
associated with any person who is known or who (after such inquiry as may be
required by Applicable Law) should be known to such Borrower Party or the
Operating Partnership or such Subsidiary to be such a blocked
person.




7.31  Defaults.  No
Default exists under any of the Loan Documents.




7.32  Other
Representations.  All of the representations in this Agreement
and the other Loan Documents by the Borrower and its Affiliates are true,
correct and complete in all material respects as of the date
hereof.




7.33  True and Complete
Disclosure.  The information, reports, financial statements,
exhibits and schedules furnished in writing by or on behalf of the Borrower
Parties or the Operating Partnership to the Administrative Agent or any Lender
in connection with the negotiation, preparation or delivery of this Agreement
and the other Loan Documents or included herein or therein or delivered pursuant
hereto or thereto, do not contain any untrue statement of material fact or omit
to state any material fact known to the Borrower necessary to make the
statements herein or therein, in light of the circumstances under which they
were made, not misleading.  All written information furnished after
the date hereof by any Borrower Party or the Operating Partnership to the
Administrative Agent and the Lenders in connection with this Agreement and the
other Loan Documents and the Transactions will, to the Borrower’s knowledge, be
true, complete and accurate in every material respect, or (in the case of
projections) based on reasonable estimates, on the date as of which such
information is stated or certified.  There is no fact presently known
to the Borrower or the Borrower’s Manager/General Partner that could reasonably
be anticipated to have a Material Adverse Effect that has not been disclosed
herein, in the other Loan Documents or in a report, financial statement,
exhibit, schedule, disclosure letter or other writing furnished to the
Administrative Agent or the Lenders for use in connection with the
Transactions.




7.34  Reserved.




7.35  For Own
Account.  The Loans have been requested by the Borrower, and
the proceeds of the Loans shall be utilized by the Borrower, for its own
account.




7.36  Non-Foreign
Status.  The Borrower represents and warrants to the Lenders
that under the Code (a) the 2007 LLC Borrower’s tax identification number is
20-8867743, (b) the 1995 LLC Borrower’s tax identification number is 16-1700675,
(c) the LP Borrower’s tax identification number is 46-0506810, (d) the Operating
Partnership’s tax identification number is 20-3213411, (e) the 1995 LLC Member’s
tax identification number is 95-4530838, and (f) the LP General Partner’s tax
identification number is 20-5632713.






ARTICLE
VIII




AFFIRMATIVE
COVENANTS OF THE BORROWER




The
Borrower covenants and agrees with the Lenders and the Administrative Agent
that, so long as any Commitment or Loan is outstanding and until payment in full
of all amounts payable by the Borrower hereunder:




8.01  Information.  The
Borrower shall deliver to the Administrative Agent:




(a)  Within
the earlier of (x) one hundred (100) days after the end of each fiscal year of
the Borrower's operation of the Project or (y) five (5) Business Days after the
annual Form 10-K of the REIT becomes publicly available, the Borrower shall
furnish to the Administrative Agent the following:  (i) the annual
Form 10-K of the REIT, (ii) an annual summary of operating results for each of
the Projects for such year, (iii) a comparison of actual results to budget for
each of the Projects for such year, (iv) the operating budget for each of the
Projects for the fiscal year then under way, (v) an unaudited balance sheet and
income statement for such year for each 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 (vi) an updated rent roll for each of the Projects;




(b)  Within
the earlier of (x) fifty (50) days after the end of each calendar quarter (which
shall instead be based on the REIT’s fiscal quarter) or (y) five (5) Business
Days after the Form 10-Q of the REIT for such fiscal quarter becomes publicly
available (or, in the case of the fourth quarter of each fiscal year, within the
time period required by Section 8.01(a)
above), the Borrower shall furnish to the Administrative Agent the
following:  (i) the most recent Form 10-Q of the REIT, (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) a comparison of actual results to budget for
each of the Projects as of the end of the current quarter for the year-to-date,
(iv) an unaudited balance sheet and income statement for each 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 (v) an updated rent roll for each of the Projects;




(c)  at the
time of the delivery of each of the financial statements provided for in subsection (a) and
subsection (b)
of this Section
8.01, a certificate of an Authorized Officer on behalf of the Borrower,
certifying (i) such respective financial statements and reports as being true,
correct, and complete in all material respects; (ii) that such officer has no
knowledge, except as specifically stated, of any Default or if a Default has
occurred, specifying the nature thereof in reasonable detail and the action
which the Borrower is taking or proposes to take with respect thereto; (iii)
that the Borrower is in compliance with the restrictions on Indebtedness set
forth in Section
9.04; and (iv) containing a calculation in such reasonable detail as
is acceptable to the Administrative Agent setting forth the Operating Income,
Operating Expenses, Net Operating Income, Adjusted Net Operating Income, DSCR
Debt Service, and Debt Service Coverage Ratio of the Borrower (collectively with
respect to the Projects and the Loans) for the most recent calendar
quarter;




(d)  from time
to time, within fifteen (15) days after request therefor, such other information
regarding the financial condition, operations, business or prospects of the
Borrower, the Projects, the other Borrower Parties, or the Bankruptcy Parties as
the Administrative Agent may reasonably request, including, without limitation,
if there is a material variation in the application of accounting principles as
further described herein (i) a description in reasonable detail of any
material variation between the application of accounting principles employed in
the preparation of any annual or quarterly financial statement under Section 8.01 and
the application of accounting principles employed in the preparation of the
immediately preceding annual or quarterly financial statements and
(ii) reasonable estimates of the difference between such statements arising
as a consequence thereof;




(e)  within
ten (10) Business Days after the end of each calendar month during a Low DSCR
Trigger Period, (i) an operating statement (showing monthly activity), with such
detail and in a form reasonably satisfactory to the Administrative Agent,
showing Operating Income, Operating Expenses, Net Operating Income, Adjusted Net
Operating Income, DSCR Debt Service, and the Borrower’s calculation of Excess
Cash for such month; (ii) the computations of Debt Service Coverage Ratio as
calculated as of the end of the most recent calendar month; and (iii) a
reconciliation of the results for such month and year-to-date as compared to the
Approved Annual Budget for such period;




(f)  In the
event of a Transfer to the REIT or a REIT Subsidiary in accordance with Section 9.03(a)(iii),
the Borrower shall furnish to the Administrative Agent (i) if the Borrower shall
have delivered a Guarantee of the Guaranteed Line of Credit, all compliance
certificates, financial statements and all other financial and material reports
required pursuant to the terms of the Primary Credit Facility of the REIT on or
prior to the date(s) required for the delivery thereof by such REIT pursuant to
the terms of the Primary Credit Facility of such REIT and (ii) at all other
times such compliance certificates, financial statements and all other financial
and material reports delivered by the REIT pursuant to the terms of the Primary
Credit Facility of the REIT as may be requested by the Administrative Agent from
time to time, promptly following such request; and




(g)  within
forty-five (45) days of the commencement of the third anniversary of the
expiration of the Stub Interest Period (solely for the purpose to comply with
Basel II or another banking regulation applicable to the Administrative Agent
and/or any Lender), new Appraisals of each Project, which Appraisals shall be
obtained at the Borrower’s sole cost and expenses; provided, however, that the
Administrative Agent shall endeavor to minimize the costs of such Appraisals.
 The Administrative Agent may, at its option, commission one or more new
and/or updated Appraisals of each Project from time to time after the Closing
Date; provided,
however, that
Borrower shall only be required to reimburse the Administrative Agent for such
new and updated Appraisals if an Event of Default exists or if required by
applicable banking laws.




Any
reports, statements or other information required to be delivered under this
Agreement (other than the Form 10-K and Form 10-Q of the REIT, which may be
delivered in paper or electronic form) shall be delivered (1) in paper form, (2)
on a diskette, and (3) if requested by the Administrative Agent and within the
capabilities of the Borrower’s data systems without change or modification
thereto, in electronic form and prepared using a Microsoft Word for Windows or
WordPerfect for Windows files (which files may be prepared using a spreadsheet
program and saved as word processing files).




8.02  Notices of Material
Events.  The Borrower shall give to the Administrative Agent
prompt written notice after becoming aware of any of the following:




(a)  the
occurrence of any Default or Event of Default, including a description of the
same in reasonable detail;




(b)  the
commencement (or threatened commencement in writing) of all material legal or
arbitral proceedings whether or not covered by insurance policies maintained by
or for the Borrower, the Borrower’s Member/General Partner or the Borrower’s
Manager in accordance herewith (it being understood that any monetary claims
asserted in any proceeding which, individually or in the aggregate, exceeds
$3,000,000 shall be deemed material), and of all proceedings by or before any
Governmental Authority of a material nature, and any material development in
respect of such legal or other proceedings, affecting any of the Borrower
Parties or any Project;




(c)  the
occurrence of any ERISA Event that, alone or together with any other ERISA
Events that have occurred, could reasonably be expected to result in liability
of the Borrower Parties in an aggregate amount exceeding $250,000;




(d)  promptly
after the Borrower knows or has reason to believe any default has occurred by
the Borrower or tenant under any Major Lease or the Borrower has received a
written notice of default from the tenant under any Major Lease, a notice of
such default;




(e)  copies of
any material notices or documents pertaining to or related to the Projects or
the Borrower received from any Governmental Authority; and, with respect to
Major Leases only, any notices received asserting a material default by the
landlord under such lease, or relating to an assignment of the lease by the
tenant, or a subletting of all or substantially all of the premises thereunder,
or the vacation of all or a material portion of the premises by the tenant, or a
change in control of the tenant, or an election by the tenant to terminate the
lease or any other event or condition which, as reasonably determined by the
Borrower, would impact the obligation of the tenant thereunder to pay rent or
perform any of its other material obligations for the entire term thereof as
previously disclosed to the Administrative Agent;




(f)  notice of
any Taking threatened in writing; or the occurrence of any Casualty Event
resulting in damage or loss in excess of $500,000; and




(g)  any other
development that results in, or could reasonably be expected to result in, a
Material Adverse Effect.




Each
notice delivered under this Section 8.02 shall be
accompanied by a statement of an Authorized Officer of the Borrower setting
forth, in reasonable detail, the details of the event or development requiring
such notice and any action taken or proposed to be taken with respect
thereto.




8.03  Existence,
Etc.  The Borrower will, and will cause each other Borrower
Party and the Operating Partnership to, preserve and maintain its legal
existence and all material rights, privileges, licenses and franchises necessary
for the maintenance of its existence and the conduct of its
affairs.




8.04  Compliance with Laws;
Adverse Regulatory Changes.




(a)  The
Borrower shall comply in all material respects (subject to such more stringent
requirements as may be set forth elsewhere herein) with all Applicable
Laws.  The Borrower shall maintain in full force and effect all
required Government Approvals and shall from time to time obtain all Government
Approvals as shall now or hereafter be necessary under Applicable Law in
connection with the operation or maintenance of the Projects and shall comply,
in all material respects, with all such Government Approvals and keep them in
full force and effect.  Upon request from time to time, the Borrower
shall promptly furnish a true, correct and complete copy of each such Government
Approval to the Administrative Agent.  The Borrower shall, unless
otherwise approved by the Administrative Agent in writing, use its reasonable
efforts to contest any proceedings before any Governmental Authority and to
resist any proposed adverse changes in Applicable Law to the extent that such
proceedings or changes are directed specifically toward any Project or could
reasonably be expected to have a Material Adverse Effect, but only to the extent
that Borrower deems such action to be in the best interests of the affected
Project in the exercise of its business judgment.




(b)  Without
limiting the foregoing provisions of clause (a) above as it relates to the
Projects or any portion of the Trillium Project other than the Ground Leased
Property, the provisions of this clause (b) shall apply solely as to the LP
Borrower and its ownership of the Ground Leased Property (and not with respect
to the Trillium Project or any of the other Projects).  The LP
Borrower shall comply in all material respects (subject to such more stringent
requirements as may be set forth elsewhere herein) with all Applicable Laws that
are applicable to it or its interest in the Trillium Project (and excluding
those Applicable Laws that specifically and exclusively relate to the Ground
Lessee or the interest of the Ground Lessee under the Ground Lease), and shall
use commercially reasonable efforts to enforce the provisions of the Ground
Lease to cause the Ground Lessee to comply with its obligations under the Ground
Lease to comply with Applicable Laws to the extent required by the Ground Lease
or Applicable Law and within the LP Borrower’s reasonable
control.  The LP Borrower shall maintain in full force and effect all
required Government Approvals that are applicable to it and shall comply, in all
material respects, with all such Government Approvals and keep them in full
force and effect.  The LP Borrower shall use commercially reasonable
efforts to enforce the provisions of the Ground Lease to cause the Ground Lessee
to comply with its obligations under the Ground Lease to obtain all Government
Approvals as shall now or hereafter be necessary under Applicable Law in
connection with the operation or maintenance of the Ground Leased Property to
the extent required by the Ground Lease or Applicable Law and within the LP
Borrower’s reasonable control.  Upon request from time to time, the LP
Borrower shall promptly furnish a true, correct and complete copy of each
Government Approval required to be maintained by the LP Borrower to the
Administrative Agent, and shall use commercially reasonable efforts to enforce
the provisions of the Ground Lease to cause the Ground Lessee to comply with its
obligations under the Ground Lease to deliver a copy of each Governmental
Approval necessary under Applicable Law in connection with the operation or
maintenance of the Ground Leased Property to the LP Borrower, and shall
thereafter deliver a true, correct and complete copy thereof to the
Administrative Agent.  Subject to the provisions of the Ground Lease,
the LP Borrower shall, unless otherwise approved by the Administrative Agent in
writing or prohibited under the terms of the Ground Lease, use its reasonable
efforts to contest any proceedings before any Governmental Authority and to
resist any proposed adverse changes in Applicable Law to the extent that such
proceedings or changes are directed specifically toward the Ground Leased
Property or could reasonably be expected to have a Material Adverse Effect, but
in each case only if and to the extent that the LP Borrower deems such action to
be in the best interests of the Trillium Project in the exercise of its business
judgment.  The LP Borrower shall be permitted to permit the Ground
Lessee to contest the applicability of such Applicable Law or Governmental
Approval on the terms set forth in Section 8.04(c) or on
such other terms as may be permitted by the Ground Lease.  In the
event that the Ground Lessee breaches any of its obligations under the Ground
Lease that are referenced in this Section in any material respect, the LP
Borrower shall provide the Administrative Agent with notice promptly upon
becoming aware thereof, and, if such breach could reasonably be expected either
to have a Material Adverse Effect on the Trillium Project (determined as if the
Trillium Project were the sole collateral for the Allocated Loan Amount that is
allocated to the Trillium Project) or otherwise to have a Material Adverse
Effect (either, an “LP
Borrower MAE Effect”), the LP Borrower shall (unless the LP Borrower
shall be exercising its rights to contest the applicability of such Applicable
Law or Governmental Approval in accordance with Section 8.05(b))
furnish to the Administrative Agent for the benefit of the Lenders such security
as may be reasonably requested by the Administrative Agent, to ensure that the
failure of the Ground Lessee to comply with such Applicable Law or to maintain
in effect such Governmental Approval shall not have an LP Borrower MAE
Effect.




(c)  The
Borrower, at its own expense, may contest by appropriate legal proceedings
promptly initiated and conducted in good faith and with due diligence, the
validity or application of any Applicable Law, and shall provide the
Administrative Agent with notice of any such contest of a material nature, provided
that:




(i)  Reserved;




(ii)  the
Borrower shall pay any outstanding fines, penalties or other payments under
protest unless such proceeding shall suspend the collection of such
items;




(iii)  such
proceeding shall be permitted under and be conducted in accordance with the
applicable provisions of any other instrument governing the contest of such
Applicable Laws to which the Borrower or any such Project is subject and shall
not constitute a default thereunder;




(iv)  no part
of or interest in any Project (or the Borrower’s interest therein) will be in
danger of being sold, forfeited, terminated, canceled or lost during the
pendency of the proceeding;




(v)  such
proceeding shall not subject the Borrower, the Administrative Agent or any
Lender to criminal or civil liability (other than civil liability of the
Borrower as to which adequate security has been provided pursuant to clause (vi)
below);




(vi)  unless
paid under protest, the Borrower shall have furnished such security as may be
required in the proceeding, or as may be reasonably requested by the
Administrative Agent, to insure the payment of any such items, together with all
interest and penalties thereon, which shall not be less than 110% of the maximum
liability of the Borrower as reasonably determined by the Administrative Agent;
and




(vii)  the
Borrower shall promptly upon final determination thereof pay the amount of such
items, together with all costs, interest and penalties.




8.05  Insurance.




(a)  The
Borrower shall obtain and maintain, or cause to be maintained, for the benefit
of the Borrower, the Administrative Agent and the Lenders, insurance for each
Project providing at least the following coverages:




(i)           comprehensive
all risk insurance (A) in an amount equal to one hundred percent (100%) of the
full replacement cost (less deductible amounts provided for herein), which for
purposes of this Agreement shall mean actual replacement value (exclusive of
costs of excavations, foundations, underground utilities and footings) with a
waiver of depreciation; (B) containing an agreed amount endorsement with respect
to the Improvements and personal property at each Project waiving all
co-insurance provisions (if applicable); (C) providing for no deductible in
excess of Seventy-Five Thousand Dollars ($75,000) for all such insurance
coverage; and (D) containing an “Ordinance or Law Coverage” or “Enforcement”
endorsement if any of the Improvements or the use of each Project shall at any
time constitute legal non-conforming structures or uses.  In addition,
the Borrower shall obtain: (y) if any portion of the Improvements is currently
or at any time in the future located in a federally designated “special flood
hazard area”, flood hazard insurance in an amount equal to the lesser of (1) the
Outstanding Principal Amount of the Notes or (2) the maximum amount of such
insurance 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 each may be amended or such greater amount as the Administrative Agent
shall require; and (z) subject to Sections 8.05(a)(xi)
and (xii),
coverage for terrorism, terrorist acts and earthquake; provided that the
insurance pursuant to clauses (y) and (z) hereof shall be on terms (other than
with respect to deductibles and self-insurance) consistent with the
comprehensive all risk insurance policy required under this subsection (i);




(ii)           commercial
general liability insurance against claims for personal injury, bodily injury,
death or property damage occurring upon, in or about the Project, such insurance
(A) to be on the so-called “occurrence” form with an occurrence limit of not
less than One Million and No/100 Dollars ($1,000,000) and an aggregate limit of
not less than Two Million and No/100 Dollars ($2,000,000); (B) to continue at
not less than the aforesaid limit until required to be changed by the
Administrative Agent by reason of changed economic conditions making such
protection inadequate; and (C) to cover at least the following hazards: (1)
premises and operations; (2) products and completed operations on an “if any”
basis; (3) independent contractors; (4) blanket contractual liability for all
legal contracts; and (5) contractual liability covering the indemnities
contained in the Loan Documents to the extent the same is
available;




(iii)           business
income insurance (A) with loss payable to the Administrative Agent (on behalf of
the Lenders); (B) covering all risks required to be covered by the insurance
provided for in subsection (i)
above for a period commencing at the time of loss for such length of time as it
takes to repair or replace with the exercise of due diligence and dispatch; (C)
containing an extended period of indemnity endorsement which provides that after
the physical loss to the Improvements and personal property has been repaired,
the continued loss of income will be insured until such income either returns to
the same level it was at prior to the loss, or the expiration of twelve (12)
months from the date that the Project is repaired or replaced and operations are
resumed, whichever first occurs, and notwithstanding that the policy may expire
prior to the end of such period; and (D) if there is a separate sublimit for
business income insurance, such sublimit shall be not less than one hundred
percent (100%) of the projected gross income from the Project for a period of
eighteen (18) months.  The amount of such business income insurance
shall be determined prior to the date hereof and at least once each year
thereafter based on the Borrower’s reasonable estimate of the gross income from
the Project for the succeeding eighteen (18) month period.  All
proceeds payable to the Administrative Agent pursuant to this subsection (iii)
shall be held by the Administrative Agent and shall be applied to debt service
that is due and payable under the Notes with the amount in excess of such debt
service during the period of business interruption held in a Controlled Account
and available for release to the Borrower upon the completion of the restoration
of the Project provided no Major Default or Event of Default then exists; provided, however, that nothing
herein contained shall be deemed to relieve the Borrower of its obligations to
pay the obligations secured by the Loan Documents on the respective dates of
payment provided for in the Notes and the other Loan Documents except to the
extent such amounts are actually paid out of the proceeds of such business
income insurance;




(iv)           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 the coverage
specified herein is not provided through the other insurance maintained by or
for the benefit of the Borrower, (A) owner’s contingent or protective liability
insurance covering claims not covered by or under the terms or provisions of the
above mentioned commercial general liability insurance policy; and (B) the
insurance provided for in subsection (i)
above written in a so-called builder’s risk completed value form (1) on a
non-reporting basis, (2) against all risks insured against pursuant to subsection (i)
above, (3) including permission to occupy the Project, and (4) with an agreed
amount endorsement waiving co-insurance provisions;




(v)           workers’
compensation, subject to the statutory limits of the state in which the Project
is located, and employer’s liability insurance with a limit of at least One
Million and No/100 Dollars ($1,000,000) per accident and per disease per
employee, and One Million and No/100 Dollars ($1,000,000) for disease aggregate
in respect of any work or operations on or about the Project, or in connection
with the Project or its operation (if applicable);




(vi)           comprehensive
boiler and machinery insurance, if applicable, in amounts as shall be reasonably
required by the Administrative Agent on terms consistent with the commercial
property insurance policy required under subsection (i)
above;




(vii)           umbrella
liability insurance in addition to primary coverage in an amount not less than
One Hundred Million and No/100 Dollars ($100,000,000) per occurrence on terms
consistent with the commercial general liability insurance policy required under
subsection (ii)
above and subsections
(viii) and (ix) below and if the
general liability policy does not contain a per location aggregate endorsement,
the umbrella liability shall contain a drop down provision in the event the
underlying aggregates are reduced or exhausted;




(viii)                      motor
vehicle liability coverage for all owned and non-owned vehicles, including
rented and leased vehicles containing minimum limits per occurrence of One
Million and No/100 Dollars ($1,000,000);




(ix)           if
applicable to a particular Project, so-called “dramshop” insurance or other
liability insurance required in connection with the sale by the Borrower of
alcoholic beverages;




(x)           insurance
against employee dishonesty in an amount not less than one (1) month of
Operating Income from the Project and with a deductible not greater than Ten
Thousand and No/100 Dollars ($10,000.00);




(xi)           such
coverages with respect to terrorism and terrorist acts as are then being
maintained by prudent owners of institutionally owned “Class A” office buildings
in the market where the Projects are located as reasonably determined by the
Borrower and the Administrative Agent; it being acknowledged and agreed that the
Administrative Agent and the Lenders have accepted the Borrower’s existing
coverages, deductibles and self-insurance limits in effect on the Closing Date
with respect to terrorism and terrorist acts;




(xii)           such
coverages with respect to earthquake as are then being maintained by prudent
owners of institutionally owned “Class A” office buildings in the market where
the Projects are located as reasonably determined by the Borrower and the
Administrative Agent; it being acknowledged and agreed that the Administrative
Agent and the Lenders have accepted the Borrower’s existing coverages,
deductibles and self-insurance limits in effect on the Closing Date with respect
to earthquake; and




(xiii)                      upon
sixty (60) days’ notice, such other reasonable insurance and in such reasonable
amounts as the Administrative Agent from time to time may reasonably request
against such other insurable hazards which at the time are commonly insured
against for property similar to the Project located in or around the region in
which the Project is located.




(b)  All
insurance provided for in Section 8.05(a)
shall be obtained under valid and enforceable policies (collectively, the “Policies” or in the
singular, the “Policy”) and, to the
extent not specified above, shall be subject to the approval of the
Administrative Agent as to deductibles, loss payees and insureds.  Not
less than fifteen (15) days prior to the expiration dates of the Policies
theretofore furnished to the Administrative Agent, certificates of insurance
evidencing the Policies accompanied by evidence satisfactory to the
Administrative Agent of payment of the premiums then due thereunder (the “Insurance Premiums”),
shall be delivered by the Borrower to the Administrative Agent; provided, however, that no
Event of Default shall result from the Borrower’s failure to deliver or cause to
be delivered such certificates or other evidence unless (i) on or prior to the
expiration date of the applicable Policy, the Administrative Agent shall not
have obtained certificates or other evidence satisfactory to it confirming that
the Policies required hereunder shall have been extended for an additional
period or shall have been replaced for an additional period with replacement
Policies that comply with the requirements set forth in this Section 8.05 and (ii)
on or prior to the fifth (5th)
Business Day after the expiration of such expiring Policy, the Administrative
Agent shall not have received certificates of insurance evidencing the extension
of the existing Policies or replacement Policies for an additional period
accompanied by evidence satisfactory to the Administrative Agent of payment of
the Insurance Premiums then due thereunder.




(c)  Each
Policy shall (i) provide that adjustment and settlement of any claim equal to or
in excess of the Insurance Threshold Amount shall be subject to the approval of
the Administrative Agent in accordance with Section 10.01(b);
provided that
so long as no Event of Default exists, the Borrower may, upon notice to the
Administrative Agent, settle and adjust any claim with respect to a Casualty
Event in excess of the Insurance Threshold Amount without the prior consent of
the Administrative Agent and the Borrower is hereby authorized to collect the
Insurance Proceeds with respect to any such claim; provided that such
adjustment is carried out in a competent and timely manner; (ii) include
permission by the insurer for the parties to the transaction to waive all rights
of subrogation against each other; (iii) to the extent such provisions are
reasonably obtainable, provide that such insurance shall not be impaired or
invalidated by virtue of (1) any act, failure to act or negligence of, or
violation of declarations, warranties or conditions contained in such policy by,
the Borrower, the Administrative Agent, the Lenders or any other named insured,
additional insured, or loss payee, except for the willful misconduct of the
Administrative Agent or the Lenders knowingly in violation of the conditions of
such Policy or (2) any foreclosure or other proceeding or notice of sale
relating to the Projects; (iv) be subject to a deductible, if any, not greater
than $10,000 (except as otherwise specifically provided in or permitted by Section 8.05(a)); (v)
contain an endorsement providing that none of the Administrative Agent, the
Lenders or the Borrower shall be, or shall be deemed to be, a co-insurer with
respect to any risk insured by such Policy; (vi) include effective waivers by
the insurer of all claims  for insurance premiums against any loss
payees, additional insureds and named insureds (other than the Borrower
Parties); (vii) provide that if all or any part of such Policy shall be canceled
or terminated, or shall expire, the insurer will forthwith give notice thereof
to each named insured, additional insured and loss payee and that no
cancellation, termination, expiration, reduction in amount of, or material
change (other than an increase) in, coverage thereof shall be effective until at
least thirty (30) days after receipt by each named insured, additional insured
and loss payee of written notice thereof; and (viii) provide that the
Administrative Agent shall not be liable for any Insurance Premiums thereon or
subject to any assessments thereunder.




(d)  If
any such Insurance Proceeds required to be paid to the Administrative Agent are
instead made payable to the Borrower, the Borrower hereby appoints the
Administrative Agent as its attorney-in-fact, irrevocably and coupled with an
interest, to endorse and/or transfer any such payment to the Administrative
Agent (on behalf of the Lenders).




(e)  Except as
otherwise provided by the terms of the blanket insurance policies maintained by
the Borrower and/or its Affiliates with respect to the Borrower and the Projects
as of the Closing Date, or comparable blanket policies that may be obtained by
the Borrower and/or its Affiliates after the Closing Date, any blanket insurance
Policy shall specifically allocate to the Projects the amount of coverage from
time to time required hereunder and shall otherwise provide the same protection
as would a separate Policy insuring only the Projects in compliance with the
provisions of Section 8.05(a).




(f)  All
Policies of insurance provided for or contemplated by Section 8.05(a)
shall be primary coverage and, except for the Policy referenced in Section 8.05(a)(v),
shall name the Borrower as the insured and the Administrative Agent (on behalf
of the Lenders) and its successors and/or assigns as the additional insured (or
in the case of property insurance, as the “mortgagee”), as its interests may
appear, and in the case of property damage, boiler and machinery, flood,
earthquake and terrorism insurance, shall contain a standard non-contributing
mortgagee endorsement in favor of the Administrative Agent providing that the
loss thereunder shall be payable to the Administrative Agent.  The
Borrower shall not procure or permit any of its constituent entities to procure
any other insurance coverage which would be on the same level of payment as the
Policies or would adversely impact in any way the ability of the Administrative
Agent or the Borrower to collect any proceeds under any of the
Policies.  All polices must EXACTLY state the following: Eurohypo AG,
New York Branch Its successors and assigns 1114 Avenue of the Americas 29th Floor
New York, NY 10036 Attn: Director of Portfolio Operations.




(g)  Without
limiting the obligations of the Borrower under the foregoing provisions of this
Section 8.05,
if at any time the Administrative Agent is not in receipt of written evidence
that all insurance required hereunder is in full force and effect, the
Administrative Agent shall have the right, without notice to the Borrower, to
take such action as the Administrative Agent deems necessary to protect its
interest in the Projects, including, without limitation, the obtaining of such
insurance coverage as the Administrative Agent in its sole discretion deems
appropriate and all premiums incurred by the Administrative Agent in connection
with such action or in obtaining such insurance and keeping it in effect shall
be paid by the Borrower to the Administrative Agent upon demand and until paid
shall be secured by the Deed of Trust and shall bear interest at the
Post-Default Rate.




(h)  In the
event of foreclosure of the Deed of Trust or other transfer of title to any
Project in extinguishment in whole or in part of the obligations thereunder, all
right, title and interest of the Borrower in and to the Policies that are not
blanket Policies then in force concerning such Project and all proceeds payable
thereunder shall thereupon vest in the purchaser at such foreclosure or the
Administrative Agent or other transferee in the event of such other transfer of
title.




(i)  The
Polices shall be issued by financially sound and responsible insurance companies
authorized to do business in the state in which the Projects are located and be
approved by the Administrative Agent.  The insurance companies shall
have (i) a general policy and claims paying ability rating of A or better and a
financial class of IX or better (and, as to the coverages for terrorism,
terrorist acts and earthquake, a general policy and claims paying ability rating
of A minus or better and a financial class of VII or better) by A.M. Best
Company, Inc.; provided, however, that the
Borrower shall be permitted to maintain (at levels other than the primary layer
of insurance) up to twenty percent (20%) of the total required all-risk
insurance coverage required under subsection 8.05(a)(i)
with insurance companies having a general policy and claims paying ability
rating of less than A and a financial class of less than IX provided such
companies have at least a general policy and claims paying ability rating of A
minus or better and a financial class of VII or better, provided such insurance
companies are also issuing earthquake coverage to the Borrower or (ii) an
investment grade rating for claims paying ability of “AA” by S&P or the
equivalent rating by one or more credit rating agencies approved by the
Administrative Agent.




(j)           The LP Borrower Insurance
Program.  Solely as to the Ground Leased Property (and not any
other portion of the Trillium Project), the Borrower Parties shall be deemed in
compliance with their obligations to maintain casualty insurance pursuant to
Section 8.05 of
this Agreement provided that (i) the Ground Lessee maintains the casualty
insurance required pursuant to the provisions of the Ground Lease and (ii) the
Borrower shall have used commercially reasonable efforts to have the
Administrative Agent named as an additional insured or loss payee thereunder,
and in any event the LP Borrower is named as an additional insured or loss payee
thereunder in accordance with the provisions of the Ground Lease.





8.06  Real Estate Taxes and Other
Charges.




(a)  Subject
to the provisions of subsection (b) of
this Section
8.06, and the last sentence of this subsection (a), the Borrower shall
pay all Real Estate Taxes and Other Charges now or hereafter levied or assessed
or imposed against each Project or any part thereof before fine, penalty,
interest or cost attaches thereto.  Subject to the provisions of
subsection (b) of this Section 8.06, upon the request of the Administrative
Agent, the Borrower shall furnish to the Administrative Agent receipts for, or
other evidence reasonably satisfactory to the Administrative Agent of, the
payment of Real Estate Taxes and Other Charges in compliance with this Section
8.06.  Without limiting the foregoing as it relates to the Projects or
any portion of the Trillium Project other than the Ground Leased Property,
solely as to the LP Borrower and the Ground Leased Property (and not any other
portion of the Trillium Project), subject to the provisions of subsection (b) of
this Section 8.06, the LP Borrower’s obligations hereunder with respect to the
Ground Leased Property shall be to pay all Real Estate Taxes and Other Charges
(but, in the case of Other Charges, only to the extent such Other Charges could
become a lien on the Ground Leased Property senior in priority to the lien of
the Deed of Trust) now or hereafter levied or assessed or imposed against the
Ground Leased Property or any part thereof before any fine, penalty, interest or
cost attaches thereto if and to the extent, the Ground Lessee shall not have
timely paid such Real Estate Taxes and Other Charges in accordance with the
terms of the Ground Lease.




(b)  After
prior written notice to the Administrative Agent, the Borrower, at its own
expense, may contest by appropriate legal proceedings or other appropriate
actions, promptly initiated and conducted in good faith and with due diligence,
the amount or validity or application in whole or in part of any Real Estate
Taxes and Other Charges, provided
that:




(i)  Reserved;




(ii)  the
Borrower shall pay the Real Estate Taxes and Other Charges under protest unless
such proceeding shall suspend the collection of the Real Estate Taxes and Other
Charges;




(iii)  such
proceeding shall be permitted under and be conducted in accordance with the
applicable provisions of any other instrument governing the contest of Real
Estate Taxes or Other Charges to which the Borrower or the Projects is subject
and shall not constitute a default thereunder;




(iv)  such
proceeding shall be conducted in accordance with all Applicable
Laws;




(v)  neither
the Projects nor any part thereof or interest therein will, in the reasonable
opinion of the Administrative Agent, be in danger of being sold, forfeited,
terminated, cancelled or lost during the pendency of the
proceeding;




(vi)  unless
paid under protest, the Borrower shall have furnished such security as may be
required in the proceeding, or as may be reasonably requested by the
Administrative Agent (but in no event less than 110% of the Real Estate Taxes or
Other Charges being contested), to insure the payment of any such Real Estate
Taxes and Other Charges, together with all interest and penalties thereon;
and




(vii)  the
Borrower shall promptly upon final determination thereof or upon the failure of
the existence of (ii), (iii), (iv) or (v) above pay
the amount of such Real Estate Taxes or Other Charges, together with all costs,
interest and penalties.




8.07  Maintenance of the Projects;
Alterations.  The Borrower shall:




(i)  maintain
or cause to be maintained each Project in good condition and repair in a manner
consistent with a Class-A office building located in the relevant submarket in
which such Project is located in Los Angeles County, California, and make all
reasonably necessary repairs or replacements thereto; provided, however, without
limiting the foregoing as it relates to the Projects or any portion of the
Trillium Project other than the Ground Leased Property, solely as to the LP
Borrower and the Ground Leased Property (and not any other portion of the
Trillium Project), the LP Borrower’s obligations hereunder shall be to use
commercially reasonable efforts to enforce the provisions of the Ground Lease
requiring the Ground Lessee to maintain or cause to be maintained the Ground
Leased Property and the Hilton Hotel Improvements in good condition and repair
in a manner consistent with the requirements of the Ground Lease;




(ii)  except
for work that constitutes required work under Section 8.21, not
remove, demolish or structurally alter, or permit or suffer the removal,
demolition or structural alteration of, any of the Improvements or make any
alteration that may have a Material Adverse Effect or involve a cost in the
aggregate for such alteration and all other alterations involving a single work
of improvement (or related group of improvements) which is anticipated to exceed
the lesser of (A) $5,000,000 or (B) ten percent (10%) of the Appraised Value of
such Project, without the prior consent of the Administrative Agent; provided, however, that the
Administrative Agent’s consent shall not be required for tenant improvement work
performed pursuant to the terms and provisions of an Approved Lease which (upon
completion of such work) does not adversely affect any structural component of
any Improvements, any utility or HVAC system contained in any Improvements or
the exterior of any building (excluding signage or other alterations that would
not otherwise require the consent of the Administrative Agent under this Section 8.07(ii) in
the absence of this proviso) constituting a part of any Improvements at any
Project; and provided, further, that the
Administrative Agent’s consent shall not be unreasonably withheld for any
alterations that are required by Applicable Law and otherwise require the
consent of the Administrative Agent under this Section 8.07(ii);
provided, however, without
limiting the foregoing, as it relates to the Projects or any portion of the
Trillium Project other than the Ground Leased Property, solely as to the LP
Borrower and the Ground Leased Property (and not any other portion of the
Trillium Project), the LP Borrower’s obligation hereunder shall be to use
commercially reasonable efforts to enforce the provisions of the Ground Lease
that require the Ground Lessee to obtain the consent of the LP Borrower for any
removal, demolition or structural alteration of, any of the Hilton Hotel
Improvements on the Ground Leased Property or the making of any alteration
thereto, and (unless required by the terms of the Ground Lease) the LP Borrower
shall not grant any such consent without the prior consent of the Administrative
Agent (which consent shall not be unreasonably withheld for any alterations that
are required by Applicable Law) if such removal, demolition or alteration would
(A) have a Material Adverse Effect or (B) involve a cost in the aggregate for
such alteration and all other alterations involving a single work of improvement
(or related group of improvements) which is anticipated to exceed the lesser of
(1) $5,000,000 or (2) ten percent (10%) of the Appraised Value of the Trillium
Project; provided, however, that the
Administrative Agent’s consent shall not be required for any such removal,
demolition or alteration that (x) does not require the LP Borrower’s consent
under the Ground Lease or (y) pertains to tenant improvement work which (upon
completion of such work) does not adversely affect any structural component of
any Hilton Hotel Improvements, any utility or HVAC system contained in any
Hilton Hotel Improvements or the exterior of any building (excluding signage or
other alterations that would not otherwise require the consent of the
Administrative Agent under this Section 8.07(vi)(2)
in the absence of this proviso) constituting a part of any Hilton Hotel
Improvements;




(iii)  complete
promptly and in a good and workmanlike manner any Improvements which may be
hereafter constructed and, subject to the terms of the Loan Documents
(including, without limitation, Section 10.03),
promptly restore (in compliance with Section 10.03)
in like manner any portion of the Improvements which may be damaged or destroyed
thereon from any cause whatsoever, and pay when due all claims for labor
performed and material furnished therefor, subject to the Borrower’s right to
contest any such claims (as long as, with respect to any claim for which a
mechanic’s lien has been filed, such contested claims have been bonded over to
the satisfaction of the Administrative Agent within thirty (30) days of the date
of filing); provided, however, without
limiting the foregoing as it relates to the Projects or any portion of the
Trillium Project other than the Ground Leased Property, solely as to the LP
Borrower and the Ground Leased Property (and not any other portion of the
Trillium Project), the LP Borrower’s obligation hereunder shall be to use
commercially reasonable efforts to enforce the provisions of the Ground Lease
that require the Ground Lessee to complete promptly and in a good and
workmanlike manner any Hilton Hotel Improvements which may be hereafter
constructed and promptly to restore in like manner any portion of such Hilton
Hotel Improvements which may be damaged or destroyed thereon from any cause
whatsoever, and to enforce the provisions that require the Ground Lessee to pay
when due all claims for labor performed and material furnished therefor, subject
to the right of the Ground Lessee under any applicable provisions of the Ground
Lease to contest such claims and further subject to the LP Borrower’s right to
contest any such claims (as long as, with respect to any such claim for which a
mechanic’s lien has been filed and that encumbers the LP Borrower’s right, title
or interest in the Trillium Project or the Ground Leased Property, such claims
contested by the LP Borrower have been bonded over to the satisfaction of the
Administrative Agent within thirty (30) days of the date of
filing);




(iv)  not
commit, or permit, any waste of the Projects; provided, however, without
limiting the foregoing as it relates to the Projects or any portion of the
Trillium Project other than the Ground Leased Property, solely as to the LP
Borrower and the Ground Leased Property (and not any other portion of the
Trillium Project), the LP Borrower’s obligation hereunder shall be not to itself
commit any waste to the Ground Leased Property, and to use commercially
reasonable efforts to enforce any applicable provisions of the Ground Lease and
the LP Borrower’s rights under Applicable Law that prohibit the commission of
waste by the Ground Lessee, and in the event that the Ground Lessee breaches any
of its obligations under the Ground Lease that are referenced in this Section in
any material respect, the LP Borrower shall provide the Administrative Agent
with notice promptly upon becoming aware thereof, and, if such breach could
reasonably be expected to have an LP Borrower MAE Effect, the LP Borrower shall
furnish to the Administrative Agent for the benefit of the Lenders such security
as may be reasonably requested by the Administrative Agent, to ensure that the
failure of the Ground Lessee to comply with such obligation shall not have an LP
Borrower MAE Effect; and




(v)  not
remove any item from the Projects without replacing it with a comparable item of
equal quality, value and usefulness, except that the Borrower may sell or
dispose of in the ordinary course of the Borrower’s business any property which
is obsolete.




8.08  Further
Assurances.  The Borrower will, and will cause each of the
other Borrower Parties to, promptly upon request by the Administrative Agent,
execute any and all further documents, agreements and instruments, and take all
such further actions which may be required under any applicable law, or which
the Administrative Agent may reasonably request, to effectuate the Transactions,
all at the sole cost and expense of the Borrower.  The Borrower, at
its sole cost and expense, shall take or cause to be taken all action required
or requested by the Administrative Agent to maintain and preserve the Liens of
the Security Documents and the priority thereof.  The Borrower shall
from time to time execute or cause to be executed any and all further
instruments, and register and record such instruments in all public and other
offices, and shall take all such further actions, as may be necessary or
requested by the Administrative Agent for such purposes, including timely filing
or refiling all continuations and any assignments of any such financing
statements, as appropriate, in the appropriate recording offices.




8.09  Performance of the Loan
Documents.  The Borrower shall observe, perform and satisfy all
the terms, provisions, covenants and conditions required to be observed,
performed or satisfied by it under the Loan Documents, and shall pay when due
all costs, fees and expenses required to be paid by it under the Loan
Documents.




8.10  Books and Records;
Inspection Rights.  The Borrower will, and will cause each of
the other Borrower Parties to, keep proper books of record and account in which
full, true and correct entries are made of all dealings and transactions in
relation to its business and activities.  The Borrower will, and will
cause each of the other Borrower Parties to, permit any representatives
designated by the Administrative Agent or any Lender, upon reasonable prior
notice, to visit and inspect its properties (subject to the proviso set forth in
Section
8.11(a)), to examine and make extracts from its books and records, and to
discuss its affairs, finances and condition with its officers and independent
accountants, all at such reasonable times (during normal business hours) and as
often as reasonably requested.  Without limiting the foregoing as it
relates to the Projects or any portion of the Trillium Project other than the
Ground Leased Property, solely with respect to the LP Borrower and the Ground
Leased Property (and not any other portion of the Trillium Project), this Section 8.10 (and any
similar provision of this Agreement or other Loan Documents granting any rights
of entry to, or inspection of, the Ground Leased Property) shall be subject to
the provisions of the Ground Lease and the rights of the Ground Lessee and other
occupants thereof.




8.11  Environmental
Compliance.




(a)  Environmental
Covenants.  The Borrower covenants and agrees
that:




(i)  all uses
and operations on or of each Project, whether by the Borrower or any other
Person (except with respect to the Ground Leased Property, any other Person
shall not mean to include the Ground Lessee or other occupants of the Ground
Leased Property), shall be in compliance with all Environmental Laws and permits
issued pursuant thereto; provided, however, that,
without limiting the foregoing as it relates to the Projects or any portion of
the Trillium Project other than the Ground Leased Property, solely with respect
to the Ground Leased Property, the LP Borrower’s obligation hereunder shall be
to use commercially reasonable efforts to enforce the provisions of the Ground
Lease that relate to the obligations of the Ground Lessee to comply with all
Environmental Laws;




(ii)  except
for Releases incidental to the Use of Hazardous Substances permitted by clause (iii)below
and in compliance with all Applicable Laws, the Borrower shall not permit a
Release of Hazardous Substances in, on, under or from any Project; provided, however, that,
without limiting the foregoing as it relates to the Projects or any portion of
the Trillium Project other than the Ground Leased Property, with respect to the
Ground Leased Property, the LP Borrower’s obligation hereunder shall be not to
Release or cause a Release of Hazardous Substances in, on, under or from the
Ground Leased Property, and the LP Borrower shall use commercially reasonable
efforts to enforce any applicable provisions of the Ground Lease and the LP
Borrower’s rights under Applicable Law that prohibit any such Release by the
Ground Lessee;




(iii)  the
Borrower shall not knowingly permit Hazardous Substances in, on, or under any
Project, except those that are in compliance with all Environmental Laws and of
types and in quantities customarily used in the ownership, operation and
maintenance of buildings similar to the Projects (i.e., materials used in
cleaning and other building operations) and shall (with respect to the Ground
Leased Property, to the extent permitted by the Ground Lease and within the LP
Borrower’s reasonable control) undertake to supervise and inspect activities
occurring on the Projects as may be reasonably prudent to comply with the
foregoing obligation; provided, however, that,
without limiting the foregoing as it relates to the Projects or any portion of
the Trillium Project other than the Ground Leased Property, solely with respect
to the LP Borrower and the Ground Leased Property, the LP Borrower’s obligation
hereunder shall be to use commercially reasonable efforts to enforce the
provisions of the Ground Lease and the LP Borrower’s rights under Applicable Law
that relate to the use of Hazardous Substances by the Ground
Lessee;




(iv)  except as
disclosed in Schedule
8.11 or as specifically described in the Environmental Reports, the
Borrower shall not permit any underground storage tanks to be in, on, or under
any Project, and shall operate, maintain, repair and replace any such
underground storage tank so disclosed in compliance with all Applicable Laws;
provided, however, that, solely
with respect to the Ground Leased Property (and to the extent within the LP
Borrower’s reasonable control) the LP Borrower’s obligation shall be to use
commercially reasonable efforts to enforce any applicable provisions of the
Ground Lease and the LP Borrower’s rights under Applicable Law to cause any such
underground storage tank located on the Ground Leased Property to be operated,
maintained, repaired and replaced in compliance with Applicable
Law;




(v)  Reserved;




(vi)  the
Borrower shall keep each Project free and clear of all Liens and other
encumbrances imposed pursuant to any Environmental Law, whether due to any act
or omission of the Borrower or any other Person  (collectively, “Environmental
Liens”); provided, however, that , solely with respect to the Ground
Leased Property, the LP Borrower’s obligation hereunder shall be to use
commercially reasonable efforts to enforce any applicable provisions of the
Ground Lease that prohibit any Environmental Liens due to any act or omission of
the Ground Lessee or its subtenants or licensees;




(vii)  notwithstanding
clause (iii)above, the Borrower shall not, or knowingly permit any other Person to,
install any asbestos or asbestos containing materials on any Project, and shall
upon and following the Closing Date implement, comply with and maintain in
effect an operations and maintenance program with respect to any existing
asbestos or asbestos containing materials located at any Project; provided, however, that, solely
with respect to the Ground Leased Property, the LP Borrower’s obligation
hereunder shall be upon and following the Closing Date to use commercially
reasonable efforts to enforce any applicable provisions of the Ground Lease or
its rights under Applicable Law that require the Ground Lessee to implement,
comply with and maintain in effect an operations and maintenance program with
respect to any existing asbestos or asbestos containing materials located at the
Ground Leased Property;




(viii)  the
Borrower shall cause (or with respect to the Ground Leased Property, the LP
Borrower shall use commercially reasonable efforts to enforce the provisions of
the Ground Lease so as to cause) the Remediation of  Hazardous
Substances present on, under or emanating from any Project, or migrating onto or
into any Project, in accordance with this Agreement and applicable Environmental
Laws subject to the right to contest such Remediation in accordance with Section 7(a)of the
Environmental Indemnity (and subject, in the case of the Ground Leased Property,
to any rights of the Ground Lessee under the Ground Lease); and




(ix)  the
Borrower shall provide (or with respect to the Ground Leased Property, the LP
Borrower shall use commercially reasonable efforts to enforce the provisions of
the Ground Lease so as to provide) the Administrative Agent, the Lenders and
their representatives (A) with access, upon prior reasonable notice, at
reasonable times (during normal business hours) to all or any portion of any
Project for purposes of inspection; provided that such
inspections shall not unreasonably interfere with the operation of such Project
or the tenants or occupants thereof, and shall be subject to the rights of
tenants under their Leases (and the rights of the Ground Lessee under the Ground
Lease and the rights of subtenants or other occupants under their subleases),
and the Borrower shall cooperate with the Administrative Agent, the Lenders and
their representatives in connection with such inspections, including, but not
limited to, providing (or with respect to the Ground Leased Property, using
commercially reasonable efforts to enforce the provisions of the Ground Lease so
as to cause the Ground Lessee to provide) all relevant information and making
knowledgeable persons available for interviews and (B) promptly upon
request, copies of all environmental investigations, studies, audits, reviews or
other analyses conducted by or that are in the possession or control of the
Borrower in relation to any Project, whether heretofore or hereafter
obtained.




In the
event that the Ground Lessee breaches any of its obligations under the Ground
Lease that are referenced in this Section 8.11 in any
material respect, the LP Borrower shall provide the Administrative Agent with
notice promptly upon becoming aware thereof, and, if such breach could
reasonably be expected to have an LP Borrower MAE Effect, the LP Borrower shall
furnish to the Administrative Agent for the benefit of the Lenders such security
as may be reasonably requested by the Administrative Agent, to ensure that the
failure of the Ground Lessee to comply with such obligation shall not have an LP
Borrower MAE Effect.  Nothing contained in this Section 8.11 shall
limit the rights of the Administrative Agent or any Lender for indemnification
under the terms of the Environmental Indemnity Agreement.




(b)  Environmental
Notices.  The Borrower shall promptly provide notice to the
Administrative Agent of:




(i)  all
Environmental Claims asserted or threatened against the Borrower or any other
Person occupying any Project or any portion thereof or against any Project which
become known to the Borrower;




(ii)  the
discovery by the Borrower of any occurrence or condition on any Project or on
any real property adjoining or in the vicinity of any Project which could
reasonably be expected to lead to an Environmental Claim against the Borrower,
any Project, the Administrative Agent or any of the Lenders;




(iii)  the
commencement or completion of any Remediation at any Project; and




(iv)  any
Environmental Lien filed against any Project.




In
connection therewith, the Borrower shall transmit to the Administrative Agent
copies of any citations, orders, notices or other written communications
received from any Person and any notices, reports or other written
communications and copies of any future Environmental Reports whether or not
submitted to any Governmental Authority with respect to the matters described
above.




8.12  Management of the
Projects.




(a)  The
Borrower shall (i) cause each Project to be managed by the Property Manager in
accordance with the Property Management Agreement, (ii) promptly perform and
observe all of the material covenants required to be performed and observed by
the Borrower under the Property Management Agreement and do all things necessary
to preserve and to keep unimpaired its material rights thereunder, (iii)
promptly notify the Administrative Agent of any material default under the
Property Management Agreement of which it is aware and (iv) promptly enforce the
performance and observance of all of the material covenants required to be
performed and observed by the Property Manager under the Property Management
Agreement.




(b)  If
(i) an Event of Default exists, (ii) the Property Manager is
insolvent, or (iii) the Property Manager is in default of any material covenant
or obligation under the Property Management Agreement beyond the expiration of
any applicable grace period set forth therein, the Borrower shall, at the
request of the Administrative Agent, promptly terminate the Property Management
Agreement and replace the Property Manager with a property manager approved by
the Administrative Agent pursuant to a Property Management Agreement on terms
and conditions reasonably satisfactory to the Administrative Agent.




8.13  Leases.  The
Borrower shall (a) upon the Closing Date, assign to the Administrative Agent (on
behalf of the Lenders) any and all Leases, including the Ground Lease, and/or
all Rents payable thereunder, including, but not limited to, any Lease which is
now in existence or which may be executed after the Closing Date, (b) promptly
perform and fulfill, or cause to be performed and fulfilled, each and every
material term and provision of the Borrower’s obligations under the Leases and
the LP Borrower’s obligations under the Ground Lease, including the performance
of any tenant improvement work required with respect thereto, (c) give to the
Administrative Agent a copy of each notice of default given to any tenant under
a Major Lease or sent by any tenant thereunder to the Borrower, including a copy
of each notice of default given to the Ground Lessee by the LP Borrower or sent
by the Ground Lessee to the LP Borrower, (d) consistent with good business
practices and in the best interests of the affected Project, enforce its rights
with regard to all Leases and the Ground Lease unless otherwise approved by the
Administrative Agent, (e) use its commercially reasonable efforts to lease the
Projects, (f) diligently enforce the terms of each Lease with respect to any
construction work to be performed by the tenant thereunder so that such work is
performed in a manner which will cause a minimum amount of disruption to the
tenants then in occupancy at any such Project and in a manner so as not to cause
a default by the Borrower under any other tenants’ Leases or provide the basis
for any abatement or set off by any other tenant of the rent payable under any
such Lease, or a claim by any other tenant for breach of warranty of
habitability or similar claim, and the LP Borrower shall diligently enforce the
terms of the Ground Lease with respect to any construction work to be performed
by the Ground Lessee thereunder, and (g) prior to entering into any new Lease
with a retail tenant provide a copy of the Borrower’s standard form of retail
lease to the Administrative Agent for review and approval, which approval shall
not be unreasonably withheld or delayed.




8.14  Tenant
Estoppels.  If and to the extent not obtained and delivered to
the Administrative Agent as of the Closing Date, Borrower shall use commercially
reasonable efforts to obtain estoppel certificates in form and substance
satisfactory to the Administrative Agent from tenants covering at least
seventy-five percent (75%) of all the leased space in the Projects as promptly
as possible following the Closing Date.  Without limiting the
foregoing, At the Administrative Agent’s request, at any time while an Event of
Default exists and otherwise from time to time upon the joint agreement of the
Borrower and the Administrative Agent, with each acting reasonably, the Borrower
shall request and use commercially reasonable efforts to obtain and furnish to
the Administrative Agent written estoppels in form and substance satisfactory to
the Administrative Agent, executed by tenants under Leases in any Project and
confirming the term, rent, and other provisions and matters relating to the
Leases.  Borrower further hereby agrees that, while an Event of
Default exists, the Administrative Agent may exercise all rights of the Borrower
under the Leases to request the delivery of estoppels from the tenants
thereunder.




8.15  Subordination,
Non-Disturbance and Attornment Agreements.  The Borrower shall
use commercially reasonable efforts to provide to the Administrative Agent SNDA
Agreements executed by each tenant under a Major Lease prior to the Closing
Date; provided,
however, that
in addition to the obligations set forth in Section 9.09(c), if
the Borrower does not obtain all such SNDA Agreements by the Closing Date, the
Borrower shall continue to use commercially reasonable efforts to obtain such
SNDA Agreements after the Closing Date.




8.16  Operating Plan and
Budget.




(a)  Commencing
with the budget for the calendar year 2008 and then annually thereafter, the
Borrower shall submit to the Administrative Agent an annual budget for each
Project (each an “Annual Budget”), in
form and substance reasonably satisfactory to the Administrative Agent setting
forth in detail budgeted monthly Operating Income and monthly Operating Expenses
for each such Project (which may be in the form of the calendar year 2008 budget
for each Project provided to the Administrative Agent prior to the Closing
Date).  The Annual Budget for each year shall be delivered together
with the annual financial statement for the preceding year pursuant to Section
8.01(a).  During any Low DSCR Trigger Period but not otherwise,
the Administrative Agent shall have the right to approve such Annual Budget
(including, without limitation, the Annual Budget for the portions of the
calendar year in which such Low DSCR Trigger Period occurs following after the
commencement of such Low DSCR Trigger Period).  Within fifty (50) days
following the end of any calendar quarter which comprises a Low DSCR Trigger
Period, the Borrower shall deliver to the Administrative Agent for its approval
the Annual Budget (in the format as described above) for the calendar year in
which such Low DSCR Trigger Period occurs (together with a reconciliation to
that Annual Budget of actual revenues and expenses year-to-date), and shall
thereafter deliver to Administrative Agent for its approval the Annual Budget
(in the format as described above) proposed by the Borrower for the succeeding
calendar year, by no later than the November 15 preceding such calendar
year.  The Administrative Agent shall not unreasonably withhold its
approval of any Annual Budget as required hereunder; provided,however, that if
during any Low DSCR Trigger Period the actual monthly Operating Expenses exceed
budgeted Operating Expenses in any month during any period by more than ten
percent (10%), the Administrative Agent shall have the right to require the
Borrower to submit for its approval a revised Annual Budget for review and
approval by the Administrative Agent in its sole discretion.  If the
Administrative Agent objects to any proposed Annual Budget for which approval is
required hereunder, the Administrative Agent shall advise the Borrower of such
objections within fifteen (15) Business Days after receipt thereof (and deliver
to the Borrower a reasonably detailed description of such objections), and the
Borrower shall within five (5) days after receipt of notice of any such
objections revise such Annual Budget and resubmit the same to the Administrative
Agent (such procedure to be repeated until such time as the Administrative Agent
shall approve such Annual Budget).  Each such Annual Budget submitted
to and (to the extent that such approval is required hereunder) approved by the
Administrative Agent in accordance with terms hereof, as well as the budget for
the current calendar year approved by the Administrative Agent on the Closing
Date, shall hereinafter be referred to as an “Approved Annual
Budget”.  Until such time that the Administrative Agent has
approved a proposed Annual Budget for which its approval is required hereunder,
the most recently Approved Annual Budget shall apply for purposes of this Section 8.16; provided that such
Approved Annual Budget shall be adjusted to reflect actual increases in real
estate taxes, insurance premiums, utilities expenses and other fixed costs and
shall otherwise be adjusted to reflect any change during the preceding year in
the Consumer Price Index.  Notwithstanding the foregoing, the
Administrative Agent and the Lenders acknowledge that the Borrower is not
required to operate under the terms of an Approved Annual Budget during any
period other than a Low DSCR Trigger Period.




(b)  During
any Low DSCR Trigger Period, the Borrower may at any time propose an amendment
to an Approved Annual Budget for any Project for the remainder of the calendar
year in which such Low DSCR Trigger Period has occurred, and, when approved as
provided below, such amended Approved Annual Budget for such Project shall be
deemed to be and shall be effective as the Approved Annual Budget for such
Project for such calendar year.  Prior to making any expenditures not
reflected in any current Approved Annual Budget in excess of ten percent (10%)
of the budgeted amount therefor, the Borrower shall propose an amendment to such
Approved Annual Budget to the Administrative Agent for its approval in
accordance with the standards for the granting or withholding of consent to
Annual Budgets set forth in Section
8.16(a).  The Administrative Agent shall have fifteen (15)
Business Days after receipt of any proposed amendment to such Approved Annual
Budget to approve or disapprove such proposed amendment.




8.17  Operating
Expenses.  The Borrower shall pay all known costs and expenses
of operating, maintaining, leasing and otherwise owning the Projects (excluding
those that are the responsibility of the Ground Lessee under the Ground Lease)
on a current basis and before the same become delinquent (subject however to the
other provisions of this Agreement and the other Loan Documents), including all
interest, principal (when due) and other sums required to be paid under this
Agreement, the other Loan Documents and the Hedge Agreement, before utilizing
any revenues derived or to be derived from or in respect of the Projects for any
other purpose, including distributions or other payments to the Borrower’s
Member/General Partner.




8.18  Margin
Regulations.  No part of the proceeds of the Loans will be used
for the purpose of purchasing or acquiring any “margin stock” within the meaning
of Regulation U of the Board of Governors of the Federal Reserve System or for
any other purpose which would be inconsistent with such Regulation T, U, X or
any other Regulations of such Board of Governors, or for any purposes prohibited
by Legal Requirements.




8.19  Hedge Agreements.




(a)  The
Borrower shall obtain, or cause to be obtained by an Other Swap Pledgor, (i) no
later than thirty (30) days after the Closing Date and will at all times
thereafter maintain, or cause to be maintained by an Other Swap Pledgor, in full
force and effect, one or more Hedge Agreements in the aggregate notional amount
equal to at least one hundred percent (100%) of the Initial Advance, and (ii) in
the event the Borrower elects to obtain the Subsequent Funding Advance pursuant
to Section 2.11
of this Agreement, no later than the Expiration Date, and will at all times
thereafter maintain, or cause to be maintained by an Other Swap Pledgor, in full
force and effect, one or more Hedge Agreements in the aggregate notional amount
equal to an amount, which when combined with the Hedge Agreement(s) obtained in
satisfaction of the foregoing clause (i) is at
least seventy-five percent (75%) of the Outstanding Principal Amount of the
Loans plus the
Unused Commitments at such time (in either case, the “Aggregate Notional
Amount”), in each case, which Hedge Agreement(s) shall be approved by the
Administrative Agent in its reasonable discretion with (A) Eurohypo or its
Affiliates or (B) one or more other banks or insurance companies as
counterparties (each a “Third-Party
Counterparty”), which is effective to cause the All-in-Rate as to the
applicable Aggregate Notional Amount commencing no later than the date that is
thirty (30) days after the Closing Date or no later than the Expiration Date, as
the case may be, (or, if such day is not a Business Day, the first Business Day
thereafter) to be not in excess of the rate per annum through the Hedging
Termination Date that is necessary to satisfy a Debt Service Coverage Ratio for
all the Projects of at least 1.25:1.00 as of the date such Hedge Agreement is
entered into.  Upon the Closing Date or the Expiration Date, as
applicable, the Borrower shall deliver, or cause to be delivered by an Other
Swap Pledgor, a Hedge Agreement Pledge, substantially in the form of Exhibit G-1 attached
hereto, together with, within thirty (30) days after the Closing Date or in the
case of the Hedge Agreement(s) obtained pursuant to clause (ii) above, on or
prior to the Expiration Date, the applicable bid package, confirmation and other
documentation for such Hedge Agreement (including, without limitation, a
certificate from an Authorized Officer of the Borrower certifying that a Hedge
Agreement has been entered into on the terms set forth in the confirmation) as
may be reasonably acceptable to the Administrative Agent evidencing compliance
with the Borrower’s obligations under the provisions of this Section 8.19, and
within ten (10) days after the delivery of each such Hedge Agreement (or, in the
case of the Hedge Agreement obtained pursuant to clause (i) above, within the
thirty (30) day period referred to above) shall deliver the applicable
counterparty acknowledgment.  Any Hedge Agreement shall require
monthly fixed rate and floating rate payments and be based on a LIBO Rate of
interest having, at the Borrower’s option, successive Interest Periods (an
“Interest Rate Hedge
Period”) of one, two, three, six or twelve months (or, for the purpose of
satisfying the requirements of Section 2.10, for any
period after the Hedging Termination Date, at Borrower’s option, one or more
Interest Periods of six months) or such other Interest Periods satisfactory to
the Administrative Agent in its reasonable
discretion.  Notwithstanding anything to the contrary contained in
this Section
8.19, the Borrower or any Other Swap Pledgor shall be entitled to enter
into one or more Hedge Agreements in excess of the Aggregate Notional Amount, up
to the total amount of the Commitments or providing interest rate protection for
periods that extend beyond the Hedging Termination Date (each such agreement,
but only to the extent that it, after giving effect to all other Hedge
Agreements maintained pursuant to this Section 8.19(a),
relates to a notional amount in excess of the Aggregate Notional Amount or
provides interest rate protection for periods that extend beyond the Hedging
Termination Date, is referred to herein as an “Excess Hedge
Agreement”) on terms acceptable to the Borrower or such Other Swap
Pledgor; provided, however, that
Borrower shall deliver, or cause to be delivered by an Other Swap Pledgor, upon
the Administrative Agent’s request in accordance with the time requirements set
forth in this Section 8.19(a),
a Hedge Agreement Pledge with respect to each Excess Hedge Agreement,
substantially in the form of Exhibit G-2 attached
hereto, together with the counterparty’s acknowledgment and other instruments
provided to be delivered thereunder.




(b)  The
Borrower’s obligations under any Hedge Agreement shall not be secured by the
Deeds of Trust and shall not be secured by any Lien on or in all or any portion
of the collateral under the Security Documents, any direct or indirect interest
in the Borrower or any other Property (other than as permitted pursuant to Section
9.02(i)).




(c)  Any Hedge
Agreement with a Third-Party Counterparty is herein called a “Third-Party Hedge
Agreement.”  With respect to each Third-Party Hedge Agreement
maintained with respect to the Aggregate Notional Amount and each Excess Hedge
Agreement pledged to the Administrative Agent pursuant to Section
8.19(a):  (i) the Third-Party Counterparty providing such
Third-Party Hedge Agreement must have a long term credit rating no lower than
“A” from S&P or “A2” from Moody’s at the time of entry into such Third-Party
Hedge Agreement; provided, however, if there is
a difference in the then current S&P rating and the Moody’s rating, the
lesser rating shall be applicable; (ii) the form and substance thereof must
be satisfactory to the Administrative Agent in its reasonable discretion and in
all respects and (iii) each counterparty thereunder shall have delivered to the
Administrative Agent a counterparty’s acknowledgment in the form attached to the
Hedge Agreement Pledge applicable thereto (or in such other form as may be
acceptable to the Administrative Agent in its reasonable
discretion).




(d)  Reserved.




(e)  If the
Borrower fails for any reason or cause whatsoever to secure and maintain, or
cause to be secured and maintained by an Other Swap Pledgor, a Hedge Agreement
with respect to the Aggregate Notional Amount as and when required to do so
hereunder, such failure shall constitute an Event of Default and the
Administrative Agent shall be entitled to exercise all rights and remedies
available to it under this Agreement (for the benefit of the Lenders) and the
other Loan Documents or otherwise, including the right (but not the obligation)
of the Administrative Agent to secure or otherwise enter into one or more Hedge
Agreements with respect to the Aggregate Notional Amount with a Lender for and
on behalf of the Borrower without such action constituting a cure of such Event
of Default and without waiving the Administrative Agent’s or the Lenders’ rights
arising out of or in connection with such Event of Default.  It is
understood that Borrower’s failure to provide any Hedge Agreement required by
Section 2.10
shall not be an Event of Default or entitle the Administrative Agent to secure
or otherwise enter into one or more Hedge Agreements with respect to the
Aggregate Notional Amount, but shall instead have the consequences provided in
Section 2.10;
provided, however, that upon
entering into a Hedge Agreement pursuant to Section 2.10,
Borrower shall continue to maintain such Hedge Agreement in accordance with, and
otherwise as required by the applicable provisions of Sections 2.10 and
8.19 of this
Agreement.  If the Administrative Agent shall enter into a Hedge
Agreement with a Lender in accordance with its right to do so pursuant to this
subsection (e),
then (i) the terms and provisions of any such Hedge Agreement, including the
term thereof, shall be determined by the Administrative Agent in its sole
discretion (except that the maximum notional amount of all such Hedge Agreements
shall not exceed the Aggregate Notional Amount) and (ii) the Borrower shall pay
all of the Administrative Agent’s costs and expenses in connection therewith,
including any fees charged by the applicable counterparty, attorneys’ fees and
disbursements, and the cost of additional title insurance in an amount
determined by the Administrative Agent to be necessary to protect the
Administrative Agent and the Lenders from potential funding losses under any
Hedge Agreement provided by a Lender.




(f)  Reserved.




(g)  If the
Borrower or Other Swap Pledgor is entitled to receive a payment upon the
termination of any Hedge Agreement required by this Section 8.19, or,
while any Event of Default exists, under any Excess Hedge Agreement pledged to
the Administrative Agent pursuant to Section 8.19(a) (it
being understood that any termination payment paid with respect to any Excess
Hedge Agreement shall be delivered to the Borrower or Other Swap Pledgor at any
time while an Event of Default does not exist) such payment shall be delivered
to the Administrative Agent and applied by the Administrative Agent to any
amounts due to the Administrative Agent or the Lenders under the Loan Documents
evidencing the Loans (it being understood that any such payment applied to the
principal of the Loans shall be deemed a prepayment of such principal, and shall
be accompanied by any applicable prepayment premium resulting from such
prepayment, or such termination payment shall be applied in part to pay such
principal and in part to pay such prepayment premium) in such order and priority
as the Administrative Agent shall determine in its sole
discretion.  Notwithstanding the foregoing, if (i) at any time
upon or following any principal prepayment made pursuant to Section 2.06 the
Outstanding Principal Amount is reduced and the Borrower or Other Swap Pledgor
elects at its option to terminate or partially to terminate, or to reduce the
notional amount of, any Hedge Agreement (or is required under the terms of such
Hedge Agreement to do so) in a notional amount (in either such case) not
exceeding, respectively, the amount by which the aggregate notional amount in
effect under the Hedge Agreements then maintained pursuant hereto (other than
Excess Hedge Agreements unless pledged pursuant to the Hedge Agreement Pledge
substantially in the form of Exhibit G-1 attached
hereto) exceeds the Aggregate Notional Amount then required to be hedged
pursuant hereto or (ii) the Borrower or Other Swap Pledgor elects, in full
compliance with the terms of each Hedge Agreement Pledge, to deliver to the
Administrative Agent, in substitution for a Hedge Agreement, a substitute Hedge
Agreement, then the Borrower or Other Swap Pledgor shall have the right to do
so, and if the Borrower or Other Swap Pledgor is entitled (in the case of either
(i) or (ii) above) to receive a termination payment from the counterparty in
connection therewith, then, provided that no Event of Default then exists, the
Borrower or Other Swap Pledgor shall have the right to receive and retain such
termination payment free and clear of the Lien of the Hedge Agreement Pledge,
provided, that, after giving effect to any such termination or substitution, the
Borrower remains in compliance with its obligations under Section 8.19(a) with
respect to the maintenance of Hedge Agreements with respect to the Aggregate
Notional Amount then required to be hedged pursuant hereto and has complied (or
caused the Other Swap Pledgor to comply) with the applicable conditions
precedent set forth in Section 6(e) of the
Hedge Agreement Pledge and the certification obligations with respect thereto
set forth in the applicable Hedge Agreement Pledge and the Acknowledgment of
Security Interest delivered pursuant thereto.  The Borrower or Other
Swap Pledgor shall have the right to terminate, reduce the notional amount of or
modify any Excess Hedge Agreement and to receive any payments from the
counterparty thereunder resulting therefrom, provided that if an Event of
Default exists and such Excess Hedge Agreement has been pledged to the
Administrative Agent, then the rights and obligations of the Borrower (or Other
Swap Pledgor) and the Administrative Agent with respect thereto shall be the
same as their respective rights and obligations with respect to Hedge Agreements
maintained with respect to the Aggregate Notional Amount.




(h)  Upon
securing any Hedge Agreement required under this Section 8.19, or any
Excess Hedge Agreement pledged to the Administrative Agent pursuant to Section 8.19(a) the
Borrower agrees that the economic and other benefits of such Hedge Agreement and
all of the other rights of the Borrower or Other Swap Pledgor thereunder shall
be collaterally assigned to the Administrative Agent as additional security for
the Loans for the ratable benefit of the Lenders, pursuant to a Hedge Agreement
Pledge.  All Hedge Agreement Pledges shall be accompanied by
(i) Uniform Commercial Code financing statements, in duplicate, with
respect to such pledges and (ii) within ten (10) days after delivery of the
applicable Hedge Agreement Pledge (or within such longer period as provided in
Section 8.19(a)
above), a counterparty’s acknowledgment in the form attached to the Hedge
Agreement Pledge applicable thereto (or in such other form as may be acceptable
to the Administrative Agent in its reasonable discretion) from each counterparty
under each Hedge Agreement.




(i)  Notwithstanding
the provisions of Section 8.19(a),
following the delivery of any notice of full or partial prepayment delivered by
the Borrower pursuant to Section 2.06(a) or
any notice of a proposed release of a Project pursuant to Section 2.06(c),
Borrower’s obligation to maintain, or cause to be maintained, any Hedge
Agreement required under Section 8.19(a) shall
be suspended with respect to the full Aggregate Notional Amount (in the case of
a notice of full prepayment) or the portion of the Aggregate Notional Amount
equal to the amount to be prepaid in the case of a partial prepayment or
pursuant to Section
2.09(a)(ii) in connection with the release of a Project (in the case of a
notice of partial prepayment or notice of the release of a Project), and
Borrower or the Other Swap Pledgor may terminate or reduce the notional amount
of any Hedge Agreement theretofore entered into with respect to such suspended
portion of the Aggregate Notional Amount; provided, however, that if such notice
of prepayment or release is subsequently revoked, or if such prepayment or
release does not occur on or prior to the date identified in such notice of
prepayment or release (as such date may be postponed in accordance with the
provisions of this Agreement), then the suspension of such obligation shall
terminate, and Borrower shall be obligated to enter into and thereafter
maintain, or to cause an Other Swap Pledgor to enter into and thereafter
maintain, one or more Hedge Agreements at an agreed upon strike rate and
otherwise in full compliance with Section 8.19(a) by
not later than the end of a cumulative period during which the Hedge Agreements
otherwise required under Section 8.19(a) are
not being maintained (with respect to all such notices of prepayment or release
in the aggregate) which shall not exceed (60) days in the
aggregate.




(j)  If any
Hedge Agreement delivered by the Borrower or Other Swap Pledgor to the
Administrative Agent shall, by its terms, expire during any period in which
Borrower remains obligated to maintain a Hedge Agreement in effect pursuant to
Section
8.19(a), and as a result thereof the Borrower would not be in compliance
with its obligations under Section 8.19(a) with
respect to the maintenance of Hedge Agreements covering the Aggregate Notional
Amount, then, subject to the provisions of Section 8.19(i), the
Borrower shall deliver, or cause an Other Swap Pledgor to deliver, to the
Administrative Agent a replacement Hedge Agreement at least ten (10) Business
Days prior to the expiration date of the then current Hedge Agreement (so
as to remain in compliance with its obligations under Section 8.19(a) with
respect to the maintenance of Hedge Agreements) which replacement Hedge
Agreement shall be acceptable to the Administrative Agent in its reasonable
discretion and otherwise satisfy the requirements of this Section
8.19.




8.20  Reserved.




8.21  Required
Work.  The Borrower shall cause the work described on Schedule 8.21
attached hereto to be completed on or before the applicable dates set forth on
said schedule.  Such work shall be completed in a good and workmanlike
manner, lien-free and in accordance with all Applicable Laws.  The
Administrative Agent shall have the right to inspect such work and the
reasonable costs of such inspection shall be paid by the Borrower.  In
addition, the Borrower acknowledges receipt of the Environmental Reports and the
Property Condition Reports and agrees to address in its prudent business
judgment the recommendations contained in such reports.






ARTICLE
IX




NEGATIVE
COVENANTS OF THE BORROWER




The
Borrower covenants and agrees that, until the payment in full of the
Obligations, it will not do or permit, directly or indirectly, any of the
following:




9.01  Fundamental
Change.




(a)  Mergers; Consolidations;
Disposal of Assets.  Except as expressly provided in Section
9.03(a)(viii), none of the Borrower Parties will merge into or
consolidate with any other Person, or permit any other Person to merge into or
consolidate with it, or sell, transfer, lease (other than tenant leases pursuant
to and in accordance with Sections 8.13 and
9.09 of this
Agreement) or otherwise dispose of (in one transaction or in a series of
transactions) any substantial part of its Properties and assets whether now
owned or hereafter acquired (but excluding any Transfer permitted by Section 9.03
(including, without limitation, any sale or disposition of any Excluded
Projects) or any sale or disposition of Projects subject to and in accordance
with Section
2.09 of this Agreement or of obsolete or excess furniture, fixture and
equipment in the ordinary course of business if same is unnecessary or is
replaced with furniture, fixtures and equipment of equal or greater value and
utility), or wind up, liquidate or dissolve, or enter into any agreement to do
any of the foregoing.




(b)  Organizational
Documents.  Without the prior written consent of the
Administrative Agent, the Borrower will not, and will not permit any of the
other Borrower Parties to, make any Modification of the terms or provisions of
its Organizational Documents, except: (i) Modifications necessary to
clarifyexisting
provisions of such Organizational Documents, (ii) Modifications which would have
no adverse, substantive effect on the rights or interests of the Lenders in
conjunction with the Loans or under the Loan Documents, or
(iii) Modifications necessary to effectuate Transfers to the extent
expressly permitted in this Agreement.




9.02  Limitation on
Liens.  Except for the Liens set forth on Schedule 9.02
attached hereto, neither the Borrower, nor any of their respective Subsidiaries
shall create, incur, assume or suffer to exist any Lien upon or with respect to
any of its Property, now owned or hereafter acquired; provided, however, that the
following shall be permitted Liens except (in the case of any Lien described in
clauses (d),
(f) or (g) below) to the
extent that they would encumber any interest in any Project, any other asset
which is collateral for the Loans or any interest in Borrower:




(a)  the Liens
created by the Loan Documents; any Permitted Title Exceptions affecting the
Projects; any Permitted Liens; and any Lien for the performance of work or the
supply of materials affecting any Property (unless, in the case of any such Lien
affecting any Project, the Borrower fails to discharge such Lien by payment or
bonding (in accordance with statutory bonding requirements the effect of which
is to release such Lien from the affected Project and to limit the Lien
claimant’s rights to a recovery on the bond) on or prior to the date that is the
earlier of (i) thirty (30) days after the date of filing of such lien against
such Project and (ii) the date on which the Project (or the Borrower’s interest
therein) is in danger of being sold, forfeited, terminated, canceled or
lost);




(b)  Liens for
taxes or assessments or other government charges or levies if not yet delinquent
or if they are being contested in good faith by appropriate proceedings in
accordance with Sections 8.04(b)
and/or 8.06(b),
if applicable;




(c)  Liens
imposed by law, such as mechanic’s, materialmen’s, landlord’s, warehousemen’s
and carrier’s Liens, and other similar Liens securing obligations incurred in
the Borrower’s or their respective Subsidiary’s ordinary course of business
which, in the case of the Projects, are not past due for more than thirty (30)
days, or which are being contested in good faith by appropriate proceedings and
for which appropriate reserves have been established;




(d)  Liens or
pledges to secure the performance of bids, tenders, contracts (other than
contracts for the payment of money), leases, public or statutory obligations,
surety, stay, appeal, indemnity, performance or other similar bonds, or other
similar obligations arising in the ordinary course of the Borrower’s or their
respective Subsidiary’s business;




(e)  Judgment
and other similar Liens (which shall be subordinate to the Liens of the Deeds of
Trust, in the case of any such Lien encumbering any Project or the Borrower’s
interest therein) in an aggregate amount not in excess of $1,000,000 arising in
connection with court proceedings, but only if the execution or other
enforcement of such Liens is effectively stayed (or bonded over through the
posting of a bond in accordance with a statutory bonding procedure the effect of
which is to release such Lien from any Property of the Borrower and to limit the
Lien claimant’s rights to recovery under the bond) and the claims secured
thereby are being actively contested in good faith by appropriate proceedings
and for which appropriate reserves have been established;




(f)  Easements,
rights-of-way, restrictions and other similar non-monetary encumbrances
encumbering assets other than the Projects or any other collateral for the
Loans;




(g)  Liens on
any of the Qualified Real Estate Interests (it being understood that the Liens
permitted under this Section 9.02(g)
shall also include Liens encumbering interests in accounts, rents, leases,
management and other contracts, personal property and other items related to the
applicable Qualified Real Estate Interest and Liens on Swap Agreements entered
into in connection therewith), but only to the extent created to secure
Indebtedness incurred in connection with the acquisition, financing or
refinancing thereof, in compliance with Section 9.04(e)
or (g);




(h)  Liens
consisting of the rights of the lessor to the property covered by any equipment
lease entered into in compliance with Section 9.04(d),
provided that such lien consists solely of such rights with respect to the
leased property;




(i)  Liens
encumbering cash and other liquid assets (not constituting collateral for the
Loans to the Borrower) in the aggregate amount not to exceed the sum required to
be pledged by the Borrower or any of their respective Subsidiaries in order to
secure their respective obligations with respect to the negative value of any
Hedge Agreement or Excess Hedge Agreement entered into by the Borrower or Other
Swap Pledgor in compliance with Section 8.19 hereof
or the negative value of any Hedge Agreement entered into by the Borrower or
Other Swap Pledgor or their respective Subsidiaries in connection with the
Indebtedness permitted by Section 9.04(e) or
(g);




(j)  Liens
securing the Indebtedness permitted by Section 9.04(e) and
encumbering the specific Excluded Projects and/or other real estate assets
financed pursuant to such section (it being understood that the Liens permitted
under this Section
9.02(j) shall also include Liens encumbering interests in accounts,
rents, leases, management and other contracts, personal property and other items
related to the applicable Excluded Projects and/or other real estate assets
financed and Liens on Swap Agreements entered into in connection therewith);
and




(k)  Liens
securing the obligations of Borrower or its Subsidiaries on account of
Guarantees described in Section 9.04(h)
provided that such Liens encumber Excluded Projects (which may include Liens on
any interests in accounts, rents, leases, management and other contracts,
personal property and, other items related thereto) exclusively.




9.03  Due on Sale; Transfer;
Pledge.  Without the prior written consent of the
Administrative Agent and (subject to the last paragraph of this Section 9.03)
the Required Lenders:




(a)  None of
the Borrower, nor any Borrower Party, nor any Principal shall (w) directly
or indirectly Transfer any interest in any Project or any part thereof
(including any direct or indirect interest in any partnership, membership or
other ownership interest or other Equity Interest in the Borrower, the
Borrower’s Member/General Partner or the Borrower’s Manager); (x) directly
or indirectly grant any Lien on any direct or indirect interest in any Project
or any part thereof, whether voluntarily or involuntarily; (y) enter into
any arrangement granting any direct or indirect right or power to direct the
operations, decisions and affairs of the Borrower, the Borrower’s Member/General
Partner or the Borrower’s Manager, whether through the ability to exercise
voting power, by contract or otherwise; or (z) except as described in
clause (e) of the definition of “Permitted Liens,” enter into any easement or
other agreement granting rights in or restricting the use or development of any
Project except for easements and other agreements which, in the reasonable
opinion of the Administrative Agent, have no Material Adverse Effect; provided, however, that, the
foregoing restrictions shall not apply with respect to:




(i)  any
Transfer of direct or indirect ownership interests in the Borrower’s
Member/General Partner, or a successor to the Borrower’s Member/General Partner
(other than the ownership interests that are covered by Section 9.03(a)(ii)),
unless following such transfer, the REIT shall not directly or indirectly own
fifty-one percent (51%) or more of the ownership interests in the Borrower or
shall not directly or indirectly control the Borrower, or a Change in Control
shall result from such Transfer;




(ii)  the
Transfer of direct or indirect ownership interests in, or the admission or
withdrawal of any partner, member or shareholder to or from, the Borrower’s
Manager or any general partner, manager or managing member of any successor to
the Borrower or the Borrower’s Member/General Partner referred to in Section
9.03(a)(iii);




(iii)  the
conveyance of all of the Projects (or all of the Projects owned by a Borrower)
to a Qualified Successor Entity which assumes all of the obligations
of  the Borrower under the Loan Documents and the Contribution
Agreement in form and substance satisfactory to the Administrative Agent and in
recordable form; provided, however, that such
Qualified Successor Entity and the general partner, manager or managing member
of such Qualified Successor Entity, after giving effect to such Transfer, is in
compliance with all of the covenants of the Borrower or applicable to the
Borrower’s Manager or any Borrower Party (as applicable) contained in the Loan
Documents except as otherwise provided in the definition of “Borrower’s Manager”
(with all references herein to “Borrower” to mean such Qualified Successor
Entity,  and all references herein to “Borrower’s Manager” to mean
(except as otherwise provided in the definition of “Borrower’s Manager”) any
general partner, manager or managing member of the Qualified Successor Entity;
no Default or Event of Default is then existing or would result therefrom; and
upon the transfer of such Projects to such Qualified Successor Entity, such
Qualified Successor Entity, its controlling entity and the general partner,
manager or managing member of such Qualified Successor Entity are in compliance
in all material respects with all of the representations and warranties of the
Borrower or applicable to the  Borrower’s Manager (whether directly or
as a Borrower Party) (as applicable) contained herein and in the other Loan
Documents (after giving effect to the modifications reflecting the identity of
the transferee resulting from such transfer) except as otherwise provided in the
definition of “Borrower’s Manager” (with all references herein to “Borrower” to
mean such Qualified Successor Entity, and all references herein to “Borrower’s
Manager” to mean (except as otherwise provided in the definition of “Borrower’s
Manager”) any general partner, manager or managing member of the Qualified
Successor Entity); and provided, further, that from
and after such Transfer, in the case of a Transfer to a Qualified Successor
Entity consisting of a REIT Subsidiary, such Projects may be managed by the REIT
or any property management company owned or controlled directly or indirectly by
the REIT.  Prior to such Transfer, the Administrative Agent shall have
received and approved (which approval shall not be unreasonably withheld) the
Organizational Documents of such Qualified Successor Entity and the general
partner, manager or managing member of such Qualified Successor Entity (except
that, in the case of a Qualified Successor Entity which is a REIT Subsidiary,
there shall be no approval rights over the Organizational Documents of such
general partner, manager or managing member if it is the REIT or the Operating
Partnership ), together with such financial information relating to such
Qualified Successor Entity as the Administrative Agent may reasonably request,
and concurrently with such Transfer, the Administrative Agent shall have
received such endorsements to the Title Policies insuring ownership of the
applicable Projects by such Qualified Successor Entity and the continued
priority of the Liens of the applicable Deeds of Trust after giving effect to
the delivery by such entity of the assumption agreement referred to above
(subject only to Permitted Title Exceptions), in form and substance satisfactory
to the Administrative Agent, and such confirmation as the Administrative Agent
may require that the Hedge Agreements required under Section 8.19(a)remain in full force and effect, in compliance with Section 8.19 hereof,
as to the Loans as assumed by such Qualified Successor Entity.  In
connection with any such Transfer, the assumption agreement to be entered into
by the Borrower and the Qualified Successor Entity (and such other parties
deemed appropriate by the Administrative Agent) 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 Qualified Successor Entity 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, if and only if the Guarantor Documents
do not remain in effect after such Transfer, of such limited indemnity
agreements and guaranties as shall be deemed necessary by the Administrative
Agent to obtain recourse liability from the general partner or manager of the
Qualified Successor Entity (if such general partner or manager is not the
Guarantor) on terms consistent with the obligations of the Guarantor under the
Guarantor Documents immediately upon the Closing Date.  Upon
compliance with the foregoing requirements in connection with such Transfer, the
original 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 such 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 Qualified
Successor Entity).  As used herein, “Qualified Successor Entity” shall
mean either (I) an entity (other than the REIT, the Operating Partnership or any
Subsidiary of such REIT), majority-owned, directly or indirectly, by (A) the
Borrower and/or (B) the Borrower’s Member/General Partner, or (II) a REIT
Subsidiary (other than the Operating Partnership); and, provided further, however, that in the
case of clauses (I) and (II) above, such Qualified Successor Entity shall, from
the date of its formation, have been in compliance with the provisions of Sections 9.02, 9.04 and 9.05 hereof as if
each reference therein to “Borrower” were to mean and refer to such Qualified
Successor Entity;




(iv)  entering
into Approved Leases or the granting of Liens expressly permitted by the Loan
Documents;




(v)  [reserved];




(vi)  any
Transfers which are permitted under Section
14.31;




(vii)  any
Transfers expressly permitted by the Loan Documents; and




(viii)  any of
the following so long as no Change of Control shall result
therefrom:  (A) any Transfer or issuance (whether through public
offerings, private placements or other means) of shares or Equity Interests in
the REIT or the Operating Partnership; (B) any conversion, into securities
of the REIT, of partnership units or other Equity Interests of the Operating
Partnership; (C) any issuance or Transfer of any Equity Interests in any REIT
Subsidiary owning any direct or indirect Equity Interests in any Borrower Party,
so long as following such issuance or Transfer the REIT shall directly or
indirectly own fifty-one percent (51%) or more of the ownership interests in the
Borrower and shall directly or indirectly control the Borrower; and/or (C) any
merger, consolidation, dissolution, liquidation, reorganization, sale, lease or
other transaction involving any Person other than the Borrower so long as the
REIT (or, as applicable, a REIT Subsidiary) is the surviving entity and the REIT
thereafter directly or indirectly owns fifty-one percent (51%) or more of the
ownership interests in the Borrower and directly or indirectly controls the
Borrower.




(b)  [reserved];




(c)  [reserved];
and




(d)  As used
in Sections
9.03(a)(i), (a)(iii) and (a)(viii), “control”
(including, with its correlative meanings, “controlled by” and “under common
control with”) shall mean possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies (whether through
ownership of securities or partnership or other ownership interests, by contract
or otherwise) of such Person.




Notwithstanding
the foregoing provisions of this Section 9.03,
any Transfer of a direct or indirect ownership interest in the Borrower, the
Borrower’s Member/General Partner, the Borrower’s Manager or any Qualified
Successor Entity or any general partner, manager or managing member of any
Qualified Successor Entity shall be further subject to the requirement that,
after giving effect to such Transfer, the Borrower, the Borrower’s
Member/General Partner, the Borrower’s Manager, any Qualified Successor Entity
and its controlling entity and general partner or manager shall be in compliance
with all applicable laws applicable to such Persons and relating to such
Transfer, including the USA Patriot Act and regulations issued pursuant thereto
and “know your customer” laws, rules, regulations and orders.  In
addition, any such Transfer (except for any Transfer of publicly-traded stocks
in the REIT or any Transfers that are permitted by Section
9.03(a)(viii)) shall be further subject to (w) the Borrower providing
prior written notice to Administrative Agent of any such Transfer, (x) no
Default or Event of Default then existing, (y) the proposed transferee being a
corporation, partnership, limited liability company, joint venture, joint-stock
company, trust or individual approved in writing by each Lender subject to a
Limiting Regulation in its discretion, and (z) payment to the Administrative
Agent on behalf of the Lenders of all reasonable costs and expenses incurred by
the Administrative Agent or any Lenders in connection with such
Transfer.  Each Lender at the time subject to a Limiting Regulation
shall, within ten (10) Business Days after receiving the Borrower’s notice of a
proposed Transfer subject to this Section 9.03,
furnish to the Borrower a certificate (which shall be conclusive absent manifest
error) stating that it is subject to a Limiting Regulation, whereupon such
Lender shall have the approval right contained in clause (y)
above.  Each Lender which fails to furnish such a certificate to the
Borrower during such ten (10) Business Day period shall be automatically and
conclusively deemed not to be subject to a Limiting Regulation with respect to
such Transfer.  If any Lender subject to a Limiting Regulation fails
to approve a proposed transferee under clause (y) above (any such Lender being
herein called a “Rejecting Lender”),
the Borrower, upon three (3) Business Days’ notice, may (A) notwithstanding the
terms of Sections 2.06,
prepay such Rejecting Lender’s outstanding Loans or (B) require that such
Rejecting Lender transfer all of its right, title and interest under this
Agreement and such Rejecting Lender’s Note to any Eligible Assignee or Proposed
Lender selected by the Borrower that is reasonably satisfactory to the
Administrative Agent if such Eligible Lender or Proposed Lender (x) agrees to
assume all of the obligations of such Rejecting Lender hereunder, and to
purchase all of such Rejecting Lender’s Loans hereunder for consideration equal
to the aggregate outstanding principal amount of such Rejecting Lender’s Loans,
together with interest thereon to the date of such purchase (to the extent not
paid by the Borrower), and satisfactory arrangements are made for payment to
such Rejecting Lender of all other amounts accrued and payable hereunder to such
Rejecting Lender as of the date of such transfer (including any fees accrued
hereunder and any amounts that would be payable under Section 2.06 as
if all such Rejecting Lender’s Loans were prepaid in full on such date) and (y)
approves the proposed transferee.  Subject to the provisions of Section 14.07
such Eligible Assignee or Proposed Lender shall be a “Lender” for all purposes
hereunder.  Without prejudice to the survival of any other agreement
of the Borrower hereunder, the agreements of the Borrower contained in Section 5.05
shall survive for the benefit of such Rejecting Lender with respect to the time
period prior to such replacement.




9.04  Indebtedness.  Except
for the Indebtedness set forth on Schedule 9.04
attached hereto, none of the Borrower nor any of their respective Subsidiaries
shall create, incur, assume, suffer to exist, or otherwise become or remain
directly or indirectly liable with respect to, any Indebtedness or enter into
any equipment leases (whether or not constituting Indebtedness), except for the
following:




(a)  Indebtedness Under the Loan
Documents.  Indebtedness of the Borrower and their respective
Subsidiaries in favor of the Administrative Agent and the Lenders pursuant to
this Agreement and the other Loan Documents;




(b)  Accounts
Payable.  Accounts payable to trade creditors for goods and
services and current operating liabilities (not the result of the borrowing of
money) incurred in the ordinary course of such Borrower’s or Subsidiary’s
business in accordance with customary terms and paid within the specified time,
unless contested in good faith by appropriate actions or proceedings and
reserved for in accordance with GAAP, and provided such trade payables and
accrued expenses are not outstanding for more than sixty (60) days;




(c)  Contingent
Obligations.  Indebtedness consisting of (i) endorsements by
such Borrower or such Subsidiary for collection or deposit in the ordinary
course of business or (ii) unsecured Swap Agreements entered into by the
Borrower or their respective Subsidiaries with respect to Indebtedness permitted
under Section 9.04
(a), (e)
or (g);




(d)  Indebtedness for Capital
Improvements.  Unsecured Indebtedness of the Borrower and their
respective Subsidiaries (including obligations under equipment leases or other
personal property used in the ownership or operation of their respective
Properties), in the aggregate amount during the term of the Loans not to exceed
$20,000,000 (inclusive of the portion of the value of the equipment covered by
equipment leases entered into pursuant to this Section 9.04(d)
amortized through the rental payments under such leases) incurred in connection
with capital or tenant improvements to (or other tenant concessions made in
connection with) such Borrower’s and such Subsidiaries’ Properties (including,
without limitation, the Projects) or the acquisition of equipment or other
assets for the benefit of such Borrower’s and such Subsidiaries’ Properties
(including, without limitation, the Projects), and that is not used for the
purposes of making Restricted Payments.  Not more than Two Million
Dollars ($2,000,000) of the foregoing $20,000,000 maximum may be incurred in the
form of equipment leases (as measured by the value of the equipment covered by
such equipment leases amortized through the rental payments under such leases);
provided that
such equipment leases relate to equipment constituting neither fixtures nor
personal property material to the operation, maintenance or management of any of
the Projects; and




(e)  Additional Indebtedness of
Borrower Parties and Wholly-Owned Subsidiaries.  Indebtedness
of the Borrower or their respective wholly-owned Subsidiaries for borrowed money
incurred in connection with the acquisition, financing or refinancing of one or
more of the Excluded Projects, but only if such Indebtedness satisfies the
following requirements:




(i)  the
obligation to repay such Indebtedness is non-recourse to the Borrower and the
Bankruptcy Parties (except for “carve-outs” (or Guarantees guarantying the
debtor’s liability with respect to “carve-outs”) for fraud, misrepresentation,
misappropriation and other exceptions-from-non-recourse customary in the real
estate finance industry and not materially more favorable to such lender than
the exceptions-from-non-recourse set forth in the second sentence of Sections 14.23(a));




(ii)  such
Indebtedness is secured solely by Liens on the Excluded Projects owned by a
Borrower or one or more of its wholly-owned Subsidiaries (if the Borrower or any
such Subsidiary is a borrower of Indebtedness secured thereby), and/or with the
consent of the Administrative Agent (which shall not be unreasonably withheld),
by Liens on any real estate assets owned by other REIT Subsidiaries (other than
a Borrower or its wholly-owned Subsidiaries) (if any such REIT Subsidiary is a
borrower of Indebtedness secured thereby), of a type, quality and location
satisfying the type, quality and location requirements of a Qualified Real
Estate Interest, together with Liens on any interests in accounts, rents,
leases, management and other contracts, personal property and other items
(including, without limitation, Swap Agreements) related thereto;




(iii)  the
amount of such Indebtedness (or if there is multiple collateral the applicable
allocated loan amount), when incurred, does not exceed (A) sixty percent (60%)
of the “stabilized” value and (B) sixty-five percent (65%) of the “as-is” value,
of any Excluded Project or other real estate, as determined by the lender’s
appraisal (or, in the case of financing for the acquisition of Excluded Projects
or other real estate, sixty percent (60%) based on the “stabilized” value, or
sixty-five percent (65%) based on the “as-is” value, of the acquisition cost of
the Excluded Projects or other real estate so acquired) encumbered as collateral
for such Indebtedness; and




(iv)  no Major
Default or Event of Default shall have occurred or be continuing immediately
prior to the incurrence of such Indebtedness or would occur after giving effect
thereto.




(f)  Reserved.




(g)  Additional Indebtedness of
Qualified Sub-Tier Entities.  Indebtedness of any Qualified
Sub-Tier Entity for borrowed money incurred in connection with the acquisition,
financing or refinancing by such Qualified Sub-Tier Entity of Qualified Real
Estate Interests, but only if the obligation to repay such Indebtedness is
non-recourse to such Qualified Sub-Tier Entity and Bankruptcy Parties (except
for “carve-outs” (or Guarantees guarantying the debtor’s liability with respect
to “carve-outs”) for fraud, misrepresentation, misappropriation and other
exceptions-from-nonrecourse customary in the real estate finance industry and
not materially more favorable to the holder of such Indebtedness than the
exceptions from non-recourse set forth in the second sentence of Sections 14.23(a))
and such Indebtedness otherwise is in compliance with the requirements set forth
in Sections 9.04(e)
above.




(h)  Guarantees of REIT or
Operating Partnership Line of Credit.  Guarantees by the
Borrower or its respective Subsidiaries of one or more credit facilities
provided to the REIT, the Operating Partnership or another REIT Subsidiary
(each, a “Guaranteed
Line of Credit”), which Guarantees, if secured, shall be secured only in
compliance with Section 9.02(k) and
shall in no event be secured by any of the Projects or other Collateral
encumbered by the Security Documents; provided that no Major Default or Event of
Default shall exist or be continuing immediately prior to the incurrence of such
Guarantees or would occur after giving effect thereto.




9.05  Investments.  Neither
the Borrower nor any of their respective Subsidiaries will make or permit to
remain outstanding any Investments except (a) operating deposit accounts or
money market accounts with banks, (b) Permitted Investments,
(c) reserved, (d) the Projects, (e) the Excluded Projects (which
are owned or may hereafter be acquired by the Borrower or any Subsidiary
thereof), (f) Borrower’s Equity Interests in any Subsidiary of Borrower
existing on the Closing Date, (g) Borrower’s Equity Interests in any
Qualified Sub-Tier Entity or any Subsidiary permitted or contemplated by this
Agreement, (h) other investments which are permitted by the Organizational
Documents of the Borrower as in effect on the Closing Date, (i) other
investments required or permitted by the Loan Documents, and (j) other
investments (including, without limitation, investments owned by Subsidiaries)
which are consistent with the investment practices prior to the date hereof of
the Operating Partnership and its Subsidiaries taken as a whole.




9.06  Restricted
Payments.  The Borrower will not make any Restricted Payment at
any time during the existence of a Major Default or Event of
Default.




9.07  Change of Organization
Structure; Location of Principal Office.  The Borrower or any
Qualified Successor Entity that may hereafter acquire title to any of the
Projects shall not change its name or change the location of its chief executive
office, state of formation or organizational structure unless, in each instance,
the Borrower shall have (a) given the Administrative Agent at least thirty (30)
days’ prior written notice thereof, and (b) made all filings or recordings,
and taken all other action, reasonably requested by the Administrative Agent
that is reasonably necessary under Applicable Law to protect and continue the
priority of the Liens created by the Security
Documents.




9.08  Reserved.




9.09  Leases.




(a)  Negative
Covenants.  The Borrower shall not (i) accept from any tenant,
nor permit any tenant to pay, Rent for more than one month in advance except for
payment in the nature of security for performance of a tenant’s obligations,
escalations, percentage rents and estimated payments (not prepaid more than one
month prior to the date such estimated payments are due) of operating expenses,
taxes and other pass-throughs paid by tenants pursuant to their Leases, (ii)
Modify (other than ministerial changes), terminate, or accept surrender of, any
Major Lease now existing or hereafter made, without the prior written consent of
the Administrative Agent; notwithstanding the foregoing, the Borrower shall
retain the right to Modify, terminate, or accept surrender of any Approved Lease
that is not a Major Lease; provided that
(A) any such Modification, is (1) consistent with fair market terms
and (2) is entered into pursuant to arm’s-length negotiations with a tenant
not affiliated with the Borrower, and (B) any such termination is
(1) in the ordinary course of business, (2) consistent with good
business practice and (3) in the best interests of the affected Project, (iii)
except for the Deed of Trust, assign, transfer (except for a Transfer thereof
together with the transfer of the Projects to the entity described in Section 9.03(a)(iii)
in full compliance with the provisions of such Section), pledge, subordinate or
mortgage any Lease or any Rent without the prior written consent of the
Administrative Agent and the Required Lenders, (iv) waive or release any
nonperformance of any material covenant of any Major Lease by any tenant without
the Administrative Agent’s prior written consent, (v) release any guarantor from
its obligations under any guaranty of any Major Lease or any letter of credit or
other credit support for a tenant’s performance under any Major Lease, except as
expressly permitted pursuant to the terms of such Lease or (vi) enter into any
master lease for any space at the Projects.  Notwithstanding the
foregoing or anything to the contrary contained herein, the Borrower shall have
the right, at its option, to terminate or accept the surrender of any Lease
(including any Major Lease), and to pursue any other rights and remedies the
Borrower may have against any tenant, following an uncured material default by a
tenant under its Lease.




(b)  Approvals.  The
Borrower shall not enter into any Lease for any space at any Project (unless
such proposed Lease is held in escrow pending the receipt of any approval
required below) except as follows:




(i)  Non-Major
Leases.  The Borrower may enter into Leases that do not
constitute Major Leases, and extensions, Modifications and renewals thereof
without the approval of the Administrative Agent or any Lender; provided that such
Lease, extension, renewal or Modification (A) in the case of a Lease, is
substantially in the form of the Borrower’s standard form office lease or
standard form retail lease, as applicable, previously approved by the
Administrative Agent, (B) is consistent with fair market terms and (C) is
entered into pursuant to arm-length negotiations with a tenant not affiliated
with the Borrower.  Any proposed Lease that is not a Major Lease, or
any extension, renewal or modification of any such Lease, that does not comply
with the preceding sentence shall require the prior approval of the
Administrative Agent.




(ii)  Major
Leases.  The Borrower shall not enter into any Major Lease or
any extension, renewal or Modification of any Major Lease without the prior
written approval of the Administrative Agent.




(iii)  Information.  With
respect to any Lease or Modification of Lease that requires approval of the
Administrative Agent, the Borrower shall provide the Administrative Agent with
the following information (collectively, the “Lease Approval
Package”):  (A) all material information available to the
Borrower concerning the lessee and its business and financial condition;
(B) a draft of the lease (or lease modification); and (C) a summary
(the “Lease
Information Summary”) substantially in the form attached hereto as Exhibit N, of the
material terms of such lease or lease modification.  Within ten (10)
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 ten (10) Business Day period, the
Administrative Agent shall be deemed to have approved such lease or lease
modification; provided that such
lease or lease modification is documented pursuant to a lease or lease
modification which is consistent with the draft and lease summary previously
delivered to the Administrative Agent in all material respects.  If
such Lease Approval Package is not consistent in all material respects, the
Borrower shall provide the Administrative Agent with a revised Lease Approval
Package showing material changes from the draft previously delivered to the
Administrative Agent.  Within five (5) Business Days after the
Administrative Agent shall have received such revised 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 approved such lease or lease modification.




(c)  Additional Requirements as
to all Leases.  Notwithstanding anything to the contrary set
forth in this Section
9.09, the following requirements shall apply with respect to all Leases
and all Modifications of Leases entered into after the date hereof:




(i)  The
Borrower shall within ten (10) days after the Administrative Agent’s request,
provide the Administrative Agent with a true, correct and complete copy thereof
as signed by all such parties, including any Modifications and Guarantees
thereof.




(ii)  All
Leases must be subordinate to the Deed of Trust, and all existing and future
advances thereunder, and to any Modification thereof.




(iii)  Notwithstanding
anything to the contrary set forth above, the Administrative Agent may require
that the Borrower and the tenant under any Major Lease execute and deliver an
SNDA Agreement (with such commercially reasonable changes thereto as may be
requested by such tenant).  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 an SNDA Agreement with such tenant (with such
commercially reasonable changes thereto as may be requested by such
tenant).  The Administrative Agent’s execution thereof shall be
conditioned upon the prior execution thereof by both the tenant and the
Borrower.




(iv)  All
Leases shall be substantially in the form of the Borrower’s standard form office
lease or standard form retail lease, as applicable, approved by the
Administrative Agent and the Borrower on the Closing Date, with such
Modifications as the Administrative Agent shall thereafter approve prior to the
execution of such Leases.




9.10  Contribution
Agreement.  No Borrower shall amend, modify or terminate the
Contribution Agreement without the prior written consent of the Required
Lenders.




9.11  No Joint Assessment;
Separate Lots.  The Borrower shall not suffer, permit or
initiate the joint assessment of any Project with any other real property
constituting a separate tax lot.




9.12  Zoning.  The
Borrower shall not, without the Administrative Agent’s prior written consent,
seek, make, suffer, consent to or acquiesce in any change or variance in any
zoning or land use laws or other conditions of any Project or any portion
thereof.  Except as disclosed on the Appraisals delivered to the
Administrative Agent prior to the Closing Date or any other existing
non-conforming use disclosed on Schedule 9.12, the
Borrower shall not use or permit the use of any portion of any Project in any
manner that could result in such use becoming a non-conforming use under any
zoning or land use law or any other applicable law, or Modify any agreements
relating to zoning or land use matters or permit the joinder or merger of lots
for zoning, land use or other purposes, without the prior written consent of the
Administrative Agent.  Without limiting the foregoing, in no event
shall the Borrower take any action that would reduce or impair either
(a) the number of parking spaces at any Project or (b) access to any
Project from adjacent public roads.




Further,
without the Administrative Agent’s prior written consent, the Borrower shall not
file or subject any part of any Project to any declaration of condominium or
co-operative or convert any part of any Project to a condominium, co-operative
or other direct or indirect form of multiple ownership and
governance.




9.13  ERISA.  The
Borrower shall not shall not take any action, or omit to take any action, which
would (a) cause the Borrower’s assets to constitute “plan assets” for purposes
of ERISA or the Code or (b) cause the Transactions to be a nonexempt prohibited
transaction (as such term is defined in Section 4975 of the Code or Section 406
of ERISA) that could subject the Administrative Agent and/or the Lenders, on
account of any Loan or execution of the Loan Documents hereunder, to any tax or
penalty on prohibited transactions imposed under Section 4975 of the Code or
Section 502(i) of ERISA.




9.14  Reserved.




9.15  Property
Management.  The Borrower will not, without the prior written
approval of the Administrative Agent, (i) enter into any new Property Management
Agreement; (ii) terminate or make any material changes to the Property
Management Agreement, either orally or in writing, in any respect; or (iii)
consent to, approve or agree to any assignment or transfer by or with respect to
the Property Manager (including transfers of beneficial interests in the
Property Manager or assignments or transfers by the Property Manager of any or
all of its rights under any Property Management Agreement) except as otherwise
permitted by Section 9.03 or
Section 14.31.  Notwithstanding
the foregoing, the Borrower may, on prior written notice to the Administrative
Agent, subject to the limitations set forth herein with respect to the
Administrative Agent’s approval of any new manager for any Project, terminate a
Property Management Agreement in accordance with its terms as a result of a
material default by a Property Manager thereunder.  Any change in
ownership or control of the Property Manager other than as specifically set
forth herein, or permitted by Section 9.03 or Section 14.31, shall
be cause for the Administrative Agent to re-approve such Property Manager and
Property Management Agreement.  If at any time the Administrative
Agent consents to the appointment of a new Property Manager, such new Property
Manager and the Borrower shall, as a condition of the Administrative
Agent’sconsent,
execute a Property Manager’s Consent in the form then used by the Administrative
Agent.  Each Property Manager shall be required to hold and maintain
all necessary licenses, certifications and permits required by Applicable
Law.




9.16  Foreign Assets Control
Regulations.  Neither the Borrower, any Borrower Party nor the
Operating Partnership shall use the proceeds of the Loan in any manner that will
violate the Trading with the Enemy Act, as amended, or any of the foreign assets
control regulations of the United States Treasury Department (31 CFR, Subtitle
B, Chapter V, as amended) or the Anti-Terrorism Order or any enabling
legislation or executive order relating to any of the same.  Without
limiting the foregoing, neither the Borrower, any Borrower Party nor the
Operating Partnership will permit itself nor any of its Subsidiaries to (a)
become a blocked person described in Section 1 of the Anti-Terrorism Order or
(b) knowingly engage in any dealings or transactions or be otherwise associated
with any person who is known by such Borrower Party or the Operating Partnership
or who (after such inquiry as may be required by Applicable Law) should be known
by such Borrower Party or the Operating Partnership to be a blocked
person.






ARTICLE
X


INSURANCE
AND CONDEMNATION PROCEEDS




10.01  Casualty
Events.




(a)  If a
Casualty Event shall occur as to any Project which results in damage in excess
of $500,000, the Borrower shall give prompt notice of such damage to the
Administrative Agent and shall, subject to the provisions of Section 10.03,
promptly commence and diligently prosecute in accordance with Section 8.07 and this
Article X the
completion of the repair and restoration of such Project in accordance with
Applicable Law to, as nearly as reasonably possible, the condition such Project
was in immediately prior to such Casualty Event, with such alterations as may be
reasonably approved by the Administrative Agent (a “Restoration”) for any
Restoration for which such approval is otherwise required pursuant to Section
10.03(e) or alteration for which such approval is otherwise required
pursuant to Section
8.07.  The Borrower shall pay all costs of such
Restoration whether or not such costs are covered by Insurance
Proceeds.  The Administrative Agent may, but shall not be obligated to
make proof of loss if not made promptly by the Borrower.  All Net
Proceeds with respect to a Significant Casualty Event, shall, at the
Administrative Agent’s option, be applied to the payment of the Obligations
unless required to be made available to the Borrower for Restoration hereunder,
in which case such Net Proceeds shall, subject to the provisions of this
Agreement, be made available to the Borrower to pay the costs incurred in
connection with the Restoration.  All Net Proceeds with respect to a
Casualty Event that is not a Significant Casualty Event shall, subject to the
provisions of this Agreement, be made available to the Borrower to pay the costs
incurred in connection with the Restoration of the affected
Project.




(b)  If
Restoration of any Project following a Casualty Event is reasonably expected to
cost not more than the lesser of (i) $5,000,000 and (ii) ten percent (10%) of
the Appraised Value of such Project (the “Insurance Threshold
Amount”), provided no Event of Default exists, the Borrower may, upon
notice to the Administrative Agent, settle and adjust any claim with respect to
such Casualty Event without the prior consent of the Administrative Agent and
the Borrower is hereby authorized to collect the Insurance Proceeds with respect
to any such claim; provided such adjustment is carried out in a manner
consistent with good business practice.  In the event that Restoration
of any Project is reasonably expected to cost an amount equal to or in excess of
the Insurance Threshold Amount (a “Significant Casualty
Event”), provided no Event of Default exists, the Borrower may, with the
prior written consent of the Administrative Agent (which consent shall not be
unreasonably withheld), settle and adjust any claim of the Borrower and agree
with the insurer(s) on the amount to be paid on the loss, and the Insurance
Proceeds shall be due and payable solely to the Administrative Agent (on behalf
of the Lenders); notwithstanding the foregoing, the Administrative Agent shall
retain the right to participate (not to the exclusion of the Borrower) in any
such insurance settlement at any time.  If an Event of Default exists,
with respect to any Casualty Event, the Administrative Agent, in its sole
discretion, may settle and adjust any claim without the consent of the Borrower
and agree with the insurer(s) on the amount to be paid on the loss, and the
Insurance Proceeds shall be due and payable solely to the Administrative Agent
(on behalf of the Lenders) and deposited in a Controlled Account and disbursed
in accordance herewith.  If the Borrower or any party other than the
Administrative Agent is a payee on any check representing Insurance Proceeds
with respect to a Significant Casualty Event, the Borrower shall immediately
endorse, and cause all such third parties to endorse, such check payable to the
order of the Administrative Agent.  The Borrower hereby irrevocably
appoints the Administrative Agent as its attorney-in-fact, coupled with an
interest, to endorse such check payable to the order of the Administrative
Agent.  The reasonable out-of-pocket expenses incurred by the
Administrative Agent in the settlement, adjustment and collection of the
Insurance Proceeds shall become part of the Obligations and shall be reimbursed
by the Borrower to the Administrative Agent upon demand to the extent not
already deducted by the Administrative Agent from such Insurance Proceeds in
determining Net Proceeds.




10.02  Condemnation
Awards.




(a)  The
Borrower shall promptly give the Administrative Agent notice of any actual
Taking or any Taking that has been threatened in writing and shall deliver to
the Administrative Agent copies of any and all papers served in connection with
such actual or threatened Taking.  The Administrative Agent may
participate in any Taking proceedings (not to the exclusion of the Borrower),
and the Borrower shall from time to time deliver to the Administrative Agent all
instruments requested by it to permit such participation.  The
Borrower shall, at its expense, diligently prosecute any such proceedings, and
shall consult with the Administrative Agent, its attorneys and experts, and
cooperate with them in the carrying on or defense of any such
proceedings.  The Administrative Agent may participate in any such
proceedings (not to the exclusion of the Borrower) and may be represented
therein by counsel of the Administrative Agent’s selection at the Borrower’s
cost and expense.  Without the Administrative Agent’s prior consent,
the Borrower (i) shall not agree to any Condemnation Award and (ii) shall not
take any action or fail to take any action which would cause the Condemnation
Award to be determined; provided, however, that if no
Event of Default exists, and upon prior written notice to the Administrative
Agent, the Borrower shall have the right to compromise and collect or receive
any Condemnation Award that does not exceed the lesser of (a) $5,000,000 and (b)
ten percent (10%) of the Appraised Value of such Project, provided that such
condemnation does not result in any material adverse effect upon the Project
affected thereby.  In the event of such Taking, the Condemnation Award
payable is hereby assigned to and (except as provided in the preceding sentence)
shall be paid to the Administrative Agent (on behalf of the Lenders) and, except
as expressly set forth in Section 10.03 hereof,
shall be applied to the repayment of the Obligations.  If any Project
or any portion thereof is subject to a Taking, the Borrower shall promptly
commence and diligently prosecute the Restoration of such Project in accordance
with this Article
X and otherwise comply with the provisions of Section 10.03.  If
such Project is sold, through foreclosure or otherwise, prior to the receipt by
the Administrative Agent of the Condemnation Award, the Administrative Agent and
the Lenders shall have the right, whether or not a deficiency judgment on the
Notes shall have been sought, recovered or denied, to receive the Condemnation
Award, or a portion thereof sufficient to pay the Obligations.




10.03  Restoration.




(a)  If each
of the Net Proceeds and the cost of completing the Restoration shall be not more
than the Insurance Threshold Amount, the Net Proceeds will be disbursed by the
Administrative Agent to the Borrower upon receipt; provided that no
Major Default or Event of Default then exists and, except where the Restoration
has already been completed by the Borrower and the Borrower seeks reimbursement
for costs of the Restoration, the Borrower delivers to the Administrative Agent
a written undertaking to expeditiously commence and to satisfactorily complete
with due diligence the Restoration in accordance with the terms of this
Agreement; and the Borrower thereafter commences and diligently proceeds with
the Restoration thereof in compliance with Section 8.07 and this
Article
X.




(b)  If either
the Net Proceeds or the costs of completing the Restoration is equal to or
greater than the Insurance Threshold Amount, the Administrative Agent shall make
the Net Proceeds available for the Restoration in accordance with the provisions
of this Section
10.03.  The term “Net Proceeds” for
purposes of this Article X shall
mean:  (i) the net amount of all Insurance Proceeds received by the
Administrative Agent pursuant to the Policies as a result of such damage or
destruction, after deduction of the Administrative Agent’s reasonable
out-of-pocket costs and expenses (including, but not limited to, reasonable
counsel fees), if any, in collecting same, or (ii) the net amount of the
Condemnation Award, after deduction of the Administrative Agent’s reasonable
out-of-pocket costs and expenses (including, but not limited to, reasonable
counsel fees), if any, in collecting same, whichever the case may
be.




(c)  The Net
Proceeds shall be made available to the Borrower for Restoration; provided that each of
the following conditions is met:




(i)  no Major
Default or Event of Default exists;




(ii)  (A) in
the event the Net Proceeds are Insurance Proceeds, less than twenty-five percent
(25%) of the total (gross) floor area of the Improvements on such Project has
been damaged, destroyed or rendered unusable as a result of such Casualty Event
or (B) in the event the Net Proceeds are Condemnation Awards, less than ten
percent (10%) of the land constituting such Project is taken, and such land is
located along the perimeter or periphery of such Project, and no portion of the
Improvements (other than sidewalks, paved areas and decorative non-structural
elements of the Improvements) is located on such land;




(iii)  Reserved;




(iv)  the Debt
Service Coverage Ratio projected (with Operating Income and Operating Expenses
also being projected rather than being based on the previous calendar quarter)
by the Administrative Agent for a period of one year after the Administrative
Agent’s estimated date for the stabilization of the affected Project following
completion of the Restoration will be equal to or greater than 1.35-to-1.00
based on Leases with respect to which the tenants do not have the right to or
have waived any right to terminate their respective Leases;




(v)  subject
to the applicable provisions of Section 10.03(l), the
Borrower shall commence the Restoration as soon as reasonably practicable (but
in no event later than ninety (90) days after such Casualty Event or Taking, as
the case may be, occurs) and shall diligently pursue the same to completion to
the reasonable satisfaction of the Administrative Agent;




(vi)  the
Administrative Agent shall be satisfied that any operating deficits, including
all scheduled payments of principal and interest under the Notes, which will be
incurred with respect to the subject Project as a result of the occurrence of
any such Casualty Event or Taking, as the case may be, will be covered out of
(A) the Net Proceeds, (B) the proceeds of Business Interruption Insurance, if
applicable, or (C) other funds of the Borrower;




(vii)  the
Administrative Agent shall be satisfied that the Restoration will be completed
on or before the earliest to occur of (A) six (6) months prior to the Stated
Maturity Date, (B) such time as may be required under Applicable Law in order to
repair and restore the subject Project to the condition it was in immediately
prior to such Casualty Event or to as nearly as possible the condition it was in
immediately prior to such Taking, as the case may be, and (C) six (6) months
prior to the expiration of the Business Interruption Insurance unless the
Borrower delivers to the Administrative Agent such additional security to the
Administrative Agent in an amount reasonably determined by the Administrative
Agent which additional security shall consist of cash or a letter of credit
reasonably satisfactory to the Administrative Agent;




(viii)  the
subject Project and the use thereof after the Restoration will be in substantial
compliance with and permitted under all Applicable Laws;




(ix)  the
Borrower shall deliver, or cause to be delivered, to the Administrative Agent
satisfactory evidence that after Restoration, the subject Project would be at
least as valuable as immediately before the Casualty Event or Taking
occurred;




(x)  such
Casualty Event or Taking, as the case may be, does not result in the permanent
loss of any current access to the subject Project;




(xi)  the
Borrower shall deliver, or cause to be delivered, to the Administrative Agent a
signed detailed budget approved in writing by the Borrower’s architect or
engineer stating the entire cost of completing the Restoration, which budget
shall be reasonably acceptable to the Administrative Agent and any architect or
engineer the Administrative Agent may engage (at the Borrower’s expense);
and




(xii)  the Net
Proceeds together with any cash or cash equivalent deposited by the Borrower
with the Administrative Agent are sufficient in the Administrative Agent’s
judgment to cover the cost of the Restoration.




(d)  Except
for proceeds of a Casualty Event or Taking received and retained by the Borrower
in compliance with the provisions of this Article X, the Net
Proceeds shall be held by the Administrative Agent in a Controlled Account,
until disbursed in accordance with the provisions of this Section 10.03, and
shall constitute additional security for the Obligations.  Upon
receipt of evidence reasonably satisfactory to the Administrative Agent that all
the conditions precedent to such advance, including those set forth in subsection (c) above,
have been satisfied, the Net Proceeds shall be disbursed by the Administrative
Agent to, or as directed by, the Borrower from time to time during the course of
the Restoration in substantially the same manner and subject to similar
conditions as if such advances were being made in connection with a construction
loan, such manner of disbursement and conditions to be determined by the
Administrative Agent, including the Administrative Agent’s receipt of (i) advice
from the Restoration Consultant (who shall be employed by the Administrative
Agent at the Borrower’s sole expense) that the work completed or materials
installed conform to said budget and plans, as approved by the Administrative
Agent, (ii) evidence that all materials installed and work and labor performed
to the date of the applicable advance (except to the extent that they are to be
paid for out of the requested disbursement) in connection with the Restoration
have been paid for in full, including the receipt of waivers of lien,
contractor’s certificates, surveys, receipted bills, releases, title policy
endorsements and such other evidences of cost, payment and performance
satisfactory to the Administrative Agent, and (iii) evidence that there exist no
notices of pendency, stop orders, mechanic’s or materialman’s liens or notices
of intention to file same, or any other Liens of any nature whatsoever on the
subject Project which have not either been fully bonded to the reasonable
satisfaction of the Administrative Agent and discharged of record or in the
alternative fully insured to the reasonable satisfaction of the Administrative
Agent under the Title Policy.




(e)  All plans
and specifications required in connection with any Restoration resulting in Net
Proceeds in excess of the Insurance Threshold Amount shall be subject to prior
review and approval (such approval not to be unreasonably withheld) in all
respects by the Administrative Agent and by an independent consulting engineer
selected by the Administrative Agent (the “Restoration
Consultant”).  All plans and specifications required in
connection with any Restoration resulting in Net Proceeds not in excess of the
Insurance Threshold Amount shall be provided to the Administrative Agent in the
ordinary course of business.  The Administrative Agent shall have the
use of the plans and specifications and all permits, licenses and approvals
required or obtained in connection with any Restoration.  With respect
to any Restoration resulting in Net Proceeds in excess of the Insurance
Threshold Amount (whether resulting from a Casualty Event or a Taking), the
identity of the contractors, subcontractors and materialmen engaged in the
Restoration, as well as all contracts having a cost in excess of $100,000, shall
be subject to the prior review and approval (such approval not to be
unreasonably withheld) of the Administrative Agent and the Restoration
Consultant.  All costs and expenses incurred by the Administrative
Agent in connection with making the Net Proceeds available for the Restoration
including reasonable counsel fees and disbursements and the Restoration
Consultant’s fees, shall be paid by the Borrower.  The Borrower shall
also obtain, at its sole cost and expense, all necessary Government Approvals as
and when required in connection with such Restoration and provide copies thereof
to the Administrative Agent and the Restoration Consultant.




(f)  In no
event shall the Administrative Agent be obligated to make disbursements of the
Net Proceeds in excess of an amount equal to the costs actually incurred from
time to time for work in place as part of the Restoration, as certified by the
Restoration Consultant, minus the Restoration
Retainage.  The term “Restoration
Retainage” shall mean the greater of (i) an amount equal to ten percent
(10%) of the hard costs actually incurred for work in place as part of the
Restoration, as certified by the Restoration Consultant and (ii) the amount
actually held back by the Borrower from contractors, subcontractors and
materialmen engaged in the Restoration.  The Restoration Retainage
shall not be released until the Restoration Consultant certifies to the
Administrative Agent that the Restoration has been substantially completed in
accordance with the provisions of this Section 10.03,
subject to punch-list items and other non-material items of work and that all
approvals necessary for the re-occupancy and use of the subject Project have
been obtained from all appropriate Governmental Authorities, and the
Administrative Agent receives evidence reasonably satisfactory to the
Administrative Agent that the costs of the Restoration have been paid in full or
will be paid in full out of the Restoration Retainage; provided, however, that the
Administrative Agent will release the portion of the Restoration Retainage being
held with respect to any contractor, subcontractor or materialman engaged in the
Restoration as of the date upon which the Restoration Consultant certifies to
the Administrative Agent that such contractor, subcontractor or materialman has
satisfactorily completed all work and has supplied all materials in accordance
with its contract, and the Administrative Agent receives lien waivers and
evidence of payment in full of all sums due to such contractor, subcontractor or
materialman as may be reasonably requested by the Administrative Agent or by the
Title Company issuing the Title Policy, and the Administrative Agent receives an
endorsement to the Title Policy insuring the continued priority of the lien of
the Deed of Trust and evidence of payment of any premium payable for such
endorsement.  If required by the Administrative Agent, the release of
any such portion of the Restoration Retainage shall be approved by the surety
company, if any, which has issued a payment or performance bond with respect to
such contractor, subcontractor or materialman.




(g)  The
Administrative Agent shall not be obligated to make disbursements of the Net
Proceeds more frequently than once per month.




(h)  If at any
time the Net Proceeds or the undisbursed balance thereof shall not, in the
reasonable opinion of the Administrative Agent in consultation with the
Restoration Consultant, be sufficient to pay in full the balance of the costs
which are estimated by the Restoration Consultant to be incurred in connection
with the completion of the Restoration, the Borrower shall deposit the
deficiency (the “Net
Proceeds Deficiency”) with the Administrative Agent within ten (10)
Business Days of the Administrative Agent’s request and before any further
disbursement of the Net Proceeds shall be made.  The Net Proceeds
Deficiency shall be held in a Controlled Account and shall be disbursed for
costs actually incurred in connection with the Restoration on the same
conditions applicable to the disbursement of the Net Proceeds, and, until so
disbursed, shall constitute additional security for the
Obligations.




(i)  After the
Restoration Consultant certifies to the Administrative Agent that a Restoration
has been substantially completed in accordance with the provisions of this Section 10.03, and
the receipt by the Administrative Agent of evidence satisfactory to the
Administrative Agent that all costs incurred in connection with the Restoration
have been paid in full, the excess, if any, of the Net Proceeds and the
remaining balance, if any, of the Net Proceeds Deficiency deposited in a
Controlled Account shall be remitted to the Borrower, provided that no
Event of Default shall exist.




(j)  All Net
Proceeds not required (i) to be made available for the Restoration or (ii) to be
returned to the Borrower as excess Net Proceeds pursuant to subsection (i) above
may (A) be retained and applied by the Administrative Agent toward the payment
of the Obligations, whether or not then due and payable, in such order, priority
and proportions as the Administrative Agent in its sole discretion shall deem
proper (but without premium or penalty) or (B) at the sole discretion of
the Administrative Agent, be paid, either in whole or in part, to the Borrower
for such purposes and upon such conditions as the Administrative Agent shall
designate.  In the event the Net Proceeds are applied to the
Obligations and all of the Obligations have been performed or are discharged by
the application of less than all of the Net Proceeds, then any remaining Net
Proceeds will be paid over to the Borrower or any other party legally entitled
thereto.




(k)  Notwithstanding
any Casualty Event or Taking, the Borrower shall continue to pay the Obligations
in the manner provided in the Notes, this Agreement and the other Loan Documents
and the Outstanding Principal Amount shall not be reduced unless and until (i)
any Insurance Proceeds or Condemnation Award shall have been actually received
by the Administrative Agent, (ii) the Administrative Agent shall have deducted
its reasonable expenses of collecting such proceeds and (iii) the Administrative
Agent shall have applied any portion of the balance thereof to the repayment of
the Outstanding Principal Amount in accordance with Section 10.03(j);
provided, however, that in the
event there is a Significant Casualty Event or Taking of a Project any Unused
Commitments remaining allocable to such Project shall be reduced in proportion
to the amount of the Project taken or destroyed, as determined by the
Administrative Agent, and provided, further, that, during
the period of Restoration of a Project in accordance with this Section 10.03, the
rights of the Borrower under Section 2.11 to
obtain a Subsequent Funding Advance with respect to such Project shall be
suspended until such time as the Restoration has been completed in accordance
with the provisions of this Section
10.03.  The Lenders shall not be limited to the interest paid
on any Condemnation Award but shall continue to be entitled to receive interest
at the rate or rates provided in the Notes and this Agreement if such interest
is then due hereunder.




(l)  Notwithstanding
anything to the contrary contained in this Article X or Section 8.07, if
pursuant to the provisions of this Article X the Net
Proceeds are required to be made available to the Borrower for Restoration of
the damage caused by a Casualty Event or any Taking, the Borrower’s obligation
to commence or thereafter to proceed with such Restoration shall be conditioned
upon the Borrower’s receipt of the Net Proceeds attributable to such Casualty
Event or Taking, respectively; provided, however, that nothing
contained in this sentence (or any other provision of this Article X) shall (i)
defer, limit or excuse in any respect the Borrower’s obligation to commence or
proceed with the Restoration of any Project: (A) if the Borrower does not
diligently pursue the collection of such Net Proceeds; (B) where the relevant
Casualty Event is not a Significant Casualty Event or the Taking involves a
claim of not more than the lesser of $5,000,000 or ten percent (10%) of the
Appraised Value of the affected Project; (C) in the case of a Casualty Event, to
the extent that the costs of such Restoration are included within any applicable
deductible or self-insurance retention, or exceed the applicable limits of
insurance, under any insurance policy maintained hereunder; (D) in the case of a
Casualty Event, if the Borrower is, at the time of such Casualty Event, in
default in its obligation to maintain the insurance policies required under
Section 8.05 in
any respect which would reduce the amount of Net Proceeds available to the
Borrower on account of such Casualty Event below the amount which would have
been available had the Borrower not been in default of such obligation, then to
the extent of such reduction; or (E) to the extent that the Net Proceeds
available to the Borrower on account of such Casualty Event or Taking are
reasonably anticipated to be reduced as a result of any defense to coverage or
other defense available to the insurer or condemning authority, whether as a
result of any act or omission of the Borrower or otherwise (provided that the
undisputed portion of such Net Proceeds shall have been paid by the insurer or
condemning authority and made available to the Borrower); (ii) defer, limit or
excuse in any respect the Borrower’s obligation to undertake such prudent
measures (subject in all cases to any applicable provisions in Section 8.07) as may
be necessary to keep any Project, following any Casualty Event or Taking, safe,
secure and protected and as may be appropriate to avoid further deterioration or
damage; or (iii) defer, limit or excuse any obligation of the Borrower under
this Agreement or the other Loan Documents (other than the obligation to
commence and diligently prosecute the Restoration of such damage).






ARTICLE
XI




CASH TRAP
ACCOUNT




11.01  Low DSCR Trigger
Event.  Upon the occurrence of a Low DSCR Trigger Event and on
each day that the required monthly report is due under Section 8.01(e) and
continuing for each month thereafter during any Low DSCR Trigger Period, the
Borrower shall cause all Excess Cash from the Projects to be paid each month
directly to the Administrative Agent for deposit into a Cash Trap Account
established for the Borrower as additional collateral for its
Obligations.




(a)           Establishment and
Maintenance of the Cash Trap Account.




(i)  The Cash
Trap Account (A) shall be a separate and identifiable account from all other
funds held by the Depository Bank and (B) shall contain only funds required to
be deposited pursuant to this Section
11.01.  Any interest which may accrue on the amounts on deposit
in a Cash Trap Account shall be added to and shall become part of the balance of
the Cash Trap Account.  The Borrower shall enter into with the
Administrative Agent and the applicable Depository Bank a Cash Trap Account
Security Agreement (with such changes thereto as may be required by the
Depository Bank and satisfactory to the Administrative Agent) which shall govern
the Cash Trap Account established for it and the rights, duties and obligations
of each party to such Cash Trap Account Security Agreement.




(ii)  The Cash
Trap Account Security Agreement shall provide that (A) the Cash Trap Account
shall be established in the name of the Administrative Agent, (B) the Cash Trap
Account shall be subject to the sole dominion, control and discretion of the
Administrative Agent, and (C) neither the Borrower nor any other Person,
including, without limitation, any Person claiming on behalf of or through the
Borrower, shall have any right or authority, whether express or implied, to make
use of or withdraw, or cause the use or withdrawal of, any proceeds from the
Cash Trap Account or any of the other proceeds deposited in the Cash Trap
Account, except as expressly provided in this Agreement or in the Cash Trap
Account Security Agreement.




(b)  Deposits to, Disbursements
and Release from the Cash Trap Account.  All deposits to and
disbursements of all or any portion of the deposits to the Cash Trap Account
shall be in accordance with this Agreement and the Cash Trap Account Security
Agreement.  The Borrower hereby agrees to pay any and all fees charged
by Depository Bank in connection with the maintenance of the Cash Trap Account
and the performance of its duties.  During any Low DSCR Trigger
Period, provided that no Event of Default exists at the time of any request by
the Borrower for a disbursement from the Cash Trap Account, the Administrative
Agent will direct the Depository Bank to transfer amounts credited to the Cash
Trap Account to the Borrower’s Account to pay or reimburse the Borrower for (i)
Real Estate Taxes or Insurance Premiums, (ii) capital expenditures incurred
pursuant to an Approved Annual Budget (such capital expenditures, “Approved Capital
Expenditures”), (iii) actual costs of tenant improvements and/or leasing
commissions pursuant to an Approved Lease and set forth in an Approved Annual
Budget (such expenditures, “Approved Leasing
Expenditures”), or (iv) capital expenditures which have been approved by
the Administrative Agent in accordance with subsection (c)(iv)
below or leasing expenditures incurred pursuant to an Approved Lease, in either
case which are not set forth in an Approved Annual Budget (such expenditures,
“Extraordinary Capital
or Leasing Expenditures”), in accordance with the terms and conditions
set forth below in subsection
(c).  Provided no Default or Event of Default then exists, any
funds held in the Cash Trap Account shall be released to the Borrower for the
account of the Borrower upon the occurrence of a Low DSCR Release Event and, in
such event the Borrower shall no longer be required to cause the deposit of the
subsequent Excess Cash into the Cash Trap Account unless a Low DSCR Trigger
Event occurs with respect to any future calendar quarter.




(c)  Conditions to Disbursements
from Cash Trap Account.  Each disbursement from a Cash Trap
Account is subject to the satisfaction of each of the following
conditions:




(i)           Disbursements
shall be utilized solely for Real Estate Taxes, Insurance Premiums, Approved
Capital Expenditures, Approved Leasing Expenditures or Extraordinary Capital or
Leasing Expenditures and shall be in an amount no greater than the actual cost
of such Real Estate Taxes or Insurance Premiums, Approved Capital Expenditures,
Approved Leasing Expenditures or Extraordinary Capital or Leasing Expenditures
to the extent not theretofore paid from Operating Income;




(ii)           Disbursements
for Approved Capital Expenditures, Approved Leasing Expenditures and
Extraordinary Capital or Leasing Expenditures shall not be made more frequently
than monthly, and each disbursement (if any) shall be in an amount not less than
$25,000.00 (unless the disbursement represents the final disbursement for a
particular Approved Capital Expenditure or Approved Leasing
Expenditure);




(iii)           Not
less than ten (10) days prior to the requested funding date for a disbursement,
the Administrative Agent shall have received a written request for such
disbursement executed by an Authorized Officer on behalf of the Borrower, which
request shall specify the date on which the Borrower requests the disbursement
to be made and the Person(s) or account(s) to whom such disbursement should be
made (such duly completed request is referred to herein as a “Disbursement
Request”);




(iv)           Not
less than ten (10) days prior to each disbursement for Approved Capital
Expenditures, Approved Leasing Expenditures or Extraordinary Capital or Leasing
Expenditures, the Administrative Agent shall have received, reviewed and
approved (A) a certificate executed by the Borrower, or, if such Person was
engaged for such work, the Borrower’s architect or engineer, as applicable,
certifying that, to the knowledge of such Person, the work for which such
disbursement is being requested has been completed to the percentage of
completion specified in the Disbursement Request substantially in accordance
with the applicable plans and specifications therefor and in a good and
workmanlike manner; (B) sworn statements and conditional lien waivers from all
contractors, subcontractors and materialmen with respect to such work; (C) sworn
statements and final lien waivers from all contractors and subcontractors and
materialmen with respect to work theretofore completed and for which a
disbursement was made to the Borrower in a prior month; (D) copies of paid
invoices for prior disbursements and open invoices for requested disbursements,
and an all bills paid affidavit from the Borrower; (E) with respect to the final
payment for a work of improvement, certificates of occupancy (or similar
documentation), as required by Applicable Law, relating to the work for which
such disbursement is being made; and (F) such other supporting documentation as
may be reasonably required by the Administrative Agent, all in form and
substance reasonably satisfactory to the Administrative
Agent.  Notwithstanding the foregoing, in lieu of complying with the
requirements in clauses (A) through (F) above with respect to any requested
disbursement for Approved Capital Expenditures, Approved Leasing Expenditures or
Extraordinary Capital or Leasing Expenditures which consists of leasing
commissions or sums due pursuant to any contract or subcontract providing for an
aggregate contract sum of not more than $50,000, the Borrower may, not less than
ten (10) days prior to the requested funding date for any disbursement on
account thereof, deliver to the Administrative Agent, together with (or as part
of) its Disbursement Request, a certificate executed by an Authorized Officer on
behalf of the Borrower certifying that such sums so requested are due and
payable and are Approved Capital Expenditures, Approved Leasing Expenditures or
Extraordinary Capital or Leasing Expenditures which have been incurred in
compliance with this Agreement and containing copies of the relevant invoices,
contracts or other back-up documentation to confirm that such sums are then
owing; and




(v)           Based
on the most recent reconciliation report delivered by the Borrower pursuant to
Section
8.01(e)(iii) prior to the delivery of such Disbursement Request (or, if
the most recent such report has not been delivered pursuant to such section or
article, based on such other information as the Administrative Agent shall
determine in its reasonable discretion), the results from the operations of the
Projects for the month and year-to-date covered by such reconciliation report
shall be equal to or better than the results contemplated by the Approved Annual
Budget for such month and year-to-date, except for Extraordinary Capital or
Leasing Expenditures or other expenses or items approved by the Administrative
Agent.




ARTICLE
XII




EVENTS OF
DEFAULT




12.01  Events of
Default.  Any one or more of the following events shall
constitute an “Event
of Default”:




(a)  The
Borrower shall: (i) fail to pay any principal of any Loan when due (whether at
stated maturity, mandatory prepayment or otherwise); or (ii) fail to pay
any interest on any Loan, any fee or any other amount (other than an amount
referred to in clause
(i) above) payable by it under this Agreement or under any other Loan
Document, when and as the same shall become due and payable, and, in the case of
this clause
(ii), such default shall continue for a period of five (5) days;
or




(b)  The
Borrower (or, if applicable, any Borrower Party) shall default in the
performance of any of its obligations under any of Sections 8.05, 8.06, 8.12, 8.17, 8.19 or Article IX (other
than Section 9.06);
or any Change in Control shall occur; or the Borrower shall default in the
performance of any of its obligations under Section 8.16 which
are required to be performed during any Low DSCR Trigger Period; or the Borrower
shall make any Restricted Payment while any Event of Default exists; or the
Borrower shall make a Restricted Payment while any other Major Default exists
unless such Major Default is cured within the applicable cure or grace period
therefor; or




(c)  Any
representation, warranty or certification made or deemed made herein or in any
other Loan Document (or in any Modification hereto or thereto) by the Borrower
or any request, notice or certificate furnished by or on behalf of any Borrower
Party or the Operating Partnership pursuant to the provisions hereof or thereof,
shall prove to have been false or misleading as of the time made or furnished in
any material respect; or




(d)  Any of
the Bankruptcy Parties shall admit in writing its inability to, or be generally
unable to, pay its debts as such debts become due; or




(e)  An
involuntary proceeding shall be commenced or an involuntary petition shall be
filed, seeking (i) liquidation, reorganization or other relief in respect of any
of the Bankruptcy Parties or its debts, or of a substantial part of its assets,
under any Federal, state or foreign bankruptcy, insolvency, receivership or
similar law now or hereafter in effect or (ii) the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for any of the
Bankruptcy Parties or for a substantial part of its assets, and, in any
such case, such proceeding or petition shall continue undismissed for a period
of sixty (60) days or an order or decree approving or ordering any of the
foregoing shall be entered; or




(f)  Any
Bankruptcy Party shall (i) voluntarily commence as to itself any proceeding
or file any petition seeking liquidation, reorganization or other relief under
any Federal, state or foreign bankruptcy, insolvency, receivership or similar
law now or hereafter in effect, (ii) consent to the institution of, or fail to
contest in a timely and appropriate manner, any proceeding or petition described
in clause (e)
of this Section
12.01, (iii) apply for or consent to the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for it or for
a substantial part of any of its assets, (iv) file an answer admitting the
material allegations of a petition filed against it in any such proceeding, (v)
make a general assignment for the benefit of creditors or (vi) take any action
for the purpose of effecting any of the foregoing; or




(g)  The
Borrower shall default in the payment when due of any principal of or interest
on any of its Indebtedness (other than the Obligations) in excess of Five
Million Dollars ($5,000,000) and such default shall not be cured within any
applicable notice or cure period provided with respect to such Indebtedness; or
any event specified in any note, agreement, indenture or other document
evidencing or relating to any such Indebtedness shall occur if the effect of
such event is to cause, or (with the giving of any notice or the lapse of time
or both) to permit the holder or holders of such Indebtedness to cause, such
Indebtedness to become due, or to be prepaid in full (whether by redemption,
purchase, offer to purchase or otherwise), prior to its stated maturity;
or




(h)  Any of
the Bankruptcy Parties shall be terminated, dissolved or liquidated (as a matter
of law or otherwise) or proceedings shall be commenced by any Person (including
any Bankruptcy Party) seeking the termination, dissolution or liquidation of any
Bankruptcy Party, except, in each case, in connection with a merger,
termination, dissolution or liquidation permitted by Section 9.03(a);
or




(i)  One or
more (i) judgments for the payment of money (exclusive of judgment amounts fully
covered by insurance (other than permitted deductibles) where the insurer has
admitted liability in respect of the full amount of such judgment) aggregating
in excess of One Million Dollars ($1,000,000) shall be rendered against one or
more of the Borrower Parties or (ii) non-monetary judgments, orders or decrees
shall be entered against any of the Borrower Parties which have or would
reasonably be expected to have a Material Adverse Effect, and, in either case,
the same shall remain undischarged for a period of thirty (30) consecutive days
during which execution shall not be effectively stayed (or bonded over through
the posting of a bond in accordance with a statutory bonding procedure the
effect of which is to limit the judgment creditor’s claim to recovery under the
bond), or any action shall be legally taken by a judgment creditor to attach or
levy upon any assets of such Borrower Party to enforce any such judgment;
or




(j)  An ERISA
Event shall have occurred that, in the opinion of the Administrative Agent, when
taken together with all other such ERISA Events that have occurred, could
reasonably be expected to result in a Material Adverse Effect; or




(k)  The Liens
created by the Security Documents shall at any time not constitute a valid and
perfected first priority Lien (subject to the Permitted Title Exceptions) on the
collateral intended to be covered thereby in favor of the Administrative Agent,
free and clear of all other Liens (other than the Permitted Title Exceptions and
Liens which are described in clauses (b), (c), (e) and (g) of the
definition of “Permitted Liens” or which are described in clauses (a), (b), (c), (e) and (h) of Section 9.02 of this
Agreement, and which are in the case of Liens described in clause (e) of the
definition of “Permitted Liens” and Section 9.02 (e) of
this Agreement subordinate to the Lien of the Deed of Trust encumbering the
affected Project), or, except for expiration in accordance with its terms or
releases or terminations contemplated by this Agreement, any of the Security
Documents shall for whatever reason be terminated or cease to be in full force
and effect, or the enforceability thereof shall be contested by any Borrower
Party or any of their Affiliates (controlled by the REIT); or




(l)  The
Guarantor shall (i) default under any of the Guarantor Documents beyond any
applicable notice and grace period; or (ii) revoke or attempt to revoke,
contest or commence any action against its obligations under any of the
Guarantor Documents; or




(m)  At any
time while a Guarantee furnished by the Borrower or any Subsidiary of the
Borrower is in effect with respect to any Guaranteed Line of Credit, any event
of default shall occur under any of the applicable documents evidencing or
securing such Guaranteed Line of Credit and such event of default shall be
continuing following the expiration of applicable notice and cure periods
thereunder; or any event specified in any of the applicable documents evidencing
or securing such Guaranteed Line of Credit shall occur and the effect of such
event is to cause, or (with the giving of any notice or the lapse of time or
both) to permit the lenders providing such Guaranteed Line of Credit to cause,
all amounts outstanding under Guaranteed Line of Credit to become immediately
due and payable prior to the stated maturity date; provided, however, that the
foregoing provisions shall not apply if the obligations under the applicable
Guarantee thereof furnished by the Borrower or any Subsidiary of the Borrower in
conformity with Section 9.04(h) of
this Agreement are secured, in compliance with Section 9.02(k) of
this Agreement, exclusively by Liens on one or more Excluded Projects or
other real estate, and the obligations under such Guarantee are non-recourse to
the Borrower and its Subsidiaries (except for “carve-outs” for the Borrower’s or
such Subsidiary’s fraud, misrepresentation, misappropriation and other
exceptions-from-non-recourse with respect to the acts of such Borrower or
Subsidiary customary in the real estate finance industry); or




(n)  At any
time the REIT fails to satisfy the requirements of being a real estate
investment trust as defined in the Code if such failure could reasonably be
expected to result in a Material Adverse Effect;




(o)  The
Borrower uses, or permits the use of, funds from the SecurityAccounts for any purpose
other than the purpose for which such funds were disbursed from the Security
Accounts; or




(p)  Except as
permitted by Section 8.19(i),
the failure of Borrower to maintain, or cause to be maintained, Hedge Agreements
with respect to the Aggregate Notional Amount in accordance with Section 8.19; or
the occurrence of any default by or termination event as to the Borrower or
Other Swap Pledgor under any Hedge Agreement maintained with respect to the
Aggregate Notional Amount which is not cured within the applicable notice and
grace or cure periods provided therein; or




(q)  Reserved;




(r)  Any of
the Borrower Parties shall default under any of the other terms, covenants or
conditions of this Agreement or any other Loan Document not set forth above in
this Section
12.01 and such default shall continue for thirty (30) days after notice
from the Administrative Agent to the Borrower; provided, however, that if (i)
such default is susceptible of cure but the Administrative Agent reasonably
determines that such non-monetary default cannot be reasonably cured within such
thirty (30) day period, (ii) the Administrative Agent determines, in its sole
discretion, that such default does not create a material risk of sale or
forfeiture of, or substantial impairment in value to, any material portion of
the Projects, and (iii) the Borrower has provided the Administrative Agent
with security reasonably satisfactory to the Administrative Agent against any
interruption of payment or impairment of collateral that is reasonably likely to
result from such continuing failure, then, so long as the relevant Borrower
Party shall have commenced to cure such default within such thirty (30) day
period and thereafter diligently and expeditiously proceeds to cure the same,
such thirty (30) day period shall be extended for such time as is reasonably
necessary for the relevant Borrower Party in the exercise of due diligence to
cure such default, but in no event shall such period exceed ninety (90) days
after the original notice from the Administrative Agent or extend beyond the
Maturity Date; or




(s)  Reserved.




12.02  Remedies.  Upon
the occurrence of an Event of Default and at any time thereafter during the
existence of such event, the Administrative Agent may (subject to, and in
accordance with, the provisions of Section 13.03) and,
upon request of the Required Lenders shall, by written notice to the Borrower,
pursue any one or more of the following remedies, concurrently or successively,
it being the intent hereof that none of such remedies shall be to the exclusion
of any other:




(a)  In the
case of an Event of Default other than one referred to in clause (e)
or (f) of
Section 12.01
with respect to any Bankruptcy Party, terminate the Commitments and/or declare
the Outstanding Principal Amount of the Loans, and the accrued interest on the
Loans and all other amounts payable by the Borrower hereunder (including any
amounts payable under Section 5.05) and
under the Notes and the Obligations of the Borrower under the other Loan
Documents to be forthwith due and payable and, if the Administrative Agent or an
Affiliate is a counterparty to a Hedge Agreement, then the Administrative Agent
may designate a default or similar event under such Hedge Agreement whereupon
such amounts shall be immediately due and payable without presentment, demand,
protest or other formalities of any kind, all of which are hereby expressly
waived by the Borrower.  In the case of the occurrence of an Event of
Default referred to in clause (e)
or (f) of
Section 12.01
with respect to a Bankruptcy Party, the Commitments shall automatically be
terminated and the Outstanding Principal Amount of the Loans, and the accrued
interest on, the Loans and all other amounts payable by the Borrower hereunder
(including any amounts payable under Section 5.05)
and under the Notes and the Obligations of the Borrower under the other Loan
Documents shall automatically become immediately due and payable without
presentment, demand, protest or other formalities of any kind, all of which are
hereby expressly waived by the Borrower;




(b)  If the
Borrower shall fail, refuse or neglect to make any payment or perform any
Obligations under the Loan Documents, then, while any Event of Default exists
and without notice to or demand upon the Borrower and without waiving or
releasing any other right, remedy or recourse the Administrative Agent may have
because of such Event of Default, the Administrative Agent may (but shall not be
obligated to) make such payment or perform such Obligation for the account of
and at the expense of the 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 respect 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, if any
Hazardous Substance affects or threatens 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 or remove any Hazardous Substance; and/or




(c)  Exercise
or pursue any other remedy or cause of action permitted under this Agreement,
any or all of the Security Documents or any other Loan Document, or conferred
upon the Administrative Agent and the Lenders by operation of law.






ARTICLE
XIII




THE
ADMINISTRATIVE AGENT




13.01  Appointment, Powers and
Immunities.  Each Lender hereby irrevocably 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 13.05
and the first sentence of Section 13.06
shall include reference to its Affiliates and its own and its Affiliates’
officers, directors, employees and agents):




(a)  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 fiduciary or trustee for any Lender
except to the extent that the Administrative Agent acts as an agent with respect
to the receipt or payment of funds, nor shall the Administrative Agent have any
fiduciary duty to the Borrower nor shall any Lender have any fiduciary duty to
the Borrower or any other Lender;




(b)  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 the Borrower or any
other Person to perform any of its obligations hereunder or
thereunder;




(c)  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 for its own gross negligence, bad faith or willful
misconduct;




(d)  shall
not, except to the extent expressly instructed by the Required Lenders with
respect to collateral security under the Security Documents, be required to
initiate or conduct any litigation or collection proceedings hereunder or under
any other Loan Document; and




(e)  shall not
be required to take any action which is contrary to this Agreement or any other
Loan Document or Applicable Law.




The
relationship between the Administrative Agent and each Lender is a contractual
relationship only, and nothing herein shall be deemed to impose on the
Administrative Agent any obligations other than those for which express
provision is made herein or in the other Loan Documents.  The
Administrative Agent may employ agents and attorneys-in-fact and shall not be
responsible for the negligence or misconduct of any such agents or
attorneys-in-fact 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, any such assignment or
transfer to be subject to the provisions of Section
14.07.  Except to the extent expressly provided in Sections 13.08 and
13.10, the
provisions of this Article XIII are
solely for the benefit of the Administrative Agent and the Lenders, and the
Borrower shall not have any rights as a third-party beneficiary of any of the
provisions hereof and the Lenders may Modify or waive such provisions of this
Article XIII in
their sole and absolute discretion.




13.02  Reliance by Administrative
Agent.  The Administrative Agent shall be entitled to rely upon
any certification, notice, document or other communication (including 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
in good faith.  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 Required Lenders, and
such instructions of the Required Lenders and any action taken or failure to act
pursuant thereto shall be binding on all of the Lenders.




13.03  Defaults.




(a)  The
Administrative Agent shall give the Lenders notice of any material Default of
which the Administrative Agent has knowledge or notice.  Except with
respect to (i) the nonpayment of principal, interest or any fees that are due
and payable under any of the Loan Documents, (ii) Defaults with respect to which
the Administrative Agent has actually sent written notice of to the Borrower and
(iii) material Defaults with respect to which the Administrative Agent is given
written notice (or copied on such written notice) from a third party specifying
such Default, the Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of a Default unless the Administrative Agent has
received notice from a Lender or the Borrower specifying such Default and
stating that such notice is a “Notice of Default”.  If the
Administrative Agent has such knowledge or receives such a notice from the
Borrower or a Lender in accordance with the immediately preceding sentence with
respect to the occurrence of a material Default, the Administrative Agent shall
give prompt notice thereof to the Lenders.  Within ten (10) days of
delivery of such notice of Default from the Administrative Agent to the Lenders
(or such shorter period of time as the Administrative Agent determines is
necessary), the Administrative Agent and the Lenders shall consult with each
other to determine a proposed course of action.  The Lenders agree
that the Administrative Agent shall (subject to Section 13.07)
take such action with respect to such Default as shall be directed by the
Required Lenders, provided that, (A)
unless and until the Administrative Agent shall have received such directions,
the Administrative Agent may while a Default exists (but shall not be obligated
to) take such action, or refrain from taking such action, including decisions
(1) to make protective advances that the Administrative Agent determines are
necessary to protect or maintain the Projects and (2) to foreclose on any of the
Projects or exercise any other remedy, with respect to such Default as it shall
deem advisable in the interest of the Lenders and (B) no actions approved by the
Required Lenders shall violate the Loan Documents or Applicable
Law.  Each of the Lenders acknowledges and agrees that no individual
Lender may separately enforce or exercise any of the provisions of any of the
Loan Documents (including the Notes) other than through the Administrative
Agent.  The Administrative Agent shall advise the Lenders of all
material actions which the Administrative Agent takes in accordance with the
provisions of this Section 13.03(a) and
shall continue to consult with the Lenders with respect to all of such
actions.  Notwithstanding the foregoing, if the Required Lenders shall
at any time direct that a different or additional remedial action be taken from
that already undertaken by the Administrative Agent, including the commencement
of foreclosure proceedings, such different or additional remedial action shall
be taken in lieu of or in addition to, the prosecution of such action taken by
the Administrative Agent; provided that all
actions already taken by the Administrative Agent pursuant to this Section 13.03(a)
shall be valid and binding on each Lender.  All money (other than
money subject to the provisions of Section 13.03(f))
received from any enforcement actions, including the proceeds of a foreclosure
sale of the Projects, shall be applied, first, to the payment
or reimbursement of the Administrative Agent for expenses and advances incurred
in accordance with the provisions of Sections 13.03(a) and
(d) and 13.05 and to the
payment of any fees owing to the Administrative Agent pursuant to the Loan
Documents, second, to the
payment or reimbursement of the Lenders for expenses incurred in accordance with
the provisions of Sections 13.03(b),
(c) and (d) and 13.05; third, to the payment
or reimbursement of the Lenders for any advances made pursuant to Section 13.03(b);
fourth, pari
passu to the Lenders in accordance with their respective Proportionate Shares
until the Obligations have been fully paid and discharged in full; and fifth to the
person(s) legally entitled thereto.




(b)  All
losses with respect to interest (including interest at the Post-Default Rate)
and other sums payable pursuant to the Notes or incurred in connection with the
Loans, the enforcement thereof or the realization of the security therefor,
shall be borne by the Lenders in accordance with their respective Proportionate
Shares of the Loan, and the Lenders shall promptly, upon request, remit to the
Administrative Agent their respective Proportionate Shares of (i) any expenses
incurred by the Administrative Agent in connection with any Default to the
extent any expenses have not been paid by the Borrower, (ii) any advances made
to pay taxes or insurance or otherwise to preserve the Lien of the Security
Documents or to preserve and protect the Projects, whether or not the amount
necessary to be advanced for such purposes exceeds the amount of the
Obligations,  (iii) any other expenses incurred in connection with the
enforcement of the Deeds of Trust or other Loan Documents, and (iv) any expenses
incurred in connection with the consummation of the Loans not paid or provided
for by the Borrower.  To the extent any such advances are recovered in
connection with the enforcement of the Deeds of Trust or the other Loan
Documents, each Lender shall be paid its Proportionate Share of such recovery
after deduction of the expenses of the Administrative Agent and the
Lenders.




(c)  If, at
the direction of the Required Lenders or otherwise as provided in Section 13.03(a), any
action(s) is brought to collect on the Notes or enforce the Security Documents
or any other Loan Document, such action shall (to the extent permitted under
applicable law and the decisions of the court in which such action is brought)
be an action brought by the Administrative Agent and the Lenders, collectively,
to collect on all or a portion of the Notes or enforce the Security Documents or
any other Loan Document and counsel selected by the Administrative Agent shall
prosecute any such action at the direction of the Administrative Agent on behalf
of the Administrative Agent and the Lenders, and the Administrative Agent and
the Lenders shall consult and cooperate with each other in the prosecution
thereof.  All decisions concerning the appointment of a receiver while
such action is pending, the conduct of such receivership, the conduct of such
action, the collection of any judgment entered in such action and the settlement
of such action shall be made by the Administrative Agent.  The costs
and expenses of any such action shall be borne by the Lenders in accordance with
each of their respective Proportionate Shares (without diminishing or releasing
any obligation of the Borrower to pay for such costs).




(d)  If, at
the direction of the Required Lenders or otherwise as provided in Section 13.03(a), any
action(s) is brought to foreclose any Deed of Trust, such action shall (to the
extent permitted under applicable law and the decisions of the court in which
such action is brought) be an action brought by the Administrative Agent and the
Lenders, collectively, to foreclose all or a portion of the Deed of Trust and
collect on the Notes.  Counsel selected by the Administrative Agent
shall prosecute any such foreclosure at the direction of the Administrative
Agent on behalf of the Administrative Agent and the Lenders and the
Administrative Agent and the Lenders shall consult and cooperate with each other
in the prosecution thereof.  All decisions concerning the appointment
of a receiver, the conduct of such foreclosure, the manner of taking and holding
title to any such Project (other than as set forth in subsection (e)
below), and the commencement and conduct of any deficiency judgment proceeding
shall be made by the Administrative Agent (subject to the rights of the Required
Lenders under Section
13.03(a)), and all decisions concerning the acceptance of a deed in lieu
of foreclosure and the bid on behalf of the Administrative Agent and the Lenders
at the foreclosure sale of any Project shall be made by the Administrative Agent
with the approval of the Required Lenders.  The costs and expenses of
foreclosure will be borne by the Lenders in accordance with their respective
Proportionate Shares.




(e)  If title
is acquired to any Project after a foreclosure sale, nonjudicial foreclosure or
by a deed in lieu of foreclosure, title shall be held by the Administrative
Agent in its own name in trust for the Lenders or, at the Administrative Agent’s
election, in the name of a wholly owned subsidiary of the Administrative Agent
on behalf of the Lenders.




(f)  If the
Administrative Agent (or its subsidiary) acquires title to any Project or is
entitled to possession of any Project during or after the foreclosure, all
material decisions with respect to the possession, ownership, development,
construction, control, operation, leasing, management and sale of such Project
shall be made by the Administrative Agent; provided, however, that, prior
to consummating a sale of any Project, the Administrative Agent shall obtain the
consent of the Required Lenders to the price and other material economic terms
upon which such Project shall be sold.  All income or other money
received after so acquiring title to or taking possession of such Project with
respect to the Project, including income from the operation and management of
such Project and the proceeds of a sale of such Project, shall be applied, first, to the payment
or reimbursement of the Administrative Agent and the expenses incurred in
accordance with the provisions of this Article XIII and to
the payment of any fees owed to the Administrative Agent; second, to the
payment of operating expenses with respect to such Project; third, to the
establishment of reasonable reserves for the operation of such Project; fourth, to the
payment or reimbursement of the Lenders for any advances made pursuant to Section 13.03(b);
fifth to fund
any capital improvement, leasing and other reserves; and sixth, to the Lenders
in accordance with their respective Proportionate Shares.




13.04  Rights as a
Lender.  With respect to its Commitment and the Loans made by
it, Eurohypo (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.  Subject to the provisions of Sections 4.07 and
14.10, Eurohypo
(and any successor acting as Administrative Agent) and any of its Affiliates may
(without having to account therefor to any other Lender) accept deposits from,
lend money to, make investments in and generally engage in any kind of banking,
investment banking, trust or other business with the Borrower (and any of its
Affiliates) as if it were not acting as the Administrative Agent and Eurohypo
(and any such successor) and any of its Affiliates may accept fees and other
consideration from the Borrower for services in connection with this Agreement
or otherwise without having to account for the same to the
Lenders.




13.05  Indemnification.  Each
Lender agrees to indemnify the Administrative Agent (to the extent not
reimbursed by the Borrower, but without limiting the obligations of the Borrower
under Section 14.03)
in accordance with their Proportionate Shares, 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 in its capacity as
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 (including the costs and expenses that the
Borrower is obligated to pay under Section 14.03, but
excluding, unless a 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,
provided that
no Lender shall be liable for any of the foregoing to the extent they arise from
the gross negligence, bad faith or willful misconduct of the Administrative
Agent.




13.06  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 the Borrower and its 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.  The Administrative Agent shall not
be required to keep itself informed as to the performance or observance by the
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
Properties or books of the Borrower.  Except for notices, reports and
other documents and information expressly required to be furnished to the
Lenders by the Administrative Agent hereunder or under the other Loan Documents,
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 the Borrower (or any of its Affiliates) that
may come into the possession of the Administrative Agent or any of its
Affiliates.




13.07  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 13.05
against any and all liability and expense that may be incurred by it by reason
of taking or continuing to take any such action, subject to the limitations on
such obligations contained in such Section
13.05.




13.08  Resignation of
Administrative Agent.  It is agreed by the Lenders that subject
to the terms of this Loan Agreement, the Administrative Agent will remain the
Administrative Agent under this Agreement and the other Loan Documents
throughout the term of the Loans; provided, however, that
(a) the Administrative Agent may assign all its rights as the
Administrative Agent to any Related Entity of Eurohypo, and such Related Entity
shall assume the obligations of Administrative Agent hereunder arising after the
date of such assignment, (b) subject to the appointment and acceptance of a
successor Administrative Agent as provided below, the Administrative Agent may
resign at any time by giving at least thirty (30) days’ prior written notice
thereof to the Lenders and the Borrower and (c) the Administrative Agent may be
removed upon the unanimous consent of the Lenders (excepting therefrom the
Administrative Agent in its capacity as a Lender) on account of the gross
negligence, bad faith or willful misconduct of the Administrative
Agent.  Upon any such resignation or removal, the Required Lenders
shall have the right to appoint a successor Administrative Agent that shall be a
Person that, provided that no Event of Default then exists, meets the
qualifications of an Eligible Assignee with an office in the United States
through which it will act as the servicer of the Loans; who is knowledgeable and
experienced in servicing real estate secured syndicated commercial loans in the
United States; who (together with its Affiliates and Related Entities and any
Approved Funds managed by it or by any of its Affiliates or Related Entities)
then holds or, at the time it becomes successor Administrative Agent hereunder
will hold (and agrees in writing for the benefit of the Borrower to maintain,
for so long as it shall remain the Administrative Agent and provided that no
Event of Default has occurred), minimum Loans and Commitments in an aggregate
principal amount not less than ten percent (10%) of the aggregate Outstanding
Principal Amount of the Loans plus any Unused
Commitments; and who agrees in writing for the benefit of the Borrower not to
resign except in accordance with the provisions of this Loan
Agreement.  If such successor Administrative Agent is not a Lender (or
is a Lender, but such Lender does not comply with the requirements of the second
sentence of this Section 13.08), as
long as no Major Default exists, the Borrower shall have the right to approve
such successor Administrative Agent, such approval not to be unreasonably
withheld or delayed and which consent shall be deemed to have been given unless
written notice of disapproval is delivered by the Borrower to the resigning
Administrative Agent within five (5) Business Days after notice of such proposed
successor Administrative Agent has been delivered to the
Borrower.  If, in the case of a resignation by the Administrative
Agent, no successor Administrative Agent shall have been so appointed by the
Required Lenders and shall have accepted such appointment within thirty (30)
days after the retiring Administrative Agent’s giving of notice of resignation,
then the retiring Administrative Agent may, on behalf of the Lenders, appoint a
successor Administrative Agent, that shall be a Person that meets the
requirements of the second sentence of this Section
13.08.  If any successor Administrative Agent is not a Lender
(or is a Lender, but such Lender does not comply with the requirements of the
second sentence of this Section 13.08), the
Borrower, as long as no Major Default exists, shall have the right to approve
such successor Administrative Agent, such approval not to be unreasonably
withheld or delayed and which consent shall be deemed to have been given unless,
in the case of a resignation, written notice of disapproval is delivered by the
Borrower to the resigning Administrative Agent within five (5) Business Days
after notice of such proposed successor Administrative Agent has been delivered
to the Borrower.  Upon the acceptance of any appointment as the
Administrative Agent hereunder by a successor Administrative Agent, such
successor Administrative Agent shall thereupon succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative
Agent, and such successor Administrative Agent shall assume all obligations of
the Administrative Agent hereunder arising after the date of such acceptance,
and the retiring or removed Administrative Agent shall be discharged from its
duties and obligations hereunder; provided, however, that the
retiring or removed Administrative Agent shall not be discharged from any
liabilities which existed prior to the effective date of such
resignation.  The fees payable by the Borrower to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such
successor.  After any retiring Administrative Agent’s resignation
hereunder as the Administrative Agent, the provisions of this Article XIII 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.




13.09  Consents under Loan
Documents.  Subject to the provisions of Section 14.05, the
Administrative Agent may (a) grant any consent or approval required of it or (b)
consent to any Modification or waiver under any of the Loan
Documents.  If the Administrative Agent solicits any consents or
approvals from the Lenders under any of the Loan Documents, each Lender shall
within ten (10) Business Days of receiving such request, give the Administrative
Agent written notice of its consent or approval or denial thereof; provided that, if any
Lender does not respond within such ten (10) Business Days or within any such
shorter period as required in this Agreement or any other Loan Document, such
Lender shall be deemed to have authorized the Administrative Agent to vote such
Lender’s interest with respect to the matter which was the subject of the
Administrative Agent’s solicitation as the Administrative Agent
elects.  Any such solicitation by the Administrative Agent for a
consent or approval shall be in writing and shall include a description of the
matter or thing as to which such consent or approval is requested and shall
include the Administrative Agent’s recommended course of action or determination
in respect thereof.




13.10  Authorization.  The
Administrative Agent is hereby authorized by the Lenders to execute, deliver and
perform in accordance with the terms of each of the Loan Documents to which the
Administrative Agent is or is intended to be a party and each Lender agrees to
be bound by all of the agreements of the Administrative Agent contained in such
Loan Documents.  The Borrower shall be entitled to rely on all written
agreements, approvals and consents received from the Administrative Agent as
being that also of the Lenders, without obtaining separate acknowledgment or
proof of authorization of same.




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




13.12  Liability of the
Administrative Agent.  The Administrative Agent shall not have
any liabilities or responsibilities to the Borrower on account of the failure of
any Lender (other than the Administrative Agent in its capacity as a Lender) to
perform its obligations hereunder or to any Lender on account of the failure of
the Borrower to perform its obligations hereunder or under any other Loan
Document.




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




13.14  Documentation
Agents.  No Lender identified on the cover page of or elsewhere
in this Agreement as a “Documentation Agent” shall have any right, power,
obligation, liability, responsibility or duty under this Agreement other than
those applicable to a Lender having that Lender’s Commitment under this
Agreement and the other Loan Documents.






ARTICLE
XIV




MISCELLANEOUS




14.01  Non-Waiver; Remedies
Cumulative.  No failure on the part of the Administrative Agent
or any Lender to exercise and no delay in exercising, and no course of dealing
with respect to, any right, power or privilege under this Agreement or any other
Loan Documents shall operate as a waiver thereof, nor shall any single or
partial exercise of any right, power or privilege under this Agreement or any
other Loan Documents preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.  The remedies
provided herein and in the other Loan Documents are cumulative and not exclusive
of any remedies provided by law.




14.02  Notices.




(a)  All
notices, requests, demands, statements, authorizations, approvals, directions,
consents and other communications provided for herein and under the Loan
Documents shall be given or made in writing and shall be deemed sufficiently
given or served for all purposes as of the date (a) when hand delivered,
(b) three (3) days after being sent by postage pre-paid registered or
certified mail, return receipt requested, (c) one (1) Business Day after being
sent by reputable overnight courier service, or (d) with a simultaneous delivery
by one of the means in clause (a), (b) or (c) above, by
facsimile, when sent, with confirmation and a copy sent by first class mail, in
each case addressed to the intended recipient at the “Address for Notices”
specified below its name on the signature pages hereof; or, as to any party, at
such other address as shall be designated by such party in a notice to each
other party hereto.  Unless otherwise expressly provided in the Loan
Documents, the Borrower shall only be required to send notices, requests,
demands, statements, authorizations, approvals, directions, consents and other
communications to the Administrative Agent on behalf of all of the
Lenders.




(b)  Notices
and other communications to the Lenders hereunder may be delivered or furnished
by electronic communications pursuant to procedures approved by the
Administrative Agent; provided that the
foregoing shall not apply to notices pursuant to Article II or notices
pursuant to Section
13.03 unless otherwise agreed by the Administrative Agent and the
applicable Lender.  The Administrative Agent or the Borrower may, in
its discretion, agree (in writing) to accept notices and other communications to
it hereunder by electronic communications pursuant to procedures approved by it;
provided that
approval of such procedures by such party may be limited to particular notices
or communications.




(c)  Any
person shall have the right to specify, from time to time, as its address or
addresses for purposes of this Agreement, any other address or addresses upon
giving notice thereof to each other person then entitled to receive notices or
other instruments hereunder at least five (5) days before such change of address
shall become effective for purposes of this Agreement.




14.03  Expenses,
Etc.  Subject to the limitation set forth in Section
14.26:




(a)  The
Borrower agrees to pay on demand or reimburse on demand to the applicable party
all reasonable out-of-pocket costs and expenses of the Administrative Agent and
the Arranger incurred prior to the Closing Date or otherwise in connection with
the closing of the Loans (including customary post-closing follow-through) and
in connection with the satisfaction of the requirements of Section 8.19
following the Closing Date, including, but not limited to, (i) the
reasonable fees and expenses for Morrison & Foerster LLP, counsel to the
Administrative Agent and Eurohypo; such legal fees to be paid on the Closing
Date; provided,
however, that payment of ten percent (10%) of such legal fees shall be
deferred and payable promptly upon the Borrower’s receipt of a closing binder
and legal invoices prepared by Morrison & Foerster LLP and payment of
any such legal fees relating to the satisfaction of the requirements of Section 8.19
following the Closing Date shall be payable promptly following the Borrower’s
receipt of any legal invoice therefor (if delivered subsequent to the invoices
covering the 10% retention referred to above), (ii) due diligence expenses,
including title insurance reports and policies, surveys, title and lien searches
and appraisals (including the Appraisal and the Environmental Reports) and
(iii) fees and expenses for the services of an insurance consultant, in
connection with:  the negotiation, preparation, execution and delivery
of this Agreement and the other Loan Documents and initial funding of the Loans
hereunder and the creation and perfection of the Liens to be created by the
Security Documents.




(b)  The
Borrower also agrees to pay on demand or reimburse on demand to the applicable
party all reasonable out-of-pocket costs and expenses of the Administrative
Agent incurred after the Closing Date (including, but not limited to, the
reasonable fees and expenses of legal counsel, but excluding any travel expenses
incurred for travel by the personnel of the Administrative Agent (but not any of
its consultants when engaged in services for which the Borrower is required to
reimburse the Administrative Agent hereunder, with the understanding that the
Administrative Agent shall use good faith efforts to attempt to engage qualified
local consultants to provide such services) and also excluding the
Administrative Agent’s internal overhead) in connection with (i) any release of
a Project under Section 2.09, (ii)
the negotiation or preparation of any Modification or waiver of any of the terms
of this Agreement or any of the other Loan Documents (whether or not
consummated), (iii) the protection and maintenance of the perfection and
priority of the Liens created pursuant to the Security Documents, (iv) the
negotiation with any tenant, execution, delivery or recordation of any SNDA
Agreement, (v) any review or inspection of the work undertaken pursuant to
Section 8.21
(including, without limitation, any seismic review undertaken to measure the
probable maximum loss with respect to the affected Projects following the
completion of such work); any monitoring or evaluation of environmental
conditions occurring at any Project following the occurrence of (A) any
event for which notice is required under Section 8.11(b),
(B) any violation by the Borrower of any of its covenants contained in
Section 8.11(a)
or (C) any act or occurrence for which the Borrower is obligated to
indemnify the Administrative Agent or any Lender pursuant to the terms set forth
in the Environmental Indemnity Agreement; any review, inspection or evaluation
undertaken by the Restoration Consultant; and the preparation of any reports or
studies in connection with any of the foregoing, (vi) any review of
documents or requests, consideration for approval or disapproval or exercise of
rights outside of the ordinary day-to-day administration of the Loans and the
Loan Documents, and (vii) any other act, condition, request, delivery or
other item, if any other applicable provision of this Agreement or the other
Loan Documents provides for the costs and expenses of the Administrative Agent
in connection therewith to be paid by the Borrower and are not in violation of
the limitations contained herein.




(c)  The
Borrower also agrees to pay on demand or reimburse on demand to the applicable
party all reasonable out-of-pocket costs and expenses of the Lenders and the
Administrative Agent (including, but not limited to, the reasonable fees and
expenses of legal counsel) in connection with (i) any Default and any
enforcement or collection proceedings resulting therefrom, including all manner
of participation in or other involvement with (A) bankruptcy, insolvency,
receivership, foreclosure, winding up or liquidation proceedings, (B) judicial
or regulatory proceedings and (C) workout, restructuring or other negotiations
or proceedings (whether or not the workout, restructuring or transaction
contemplated thereby is consummated) and (ii) the enforcement of this Section
14.03.




(d)  The
Borrower also agrees to pay on demand or reimburse on demand to the applicable
party all transfer, stamp, documentary or other similar taxes, assessments or
charges levied by any Governmental Authority in respect of this Agreement or any
of the other Loan Documents or any other document referred to herein or therein
and all costs, expenses, taxes, assessments and other charges incurred in
connection with any filing, registration, recording or perfection of any
security interest contemplated by any Security Document or any other document
referred to therein.




14.04  Indemnification.  (a) The
Borrower hereby agrees to (i) protect and indemnify the Indemnified Parties
from, and hold each of them harmless, from and against all damages, losses,
claims, actions, liabilities (or actions, investigations or other proceedings
commenced or threatened in respect thereof) penalties, fines, costs and expenses
including reasonable attorneys’ fees and expenses (collectively and severally,
“Losses”) which
may be imposed upon, asserted against or incurred or paid by any of them
resulting from the claims of any third party relating to or arising out of (A)
the Projects, (B) any of the Loan Documents or the Transactions, (C) any ERISA
Events, (D) any Environmental Losses and (E) any act performed or permitted to
be performed by any Indemnified Party under any of the Loan Documents, except
for Losses to the extent determined by a court of competent jurisdiction to be
caused by the gross negligence, bad faith or willful misconduct of an
Indemnified Party (but the effect of this exception only eliminates the
liability of the Borrower with respect to the Indemnified Party (and if such
Indemnified Party is not a Lender, the Lender on whose behalf such Indemnified
Party was acting) to the extent such Indemnified Party has been adjudged to have
so acted and not with respect to any other Indemnified Party), and (ii)
reimburse each Indemnified Party on demand for any expenses (including the
reasonable attorneys’ fees and disbursements) reasonably incurred in connection
with the investigation of, preparation for or defense of any actual or
threatened claim, action or proceeding arising therefrom (excluding any action
or proceeding where the Indemnified Party is not a party to such action or
proceeding out of which any such expenses arise unless such Indemnified Party is
required to participate or respond in connection with such action or proceeding
(e.g., by way of deposition, discovery requests, testimony, subpoena or similar
reason)).  The Obligations shall not be considered to have been paid
in full unless all obligations of the Borrower under this Section 14.04(a)
shall have been fully performed (except for contingent indemnification
obligations for which no claim has actually been made pursuant to this
Agreement).  This Section 14.04(a)
shall survive repayment in full of the Obligations and, as to any Project, the
release of that Project as collateral for the Loans in accordance with Section 2.09 of this
Agreement, and in addition, shall survive the assignment, sale or other transfer
of the Administrative Agent’s or any Lender’s interest hereunder.




(b)           Reserved.




14.05  Amendments,
Etc.  Except as otherwise expressly provided in this Agreement
or the other Loan Documents, this Agreement and the other Loan Documents may be
Modified only by an instrument in writing signed by the Borrower and the
Administrative Agent acting with the consent of the Required Lenders; provided
that:  (a) no Modification or waiver shall, unless by an
instrument signed by all of the Lenders or by the Administrative Agent acting
with the written consent of all of the Lenders:(i) extend
the date fixed for the payment of principal of or interest on any Loan or any
fee hereunder or under the Loan Documents, including, without limitation, any
extension of the Maturity Date, (ii) reduce the amount of any such payment of
principal, (iii) reduce the rate at which interest is payable thereon or
any fee is payable hereunder, (iv) alter the rights or obligations of the
Borrower to prepay Loans, (v) alter the manner in which payments or prepayments
of principal, interest or other amounts hereunder shall be applied as between
the Lenders or Types of Loans, (vi) alter the terms of this Section 14.05,
(vii) Modify the definition of the term “Required Lenders” or Modify in any
other manner the number or percentage of the Lenders required to make any
determinations or waive any rights hereunder or to Modify any provision hereof,
(viii) alter the several nature of the Lenders’ obligations hereunder,
(ix) release the Borrower, any collateral or the Guarantor or otherwise
terminate any Lien under any Security Document providing for collateral security
(except that no such consent shall be required, and the Administrative Agent is
hereby authorized, to release any Lien covering the collateral under the
Security Documents, and to release (or terminate the liability of) the Borrower
under the Loan Documents, and to release the Guarantor under the Guarantor
Documents:  (A) as expressly provided in the Loan Documents and
(B) upon payment of the Obligations in full in accordance with the terms of the
Loan Documents), (x) agree to additional obligations being secured by such
collateral security, or (xi) alter the relative priorities of the
obligations entitled to the benefits of the Liens created under the Security
Documents; (b) any Modification of Article XIII, or of
any of the rights or duties of the Administrative Agent hereunder shall require
the consent of the Administrative Agent and the Required Lenders; and (c) no
Modification shall increase the Commitment of any Lender without the consent of
such Lender or increase the aggregate Commitments of all Lenders to an amount in
excess of Three Hundred Forty Million Dollars minus the amount of all
prepayments (including, without limitation amounts paid pursuant to Section 2.09)
theretofore made by the Borrower hereunder, without the consent of all Lenders;
and provided,
further, that
without the consent of the Required Lenders, in no event shall the
Administrative Agent: (I) waive any interest accrued at the Post-Default Rate
(to the extent such interest exceeds the interest which would have accrued at
the interest rate that would be in effect if the Post-Default Rate was not then
applicable) or late fees; (II) waive any covenant of Borrower set forth in Section 9.02 (except
for the waiver, in accordance with the Administrative Agent’s standard of care
set forth in Article
XIII hereof, of any matter which the Administrative Agent, pursuant to
the express terms of Section 9.02, is
required or permitted to approve) or grant any consent pursuant to Section 9.03 or 9.04 with respect to
the incurrence of Indebtedness to be secured by a Lien encumbering any Project
(except for the grant of consent, in accordance with the Administrative Agent’s
standard of care set forth in Article XIII hereof,
with respect to any matter which the Administrative Agent, pursuant to the
express terms of Section 9.03 or 9.04, is required or
permitted to approve); or (III) waive any material Default or Event of
Default.  Notwithstanding anything to the contrary contained in this
Agreement or the other Loan Documents, the Administrative Agent is hereby
authorized by the Lenders to enter into Modifications to the Loan Documents
which are ministerial in nature, including the preparation and execution of
Uniform Commercial Code forms, Assignments and Assumptions, Joinders and SNDA
Agreements and any amendment to the definition of “Change of Control” that would
eliminate the exclusions set forth in clause (i) or (ii) of such definition.




14.06  Successors and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted
assigns.




14.07  Assignments and
Participations.




(a)  Consent Required for
Assignments by the Borrower.  Except as otherwise expressly
permitted by this Agreement, the Borrower may not assign any of its rights or
obligations hereunder or under the Loan Documents without the prior consent of
all of the Lenders and the Administrative Agent.




(b)  Assignments by
Lenders.




(i)  Subject
to the conditions set forth in subsection (b)(ii)
below, any Lender may assign to one or more assignees all or a portion of its
rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it) with the prior written consent
of:




(A)  the
Borrower, whose consent shall not be unreasonably withheld, conditioned or
delayed; provided that (1)
such consent shall be deemed granted should the Borrower fail to respond within
five (5) Business Days upon receipt of a notice of such assignment and (2)
should the Borrower not give such consent, the Borrower shall provide to the
Administrative Agent and the Lender requesting such assignment its specific
reasons for such disapproval; provided that no
consent of the Borrower shall be required for an assignment to a Lender, an
Affiliate of a Lender that is engaged in making, purchasing, holding or
investing in bank loans and similar extensions of credit in the ordinary course
of its business (and which is not engaged in the business of acquiring direct or
indirect ownership interests in commercial real estate projects), an Eligible
Assignee or, if a Major Default exists, any other assignee; and




(B)  the
Administrative Agent, whose consent shall not be unreasonably withheld,
conditioned or delayed; provided that no
consent of the Administrative Agent shall be required for an assignment of all
or a portion of any Commitment or Loans to an assignee that is a Lender with a
Commitment immediately prior to giving effect to such assignment or an Affiliate
of the assigning Lender if also an Eligible Assignee.




(ii)  Assignments
shall be subject to the following additional conditions:




(A)  except in
the case of an assignment to a Lender or an Affiliate of a Lender or an
assignment of the entire remaining amount of the assigning Lender’s Commitment
or Loan, the amount of the Commitment or Loan of the assigning Lender subject to
each such assignment (determined as of the date the Assignment and Assumption
with respect to such assignment is delivered to the Administrative Agent) shall
not be less than $5,000,000 unless each of the Borrower and the Administrative
Agent otherwise consent; provided that no such
consent of the Borrower shall be required if an Event of Default
exists;




(B)  each
partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender’s rights and obligations under this Agreement;




(C)  the
parties to each assignment shall execute and deliver to the Administrative Agent
an Assignment and Assumption, together with a processing and recordation fee of
$4,500; and




(D)  the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent
an Administrative Questionnaire.




(iii)  Subject
to acceptance and recording thereof pursuant to subsection (b)(iv)
of this Section
14.07, from and after the effective date specified in each Assignment and
Assumption the assignee thereunder shall be a party hereto and, to the extent of
the interest assigned by such Assignment and Assumption, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender’s
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto but shall continue to be entitled to the benefits of Sections 5.01,
5.05, 5.06 and 14.04); provided, however, that in no
event shall such assigning Lender be released with respect to any defaults by or
liabilities of such Lender under the Loan Documents which accrued prior to such
assignment.  Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this Section 14.07 shall
be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with subsection (c) of
this Section 14.07.




(iv)  The
Administrative Agent shall maintain at its Principal Office a copy of each
Assignment and Assumption delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitment of, and principal
amount of the Loan owing to, each Lender pursuant to the terms hereof from time
to time (the “Register”).  The
entries in the Register shall be conclusive absent manifest error, and the
Borrower, the Administrative Agent, and the Lenders may treat each Person whose
name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary.  The Administrative Agent shall record all entries in the
Register promptly upon their being effected.  The Register shall be
available for inspection by the Borrower and any Lender, at any reasonable time
and from time to time upon reasonable prior notice.




(v)  Upon its
receipt of a duly completed Assignment and Assumption executed by an assigning
Lender and an assignee, the assignee’s completed Administrative Questionnaire,
the processing and recordation fee referred to in subsection (b) of
this Section
14.07 and any written consent to such assignment required by subsection (b) of
this Section
14.07, the Administrative Agent shall accept such Assignment and
Assumption and record the information contained therein in the
Register.  No assignment shall be effective for purposes of this
Agreement unless it has been recorded in the Register as provided in this
subsection.




(c)  Participations.




(i)  Any
Lender may, without the consent of the Borrower or the Administrative Agent,
sell participations to one or more banks or other financial institutions
(including, without limitation, life insurance companies), or an Affiliate of
the Lender that is engaged in making, purchasing, holding or investing in bank
loans and similar extensions of credit in the ordinary course of its business
(and which is not engaged in the business of acquiring direct or indirect
ownership interests in commercial real estate projects) (a “Participant”) in all
or a portion of such Lender’s rights and obligations under this Agreement and
the other Loan Documents (including all or a portion of its Commitment and the
Loans owing to it); provided that
(A) such Lender’s obligations under this Agreement and the other Loan
Documents shall remain unchanged, (B) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (C) the Borrower, the Administrative Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender’s rights and obligations under this Agreement and the other Loan
Documents.  Any agreement or instrument pursuant to which a Lender
sells such a participation shall provide that such Lender shall retain the sole
right to enforce this Agreement and the other Loan Documents and to approve any
Modification or waiver of any provision of this Agreement or any other Loan
Document; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of such Participant, agree to (1) increase or extend the term of such
Lender’s Commitment to the extent that it affects such Participant, (2) extend
the date fixed for the payment of principal of or interest on the related Loan
or Loans, (3) reduce the amount of any such payment of principal or (4) reduce
the rate at which interest is payable thereon to a level below the rate at which
the Participant is entitled to receive such interest.  Subject to
subsection (c)(ii)
of this Section
14.07, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections
5.01, 5.05 and 5.06 to the same
extent, but subject to the same limitations, conditions and duties set forth in
such sections, as if it were a Lender and had acquired its interest by
assignment pursuant to subsection (b)
of this Section
14.07.  To the extent permitted by law, each Participant also
shall be entitled to the benefits of Section 14.10 as
though it were a Lender; provided that such
Participant agrees to be subject to Section 14.10 as
though it were a Lender.




(ii)  A
Participant shall not be entitled to receive any greater payment under Section 5.01
or 5.06
than the applicable Lender would have been entitled to receive with respect to
the participation sold to such Participant, unless the sale of the participation
to such Participant is made with the Borrower’s prior written
consent.  A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 5.06
unless the Borrower is notified of the participation sold to such Participant
and such Participant agrees in writing, for the benefit of the Borrower, to
comply with Section 5.06 as
though it were a Lender.




(d)  Pledges.  In
addition to the assignments and participations permitted under the foregoing
provisions of this Section
14.07:  (i) any Lender may (without notice to the 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
transferable as provided therein; and (ii) any Lender may (upon notice to the
Administrative Agent and without payment of any fee) assign and pledge all or
any portion of its Loans and its Note as collateral for financing, and such
Loans and Note shall be fully transferable as provided therein.  No
such assignment shall release the assigning Lender from its obligations
hereunder.




(e)  Provision of Information to
Assignees and Participants.  A Lender may furnish any
information concerning the Borrower, the Projects, the Loans, the Borrower’s
Member/General Partner or any Borrower Party in the possession of such Lender
from time to time to assignees, pledgees and participants (including prospective
assignees, pledgees and participants), subject, however, to the party receiving
such information confirming in writing that such party and such information is
subject to the provisions of Section
14.24.




(f)  No Assignments to the
Borrower or Affiliates.  Anything in this Section 14.07 or
Section 14.27
to the contrary notwithstanding, each Lender agrees for itself that it shall not
assign or participate any interest in any Loan held by it hereunder to the
Borrower or any of its Affiliates without the prior consent of each
Lender.




14.08  Survival.  The
obligations of the Borrower under Sections 3.02(e),
5.01, 5.05, 5.06, 14.03, 14.04 and 14.12, and the
obligations of the Lenders under Sections 13.05,
shall survive the repayment of the Obligations, the termination of the
Commitments and, as to any Project, the release of that Project as collateral
for the Loans in accordance with Section 2.09 of this
Agreement, and in addition, in the case of any Lender that may assign any
interest under the Loan Documents in accordance with the terms thereof including
any Lender’s interest in its Commitment or Loan hereunder, shall survive the
making of such assignment, notwithstanding that such assigning Lender may cease
to be a “Lender” hereunder.  In addition, each representation and
warranty made herein or pursuant hereto by the Borrower shall survive the making
of such representation and warranty, and no Lender shall be deemed to have
waived, by reason of making any Loan, any Default that may arise by reason of
such representation or warranty proving to have been false or misleading,
notwithstanding that such Lender or the Administrative Agent may have had notice
or knowledge or reason to believe that such representation or warranty was false
or misleading at the time such Loan was made.




14.09  Reserved.




14.10  Right of
Set-off.




(a)  Upon the
occurrence and during the continuance of any Event of Default, each of the
Lenders is, subject (as between the Lenders) to the provisions of subsection (c) of
this Section
14.10, hereby authorized at any time and from time to time, without
notice to the Borrower (any such notice being expressly waived by the Borrower)
and to the fullest extent permitted by law, to set-off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held, and other indebtedness at any time owing, by such Lender in any of its
offices, in Dollars or in any other currency, to or for the credit or the
account of the Borrower against any and all of the respective obligations of the
Borrower now or hereafter existing under the Loan Documents, irrespective of
whether or not such Lender or any other Lender shall have made any demand
hereunder and although such obligations may be contingent or unmatured and such
deposits or indebtedness may be unmatured.  Each Lender and the
Administrative Agent acknowledges that it is aware of the implications of the
anti-deficiency laws and “one form of action” laws of various jurisdictions in
which the Collateral may be located.  These laws, in general, restrict
or prohibit the exercise of remedies under loans secured by real property, and
the violation of those laws can result in severe consequences to a lender,
including a loss of the real property security.  These laws include,
for example, Section 726 of the California Code of Civil
Procedure.  Therefore, anything obtained in this Section 14.10 to the
contrary notwithstanding, no Lender shall exercise any right of set-off against
any Borrower Party with respect to the Obligations under the Loan Documents
without the prior written consent of all of the Lenders.  In the event
that any Lender exercises any right of set-off without all of the Lenders’ prior
consent, such Lender shall protect, indemnify, defend and hold harmless the
Administrative Agent and each of the other Lenders from and against any
liability, loss, cost, damage, or injury that may result from such Person’s
exercise of its right of set-off.  This Section 14.10 shall
inure only for the benefit of the Lenders and the Administrative Agent, and may
not be relied upon by any third party, including but not limited to the Borrower
and its Subsidiaries.




(b)  Each
Lender shall promptly notify the Borrower and the Administrative Agent after any
such set-off and application, provided that the
failure to give such notice shall not affect the validity of such set-off and
application.  The rights of the Lenders under this Section 14.10 are in
addition to other rights and remedies (including other rights of set-off) which
the Lenders may have.




(c)  If an
Event of Default has resulted in the Loans becoming due and payable prior to the
stated maturity thereof, each Lender agrees that it shall turn over to the
Administrative Agent any payment (whether voluntary or involuntary, through the
exercise of any right of setoff or otherwise) on account of the Loans held by it
in excess of its ratable portion of payments on account of the Loans obtained by
all the Lenders.




14.11  Remedies of
Borrower.  It is expressly understood and agreed that,
notwithstanding any Applicable Law or any provision of this Agreement or the
other Loan Documents to the contrary, the liability of the Administrative Agent
and each Lender (including their respective successors and assigns) and any
recourse of the Borrower against the Administrative Agent and each Lender shall
be limited solely and exclusively to their respective interests in the Loans
and/or Commitments or the Projects.  Without limiting the foregoing,
in the event that a claim or adjudication is made that the Administrative Agent,
any of the Lenders, or their agents, acted unreasonably or unreasonably delayed
acting in any case where by Applicable Law or under this Agreement or the other
Loan Documents, the Administrative Agent, any Lender or any such agent, as the
case may be, has an obligation to act reasonably or promptly, or otherwise
violated this Agreement or the Loan Documents, the Borrower agrees that none of
the Administrative Agent, the Lenders or their agents shall be liable for any
incidental, indirect, special, punitive, consequential or speculative damages or
losses resulting from such failure to act reasonably or promptly in accordance
with this Agreement or the other Loan Documents.




14.12  Brokers.  The
Borrower hereby represents to the Administrative Agent and each Lender that it
has not dealt with any broker, underwriter, placement agent, or finder in
connection with the Transactions.  The Borrower hereby agrees that it
shall pay any and all brokerage commissions or finders fees owing to any broker
or finder engaged by Borrower or any of its Affiliates in connection with the
Transactions and agrees and acknowledges that payment of all such brokerage
commissions or finders fees shall be the Borrower’s sole
responsibility.  The Borrower hereby agrees to protect and 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 or finder engaged by Borrower or any of
its Affiliates that such Person acted on behalf of the Borrower and is entitled
to compensation in connection with the Transactions.




14.13  Estoppel
Certificates.




(a)  The
Borrower, within ten (10) days after the Administrative Agent’s request, shall
furnish to the Administrative Agent a written statement, duly acknowledged,
certifying to the Administrative Agent and each Lender and/or, subject to the
terms of Section
14.07, any proposed assignee of any portion of the interests
hereunder:  (i) the amount of the Outstanding Principal Amount then
owing under this Agreement and each of the Notes, (ii) the terms of payment and
Stated Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the
date to which interest has been paid under each of the Notes, (iv) whether, to
the Borrower’s knowledge, any offsets or defenses exist against the repayment of
the Loans and, if any are alleged to exist, a reasonably detailed description
thereof, (v) the extent to which the Loan Documents have been Modified by the
Borrower and (vi) such other information as the Administrative Agent shall
reasonably request.




(b)  The
Administrative Agent, within ten (10) days after the Borrower’s reasonable
request therefor, shall furnish to the Borrower a written statement, duly
acknowledged, certifying to any prospective permitted purchaser of an interest
in the Borrower or any prospective permitted lender to the Borrower or any
lender providing any Guaranteed Line of Credit, as to which the Borrower or any
Subsidiary thereof remains or will be obligated under a Guarantee: (i) the
amount of the Outstanding Principal Amount, (ii) the terms of payment and Stated
Maturity Date of the Loans (or if earlier, the Maturity Date), (iii) the date to
which interest has been paid under each of the Notes, (iv) whether, to the
actual knowledge of the Person signing on behalf of the Administrative Agent,
there are any Defaults on the part of the Borrower under this Agreement or under
any of the other Loan Documents, and, if any are alleged to exist, a detailed
description thereof and (v) the extent to which the Loan Documents have been
Modified.




14.14  Preferences.  To
the extent that the Borrower makes a payment or payments to the Administrative
Agent and/or any Lender, which payment or proceeds or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside
or required to be repaid to a trustee, receiver or any other party under any
bankruptcy law, state or federal law, common law or equitable cause, then, to
the extent of such payment or proceeds received, the obligations hereunder or
part thereof intended to be satisfied shall be revived and continue in full
force and effect, as if such payment or proceeds had not been received by the
Administrative Agent or a Lender, as the case may be.




14.15  Certain
Waivers.  The Borrower hereby irrevocably and unconditionally
waives (a) promptness and diligence, (b) notice of any actions taken
by the Administrative Agent or any Lender hereunder or under any other Loan
Document or any other agreement or instrument relating thereto except to the
extent (i) otherwise expressly provided herein or therein or (ii) the Borrower
is not, pursuant to Applicable Law, permitted to waive the giving of such
notice, (c) all other notices, demands and protests, and all other
formalities of every kind in connection with the enforcement of the Borrower’s
obligations hereunder and under the other Loan Documents, the omission of or
delay in which, but for the provisions of this Section 14.15, might
constitute grounds for relieving the Borrower of any of its obligations
hereunder or under the other Loan Documents, except to the extent otherwise
expressly provided herein or to the extent that the Borrower is not, pursuant to
Applicable Law, permitted to waive the giving of such notice, (d) any
requirement that the Administrative Agent or any Lender protect, secure, perfect
or insure any lien on any collateral for the Loans or exhaust any right or take
any action against the Borrower or any other Person or against any collateral
for the Loans, (e) any right or claim of right to cause a marshalling of
the Borrower’s assets and (f) until the Obligations are paid in full and
discharged, all rights of subrogation or contribution, whether arising by
contract or operation of law or otherwise by reason of payment by the Borrower
pursuant hereto or to the other Loan Documents.




14.16  Entire
Agreement.  This Agreement, the Notes and the other Loan
Documents constitute the entire agreement between the Borrower, the
Administrative Agent and the Lenders with respect to the subject matter hereof
and all understandings, oral representations and agreements heretofore or
simultaneously had among the parties are merged in, and are contained in, such
documents and instruments.




14.17  Severability.  If
any provision of this Agreement shall be held by any court of competent
jurisdiction to be unlawful, void or unenforceable for any reason as to any
Person or circumstance, such provision or provisions shall be deemed severable
from and shall in no way affect the enforceability and validity of the remaining
provisions of this Agreement.




14.18  Captions.  The
table of contents and captions and section headings appearing herein are
included solely for convenience of reference and are not intended to affect the
interpretation of any provision of this Agreement.




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




14.20  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.




14.21  SUBMISSION TO
JURISDICTION.  THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH
OF THE LENDERS HEREBY IRREVOCABLY (I) AGREE THAT ANY SUIT, ACTION OR OTHER LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES, ANY SECURITY
DOCUMENT, OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN A COURT OF RECORD IN THE
STATE OF CALIFORNIA, COUNTY OF LOS ANGELES OR IN THE COURTS OF THE UNITED STATES
OF AMERICA LOCATED IN SUCH STATE AND COUNTY, (II) CONSENT TO THE JURISDICTION OF
EACH SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING, (III) WAIVE ANY
OBJECTION WHICH IT MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING IN ANY OF SUCH COURTS AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR
PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND (IV) AGREE AND CONSENT
THAT ALL SERVICE OF PROCESS UPON THE BORROWER IN ANY SUCH SUIT, ACTION OR
PROCEEDING IN ANY SUCH STATE OR FEDERAL COURT MAY BE MADE BY CERTIFIED OR
REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO THE BORROWER, AT THE
ADDRESS FOR NOTICES PURSUANT TO SECTION 14.02
HEREOF, AND SERVICE SO MADE SHALL BE COMPLETE FIVE (5) DAYS AFTER THE SAME SHALL
HAVE BEEN SO MAILED.  NOTHING IN THIS SECTION 14.21 SHALL
AFFECT THE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER TO SERVE LEGAL
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR AFFECT THE RIGHT OF THE
ADMINISTRATIVE AGENT OR ANY LENDER TO BRING ANY SUIT, ACTION OR PROCEEDING
AGAINST THE BORROWER OR THE PROPERTY OF THE BORROWER IN THE COURTS OF ANY OTHER
JURISDICTIONS.




14.22  WAIVER OF JURY TRIAL;
COUNTERCLAIM.  EACH OF THE BORROWER, THE ADMINISTRATIVE AGENT
AND THE LENDERS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE NOTES, THE OTHER LOAN
DOCUMENTS OR THE TRANSACTIONS.  THE BORROWER FURTHER HEREBY
IRREVOCABLY AND UNCONDITIONALLY WAIVES, IN CONNECTION WITH ANY LEGAL PROCEEDING
BROUGHT BY OR ON BEHALF OF THE ADMINISTRATIVE AGENT OR THE LENDERS WITH RESPECT
TO THIS AGREEMENT, THE NOTES , THE OTHER LOAN DOCUMENTS OR OTHERWISE IN RESPECT
OF THE LOANS, ANY AND EVERY RIGHT THE BORROWER MAY HAVE TO (A) INTERPOSE
ANY COUNTERCLAIM THEREIN, OTHER THAN A MANDATORY OR COMPULSORY COUNTERCLAIM, AND
(B) HAVE THE SAME CONSOLIDATED WITH ANY OTHER OR SEPARATE SUIT, ACTION OR
PROCEEDING.  NOTHING CONTAINED IN THE IMMEDIATELY PRECEDING SENTENCE
SHALL PREVENT OR PROHIBIT THE BORROWER FROM INSTITUTING OR MAINTAINING A
SEPARATE ACTION AGAINST THE ADMINISTRATIVE AGENT OR THE LENDERS WITH RESPECT TO
ANY ASSERTED CLAIM.  THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY
WAIVE ANY DEFENSE OR OBJECTION TO THE BORROWER INSTITUTING OR MAINTAINING SUCH A
SEPARATE ACTION AGAINST THE ADMINISTRATIVE AGENT OR THE LENDERS FOR ANY CLAIM
WHICH THE BORROWER IS PRECLUDED FROM INTERPOSING AS A COUNTERCLAIM IN OR
CONSOLIDATING WITH ANY PROCEEDING COMMENCED BY THE ADMINISTRATIVE AGENT OR THE
LENDERS DESCRIBED IN THIS SECTION 14.22, BUT
THE DEFENSES AND OBJECTIONS SO WAIVED ARE LIMITED SOLELY TO DEFENSES AND
OBJECTIONS BASED ON THE ASSERTION OF SUCH CLAIM IN A SEPARATE ACTION AND DO NOT
INCLUDE ANY OTHER DEFENSES OR OBJECTIONS, WHETHER PROCEDURAL OR SUBSTANTIVE.




14.23  Limitation of
Liability.




(a)  Neither
the Borrower, nor any past, present or future member in, partner in, or manager
of the Borrower, nor any owner of any direct or indirect Equity Interests in the
Borrower, shall be personally liable for payments due hereunder or under any
other Loan Document or for the performance of any obligation of the Borrower
hereunder or thereunder, or breach of any representation or warranty made by the
Borrower hereunder or thereunder.  Notwithstanding the foregoing
provisions of this Section 14.23(a), the
Borrower (but not  any past, present or future member in, partner in,
or manager of the Borrower, nor any owner of any direct or indirect Equity
Interests in the Borrower) shall be personally (and on a full recourse basis)
liable for and shall protect, indemnify and defend the Administrative Agent and
the Lenders from and against, and shall hold the Administrative Agent and the
Lenders harmless of, from and against any deficiency, liability, loss, damage,
costs, and expenses (including legal fees and disbursements) suffered by the
Administrative Agent and/or the Lenders and caused by, or related to or as a
result of any of the following:  (i) the commission of a criminal act
by or on behalf of the Borrower, (ii) fraud, intentional misrepresentation or
intentionally inaccurate certification made at any time in connection with the
Loan Documents or the Loans by or on behalf of the Borrower; (iii)
misapplication or misappropriation of cash flow or other revenue derived from or
in respect of the Projects, including security deposits, Insurance Proceeds,
Condemnation Awards, or any rental, sales or other income derived directly or
indirectly from the Projects in violation of the Loan Documents by or on behalf
of the Borrower; and/or (iv) intentional or bad faith commission of waste
to or of the Projects or any portion thereof by or on behalf of the
Borrower.  In addition, the Borrower (but not any past, present or
future member in, partner in or manager of the Borrower, nor any owner of any
direct or indirect Equity Interests in the Borrower) shall be personally (and on
a full recourse basis) liable for and shall protect, indemnify and defend the
Administrative Agent and the Lenders from and against, and shall hold the
Administrative Agent and the Lenders harmless of, from and against any
deficiency, liability, loss, damage, costs, and expenses (including legal fees
and disbursements) suffered by the Administrative Agent and/or the Lenders and
caused by, or related to or as a result of any of the following:
(A) voluntary bankruptcy or collusion in an involuntary bankruptcy of the
Borrower by or on behalf of the Borrower, (B) any violation of Section 8.11(a) or
resulting from a failure to perform under the Environmental Indemnity, and/or
(C) interference with foreclosure following an Event of Default by or on
behalf of the Borrower.




(b)  Nothing
contained in this Section shall impair the validity of the indebtedness,
obligations or Liens arising under the Loan Documents. Notwithstanding anything
to the contrary contained herein, the Administrative Agent may pursue any power
of sale, bring any foreclosure action, any action for specific performance, or
any other appropriate action or proceedings against Borrower or any other Person
for the purpose of enabling the Administrative Agent and the Lenders to realize
upon the collateral for the Loans (including, without limitation, any Rents and
Net Proceeds to the extent provided for in the Loan Documents) or to obtain the
appointment of a receiver.




(c)  Notwithstanding
anything to the contrary contained herein, the Guarantor shall have personal
liability on the terms contained in the Guarantor Documents (to the extent
provided therein).




14.24  Confidentiality.  Each
of the Administrative Agent and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information
that may be disclosed (a) to it and its Subsidiaries’ and Affiliates’
directors, officers, employees and agents, including accountants, legal counsel
and other advisors (it being understood that the Persons to whom such disclosure
is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential), (b) to the extent
requested by any regulatory authority, (c) to the extent required by
Applicable Laws or by any subpoena or similar legal process, (d) to any
other party to this Agreement, (e) in connection with the exercise of any
remedies hereunder or under any other Loan Document or any suit, action or
proceeding relating to this Agreement or any other Loan Document or the
enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section 14.24, to (i)
any assignee or pledgee of or Participant in, or any prospective assignee or
pledgee of or Participant in, any of its rights or obligations under this
Agreement or (ii) any actual or prospective counterparty (or its advisors) to
any swap or derivative transaction relating to the Borrower and its obligations,
(g) with the consent of the Borrower or (h) to the extent such
Information (i) becomes publicly available other than as a result of a
breach of this Section
14.24 or of arrangements entered into pursuant hereto or
(ii) becomes available to the Administrative Agent or any Lender on a
non-confidential basis from a source other than the Borrower; provided, however, the
obligation to maintain the confidentiality of the Information provided hereunder
shall expire twelve (12) months after the date upon which the Obligations
hereunder are indefeasibly paid in full.  For the purposes of this
Section 14.24,
“Information”
means all written information received from or on behalf of the Borrower
relating to the Borrower, its Subsidiaries or Affiliates or their respective
businesses, other than any such information that is available to the
Administrative Agent or any Lender on a nonconfidential basis (and obtained from
a Person not known by the Administrative Agent or such Lender to have disclosed
such information in violation of a contractual confidentiality obligation of
such Person owed to the Borrower) prior to disclosure by the
Borrower.  The Administrative Agent and each Lender, to the extent
required to maintain the confidentiality of Information as provided in this
Section 14.24,
shall be considered to have complied with its obligation to do so if such Person
has exercised the same degree of care to maintain the confidentiality of such
Information as a commercial banker exercising reasonable and customary business
practices would accord to its own confidential
information.  Notwithstanding anything herein to the contrary, the
information subject to this Section 14.24 shall
not include, and the Administrative Agent and each Lender may disclose without
limitation of any kind, any information with respect to the “tax treatment” and
“tax structure” (in each case, within the meaning of Treasury Regulation Section
1.6011-4) of the transactions contemplated hereby and all materials of any kind
(including opinions or other tax analyses) that are provided to the
Administrative Agent or such Lender relating to such tax treatment and tax
structure; provided that with
respect to any document or similar item that in either case contains information
concerning the tax treatment or tax structure of the transactions as well as
other information, this sentence shall only apply to such portions of the
document or similar item that relate to the tax treatment or tax structure of
the Loans and transactions contemplated hereby. Subject to the terms set
forth in this sentence, Borrower authorizes Administrative Agent and each of the
Lenders to issue, at their own expense, press releases, advertisements and other
promotional materials in connection with 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).




14.25  Usury Savings
Clause.  It is the intention of the Borrower, the
Administrative Agent and the Lenders to conform strictly to the usury and
similar laws relating to interest from time to time in force, and all Loan
Documents between the Borrower, the Administrative Agent and the Lenders,
whether now existing or hereafter arising and whether oral or written, are
hereby expressly limited so that in no contingency or event whatsoever, whether
by acceleration of maturity hereof or otherwise, shall the amount paid or agreed
to be paid in the aggregate to the Lenders as interest (whether or not
designated as interest, and including any amount otherwise designated by or
deemed to constitute interest by a court of competent jurisdiction) hereunder or
under the other Loan Documents or in any other agreement given to secure the
Loans, or in any other document evidencing, securing or pertaining to the Loans,
exceed the maximum amount (the “Maximum Rate”)
permissible under Applicable Laws.  If under any circumstances
whatsoever fulfillment of any provision hereof, of this Agreement or of the
other Loan Documents, at the time performance of such provisions shall be due,
shall involve exceeding the Maximum Rate, then, ipso facto, the obligation to be
fulfilled shall be reduced to the Maximum Rate.  For purposes of
calculating the actual amount of interest paid and/or payable hereunder in
respect of laws pertaining to usury or such other laws, all sums paid or agreed
to be paid to the Lenders for the use, forbearance or detention of the Loans
evidenced hereby, outstanding from time to time shall, to the extent permitted
by Applicable Law, be amortized, pro-rated, allocated and spread from the date
of disbursement of the proceeds of the Notes until payment in full of all of
such indebtedness, so that the actual rate of interest on account of such Loans
is uniform through the term hereof.  If under any circumstances any
Lender shall ever receive an amount which would exceed the Maximum Rate, such
amount shall be deemed a payment in reduction of the principal amount of the
applicable Loans and shall be treated as a voluntary prepayment under this
Agreement (without prepayment penalty or premium) and shall be so applied in
accordance with the provisions of this Agreement, or if such excessive interest
exceeds the outstanding amount of the applicable Loans and any other
Obligations, the excess shall be deemed to have been a payment made by mistake
and shall be refunded to the Borrower.




14.26  Cooperation with
Syndication.  The Borrower acknowledges that Arranger intends
to syndicate a portion of the Commitments to one or more Lenders (the
“Syndication”) and in connection therewith, the Borrower will take all actions
as Arranger may reasonably request to assist Arranger in its Syndication
effort.  Without limiting the generality of the foregoing, the
Borrower shall, at the request of Arranger (i) facilitate the review of the Loan
and the Projects by any prospective Lender; (ii) assist Arranger and otherwise
cooperate with Arranger in the preparation of information offering materials
(which assistance may include reviewing and commenting on drafts of such
information materials and drafting portions thereof); (iii) deliver updated
information on the Borrower and the Projects; (iv) make representatives of the
Borrower available to meet with prospective Lenders at tours of the Projects and
bank meetings; (v) facilitate direct contact between the senior management and
advisors of the Borrower and any prospective Lender; and (vi) provide Arranger
with all information reasonably deemed necessary by it to complete the
Syndication successfully.  The Borrower agrees to take such further
action, in connection with documents and amendments to the Loan Documents, as
may reasonably be required to effect such Syndication.  The Borrower
shall not be responsible for any costs or expenses incurred by the
Administrative Agent, the Arranger, any Lender or any other Person in connection
with such Syndication, other than Arranger’s attorneys’ fees incurred through
the closing of the Loan.




14.27  [Reserved]




14.28  Controlled
Account.  The Borrower hereby agrees with the Administrative
Agent, as to any Controlled Account into which this Agreement requires the
Borrower to deposit funds, as follows:




(a)           Establishment and
Maintenance of the Controlled Account.




(i)  Each
Controlled Account (A) shall be a separate and identifiable account from all
other funds held by the Depository Bank and (B) shall contain only funds
required to be deposited pursuant to this Agreement or any other Loan
Document.  Any interest which may accrue on the amounts on deposit in
a Controlled Account shall be added to and shall become part of the balance of
such Controlled Account.  The Borrower, the Administrative Agent and
the applicable Depository Bank shall enter into an agreement (the “Controlled Account
Agreement”), substantially in the form of Exhibit O attached
hereto (with such changes thereto as may be required by the Depository Bank and
satisfactory to the Administrative Agent, including, without limitation,
revisions necessary to utilize a separate deposit account control agreement
reasonably satisfactory to the Administrative Agent, the Depository Bank and the
Borrower) which shall govern the Controlled Account and the rights, duties and
obligations of each party to the Controlled Account Agreement.




(ii)  The
Controlled Account Agreement shall provide that (A) the Controlled Account shall
be established in the name of the Administrative Agent, as agent for the
Lenders, (B) the Controlled Account shall be subject to the sole dominion,
control and discretion of the Administrative Agent, and (C) neither the
Borrower nor any other Person, including, without limitation, any Person
claiming on behalf of or through the Borrower, shall have any right or
authority, whether express or implied, to make use of or withdraw, or cause the
use or withdrawal of, any proceeds from the Controlled Account or any of the
other proceeds deposited in the Controlled Account, except as expressly provided
in this Agreement or in the Controlled Account Agreement.




(b)           Deposits to and
Disbursements from the Controlled Account.  All deposits to and
disbursements of all or any portion of the deposits to the Controlled Account
shall be in accordance with this Agreement and the Controlled Account
Agreement.  The Borrower shall pay any and all fees charged by
Depository Bank in connection with the maintenance of the Controlled Account
required to be established by or for it hereunder, and the performance of the
Depository Bank’s duties.




(c)           Security
Interest.




(i)  The
Borrower hereby grants a perfected first priority security interest in favor of
the Administrative Agent for the ratable benefit of the Lenders in each
Controlled Account established by or for it hereunder and all financial assets
and other property and sums at any time held, deposited or invested therein, and
all security entitlements and investment property relating thereto, together
with any interest or other earnings thereon, and all proceeds thereof, whether
accounts, general intangibles, chattel paper, deposit accounts, instruments,
documents or securities (collectively, “Controlled Account
Collateral”), together with all rights of a secured party with respect
thereto (even if no further documentation is requested by the Administrative
Agent or the Lenders or executed by the Borrower).




(ii)  The
Borrower covenants and agrees:




(A)           to
do all acts that may be reasonably necessary to maintain, preserve and protect
the Controlled Account Collateral;




(B)           to
pay promptly when due all material taxes, assessments, charges, encumbrances and
liens now or hereafter imposed upon or affecting any Controlled Account
Collateral;




(C)           to
appear in and defend any action or proceeding which may materially and adversely
affect the Borrower’s title to or the Administrative Agent’s interest in the
Controlled Account Collateral;




(D)           following
the creation of each Controlled Account established by or for the Borrower and
the initial funding thereof, other than to the Administrative Agent pursuant to
this Agreement or a Controlled Account Agreement, not to transfer, assign, sell,
surrender, encumber, mortgage, hypothecate, or otherwise dispose of any of the
Controlled Account Collateral or rights or interests therein, and to keep the
Controlled Account Collateral free of all levies and security interests or other
liens or charges except the security interest in favor of the Administrative
Agent granted hereunder;




(E)           to
account fully for and promptly deliver to the Administrative Agent, in the form
received, all documents, chattel paper, instruments and agreements constituting
the Controlled Account Collateral hereunder, endorsed to the Administrative
Agent or in blank, as requested by the Administrative Agent, and accompanied by
such powers as appropriate and until so delivered all such documents,
instruments, agreements and proceeds shall be held by the Borrower in trust for
the Administrative Agent, separate from all other property of the Borrower;
and




(F)           from
time to time upon request by the Administrative Agent, to furnish such further
assurances of the Borrower’s title with respect to the Controlled Account
Collateral, execute such written agreements, or do such other acts, all as may
be reasonably necessary to effectuate the purposes of this agreement or as may
be required by law, or in order to perfect or continue the first-priority lien
and security interest of the Administrative Agent in the Controlled Account
Collateral.




(iii)  All
interest earned on the Controlled Account shall be retained in such Controlled
Account subject to the Borrower’s withdrawal rights set forth
herein.  The Borrower shall treat all interest earned on the
Controlled Account as its income for federal income tax purposes.




(iv)  Upon the
occurrence and during the continuation of an Event of Default, the
Administrative Agent may (and, upon the instruction of the Required Lenders,
shall):




(A)           without
any advertisement or notice to or authorization from the Borrower (all of which
advertisements, notices and/or authorizations are hereby expressly waived),
withdraw, sell or otherwise liquidate the funds deposited into any Controlled
Account, and apply the proceeds thereof to the unpaid Obligations in such order
as the Administrative Agent may elect in its sole discretion, without liability
for any loss, and the Borrower hereby consents to any such withdrawal and
application as a commercially reasonable disposition of such funds and agrees
that such withdrawal shall not result in satisfaction of the Obligations except
to the extent the proceeds are applied to such sums;




(B)           without
any advertisement or notice to or authorization from the Borrower (all of which
advertisements, notices and/or authorizations are hereby expressly waived),
notify any account debtor on any Controlled Account Collateral pledged by the
Borrower pursuant hereto to make payment directly to the Administrative
Agent;




(C)           foreclose
upon all or any portion of the Controlled Account Collateral pledged by the
Borrower or otherwise enforce the Administrative Agent’s security interest in
any manner permitted by law or provided for in this Agreement;




(D)           sell
or otherwise dispose of all or any portion of the Controlled Account Collateral
pledged by the Borrower at one or more public or private sales, whether or not
such Controlled Account Collateral is present at the place of sale, for cash or
credit or future delivery, on such terms and in such manner as the
Administrative Agent may determine;




(E)           recover
from the Borrower all costs and expenses, including, without limitation,
reasonable attorneys’ fees, incurred or paid by the Administrative Agent in
exercising any right, power or remedy provided by this subsection (iv);
and




(F)           exercise
any other right or remedy available to the Administrative Agent or the Lenders
under Applicable Law or in equity.




(v)  Reserved.




14.29  Financing
Statements.  The Borrower authorizes the Administrative Agent
to file such financing statements (and any continuation statements with respect
thereto) as the Administrative Agent may deem necessary in order to perfect or
maintain the perfection of any security interest granted or to be granted to the
Administrative Agent pursuant to any of the Loan Documents, in such
jurisdictions as the Administrative Agent may elect.




14.30  Severance of
Loan.  Eurohypo shall have the right, at any time, but at no
additional cost to the Borrower, to direct the Administrative Agent, with
respect to all or any portion of the Loan, to (a) cause the Notes, the Deeds of
Trust and the other Security Documents to be severed and/or split into two or
more separate notes, deeds of trust and other security agreements, so as to
evidence and secure one or more senior and subordinate mortgage loans, (b)
create one more senior and subordinate notes (i.e., an A/B or A/B/C structure)
secured by the Deeds of Trust and the other Security Documents, (c) create
multiple components of the Notes (and allocate or reallocate the Outstanding
Principal Amount of the Loans plus Unused Commitments amount among such
components or among the components of the Notes delivered upon the Closing Date)
or (d) otherwise sever the Loan into two or more loans secured by the Deeds of
Trust and the other Security Documents; in each such case, in whatever
proportions and priorities as Eurohypo may so direct in its discretion to the
Administrative Agent; provided, however, that in each
such instance (i) the  Outstanding Principal Amount of the Loans plus
Unused Commitments amount of all the Notes (or (in any case involving the
splitting, modification, componentization or other severance of any
previously-split, componentized or severed Note) components of such Notes)
immediately after the effective date of such splitting, modification,
componentization or other severance, equals the Outstanding Principal Amount of
the Loans plus Unused  Commitments amount of all the  Notes
(or (in any case involving the splitting, modification, componentization or
other severance of any previously-split, componentized or severed Note) the
applicable component thereof) immediately prior to such splitting, modification,
componentization or other severance, (ii) the weighted average of the interest
rates for all such Notes (or, if applicable, components of such Notes)
immediately after the effective date of such splitting, modification,
componentization or other severance equals the interest rate of the original
Note (or the applicable component thereof) immediately prior to such splitting,
modification, componentization or other severance thereof, (iii) there shall be
no modification of the Maturity Date, the Types of Loans available to be
selected by the Borrower (provided that the Applicable Margins on the relevant
Types may be modified, and may differ for each of such split, modified,
componentized or otherwise severed Notes or components, so long as the
restrictions set forth in clause (ii) above are not violated), the due dates for
mandatory principal payments, prepayment terms, Events of Default (other than
cross defaulting of any severed Notes or Security Documents) or any other
modifications which would result, in the aggregate, in an increase in the
economic obligations of the Borrower with respect to all Loans outstanding
hereunder following such splitting, modification, componentization or other
severance as compared to the obligations of the Borrower immediately prior
thereto (other than changes in the interest rate or Applicable Margins which do
not violate the restrictions in clause (ii) above), including, without
limitation, any recourse provisions, and (iv) except for modifications which do
not violate the restrictions set forth in clauses (ii) and (iii) above, such
modification shall not result, in the aggregate, in an increase in any liability
or obligation, or any change in any substantive rights, of the Borrower, any
Borrower Party, the Guarantor or any Named Principal under the Loan Documents
following such splitting, modification, componentization or other severance as
compared to the respective liabilities, obligations or rights of such parties
immediately prior thereto.  If requested by the Administrative Agent
in writing, subject to the provisions of Section 2.04(b),the Borrower
shall execute within ten (10) Business Days after such request, a severance
agreement, amendments to or amendments and restatements of any one or more Loan
Documents, and such documentation as the Administrative Agent may reasonably
request to evidence and/or effectuate any such splitting, modification,
componentization or other severance, all in form and substance reasonably
satisfactory to Eurohypo, the Administrative Agent and the Borrower.




14.31                      Additional REIT
Provisions.




(a)  The
Borrower shall have the right from time to time upon notice to, but without the
consent of, the Administrative Agent to change the Borrower’s Manager to the
REIT or any other REIT Subsidiary determined by the REIT.  Upon the
occurrence of such change, the Borrower shall notify the Administrative Agent of
the name and principal place of business or chief executive office of the new
Borrower’s Manager within ten (10) Business Days after any change in the
same.




(b)  Notwithstanding
the provisions of Section 1.02(b), the
Borrower shall have the right from time to time upon notice to, but without the
consent of, the Administrative Agent, to change its fiscal year, including the
last days of its fiscal year and fiscal quarters, to correspond with those of
the REIT.  The Borrower shall provide written notice thereof to the
Administrative Agent within ten (10) Business Days after the occurrence of such
change.




(c)  [reserved]




(d)  The
Borrower shall have the right to terminate (or assign to the new property
manager) the existing Property Management Agreement for each Project and to
replace, pursuant to this Section 14.31(d), the
Property Manager by the REIT or by a management company controlled directly or
indirectly by the REIT (including, without limitation, the Operating Partnership
of the REIT or any other wholly-owned REIT Subsidiary).  If any
Project is managed by the REIT or a REIT Subsidiary, then the Borrower may
dispense with the requirement of entering into a property management agreement
or may enter into a new property management agreement for one or more of the
Projects on such terms as it deems satisfactory (which may include, without
limitation, a separate cost sharing agreement delegating responsibilities for
property management to the REIT or a REIT Subsidiary); provided that, if a
property management agreement is entered into, such agreement shall in all
events be subordinate to the Deeds of Trust and the other Loan Documents, and,
within thirty (30) days after entering into a new property management agreement,
the Borrower and the new property manager will execute and deliver to the
Administrative Agent a Property Manager’s Consent, with such changes thereto as
may be reasonably necessary for the REIT or its Affiliates to comply with tax or
other Applicable Laws pertaining to their status.







ARTICLE
XV






CO-BORROWER
WAIVERS AND PROVISIONS




15.01                      Definitions and
Background.  Each of 2007 LLC Borrower, 1995 LLC Borrower and
LP Borrower acknowledge that they will each receive substantial benefits from
the Lenders’ extension of credit pursuant to this Agreement to the Borrower on
the joint and several, cross-collateralized basis provided for herein and in the
Loan Documents.  The parties to this Agreement acknowledge and agree
that the intention of the parties is that each of 2007 LLC Borrower, 1995 LLC
Borrower and LP Borrower shall be direct, primary, joint and several obligors
with respect to all Obligations (except to the extent expressly provided to the
contrary in this Agreement).  However, in the event that for any
reason any of 2007 LLC Borrower, 1995 LLC Borrower or LP Borrower (in such
event, such party is referred to herein as the “Secondary Obligor”)
is held or deemed to be a guarantor of or surety for the payment and performance
of the obligations of any other Borrower (in such event, such other party is
referred to herein as the “Primary Obligor”)
under this Agreement or any of the other Loan Documents (such obligations are
collectively referred to herein as the “Primary Obligor
Obligations” and all documents evidencing, securing or relating to the
Primary Obligor Obligation are referred to herein as the “Primary Obligor
Documents”), the Primary Obligor and Secondary Obligor hereby agree as
follows.




15.02                      Rights of the Administrative
Agent and Lenders.  Without modifying or otherwise limiting any
of the Primary Obligor’s rights under this Agreement or the other Loan Documents
with respect to any or all of the following acts, the Secondary Obligor
authorizes the Administrative Agent and the Lenders to perform any or all of the
following acts at any time in their sole discretion, all without notice to the
Secondary Obligor and without affecting the rights of the Administrative Agent
or the Lenders or the Secondary Obligor's obligations under this Agreement and
the Loan Documents:




(a)           The
Administrative Agent or the Lenders may alter any terms of the Primary Obligor
Obligations or any part thereof, including renewing, compromising, extending or
accelerating, or otherwise changing the time for payment of, or increasing or
decreasing the rate of interest on, the Primary Obligor Obligations or any part
thereof.




(b)           The
Administrative Agent or the Lenders may take and hold security for the Primary
Obligor Obligations, accept additional or substituted security therefor, and
subordinate, exchange, enforce, waive, release, compromise, fail to perfect and
sell or otherwise dispose of any such security.




(c)           The
Administrative Agent or the Lenders may direct the order and manner of any sale
of all or any part of any security now or later to be held for the Primary
Obligor Obligations, and the Administrative Agent or the Lenders may also bid at
any such sale.




(d)           The
Administrative Agent or the Lenders may apply any payments or recoveries from
the Primary Obligor, the Secondary Obligor or any other source, and any proceeds
of any security, to the Primary Obligor Obligations in such manner, order and
priority as the Administrative Agent or the Lenders may elect.




(e)           The
Administrative Agent or the Lenders may release the Primary Obligor from its
liability for the Primary Obligor Obligations or any part thereof.




(f)           The
Administrative Agent or the Lenders may substitute, add or release any one or
more guarantors or endorsers.




15.03                      Obligations of Secondary
Obligor to be Absolute.  The Secondary Obligor expressly agrees
that, until all Obligations have been paid and performed in full, the Secondary
Obligor shall not be released by or because of:




(a)           Any
act or event which might otherwise discharge, reduce, limit or modify the
Secondary Obligor’s obligations under this Agreement or the other Loan
Documents;




(b)           Any
waiver, extension, modification, forbearance, delay or other act or omission of
the Administrative Agent or the Lenders, or any failure to proceed promptly or
otherwise against the Primary Obligor, the Secondary Obligor or any
security;




(c)           Any
action, omission or circumstance which might increase the likelihood that the
Secondary Obligor may be called upon to perform under this Agreement or the
other Loan Documents or which might affect the rights or remedies of the
Secondary Obligor against the Primary Obligor; or




(d)           Any
dealings occurring at any time between the Primary Obligor and the
Administrative Agent or the Lenders, whether relating to the Primary Obligor
Obligations or otherwise.




The
Secondary Obligor hereby acknowledges that, absent this Section 15.03, the
Secondary Obligor might have a defense to its Obligations as a result of one or
more of the foregoing acts, omissions, agreements, waivers or
matters.  The Secondary Obligor hereby expressly waives and surrenders
any defense to any liability on account of its Obligations based upon any of
such acts, omissions, agreements, waivers or matters.




15.04                      Waivers of
Defenses.  The Secondary Obligor waives:




(a)           Any
right it may have to require the Administrative Agent or the Lenders to proceed
against the Primary Obligor, proceed against or exhaust any security held from
the Primary Obligor, or pursue any other remedy in the Administrative Agent's or
Lenders’ power to pursue;




(b)           Any
defense based on any claim that the Secondary Obligor’s obligations exceed or
are more burdensome than those of the Primary Obligor;




(c)           Any
defense based on:  (i) any legal disability of the Primary Obligor;
(ii) any release, discharge, modification, impairment or limitation of the
liability of the Primary Obligor to the Administrative Agent or the Lenders from
any cause, whether consented to by the Administrative Agent or the Lenders or
arising by operation of law or from any bankruptcy or other voluntary or
involuntary proceeding, in or out of court, for the adjustment of
debtor-creditor relationships ("Insolvency
Proceeding") and (iii) any rejection or disaffirmance, of the
Primary Obligor Obligations, or any part thereof, or any security held therefor,
in any such Insolvency Proceedings;




(d)           Any
defense based on any action taken or omitted by the Administrative Agent or the
Lenders in any Insolvency Proceeding involving the Primary Obligor, including
any election to have their claim allowed as being secured, partially secured or
unsecured, any extension of credit by the Administrative Agent or the Lenders to
the Primary Obligor in any Insolvency Proceeding and the taking and holding by
the Administrative Agent or the Lenders of any security for any such extension
of credit;




(e)           All
presentments, demands for performance, notice of nonperformance, protests,
notices of protest, notices of dishonor, notices of acceptance of the
Obligations and of the existence, creation, or incurring of new or additional
indebtedness, and demands and notices of every kind, but only in Secondary
Obligor’s capacity as Secondary Obligor and not in its capacity as Primary
Obligor or as otherwise provided in the Loan Documents; and




(f)           Any
defense based on or arising out of any action of the Administrative Agent or the
Lenders described in Sections 15.02 or
15.03 above,
subject to the provisions of Sections 15.02 and
15.03
above.




15.05                      Impairment of Subrogation
Rights.




(a)           Upon
an Event of Default by the Primary Obligor, the Administrative Agent in its sole
discretion, without prior notice (except as required by this Agreement or
Applicable Law) to or consent of the Secondary Obligor, may elect to foreclose
either judicially or nonjudicially against any real or personal property
security it may hold for the Primary Obligor Obligations, or accept a transfer
of any such security in lieu of foreclosure, or compromise or adjust the Primary
Obligor Obligations or any part thereof or make any other accommodation with the
Primary Obligor, or exercise any other remedy against the Primary Obligor or any
security.  No such action by the Administrative Agent shall release or
limit the liability of the Secondary Obligor, who shall, subject to the
provisions of Section
14.23(a), remain liable for the Obligations after the action, even if the
affect of the action is to deprive the Secondary Obligor of any subrogation
rights, rights of indemnity, or other rights to collect reimbursement from the
Primary Obligor for any sums paid to the Administrative Agent or any Lender,
whether contractual or arising by operation of law or otherwise.  The
Secondary Obligor expressly agrees that under no circumstances shall it be
deemed to have any right, title, interest or claim in or to any real or personal
property held by the Administrative Agent or any third party after any
foreclosure or transfer in lieu of foreclosure of any security for the Primary
Obligor Obligations.




(b)           Regardless
of whether the Secondary Obligor may have made any payments to the
Administrative Agent or the Lenders, the Secondary Obligor hereby
waives:  (i) except as expressly permitted by the Contribution
Agreement, all rights of subrogation, indemnification, contribution and any
other rights to collect reimbursement from the Primary Obligor or any other
party for any sums paid to the Administrative Agent  or the Lenders
whether contractual or arising by operation of law (including, without
limitation, under Sections 2847 or 2848 of the California Civil Code, under any
provisions of the United States Bankruptcy Code, or any successor or similar
statutes) or otherwise, (ii) all rights to enforce any remedy that the
Administrative Agent or the Lenders may have against the Primary Obligor, and
(iii) all rights to participate in any security now or later held by the
Administrative Agent or the Lenders for the Primary Obligor
Obligations.  The Secondary Obligor further agrees that, to the extent
the foregoing waiver is found by a court of competent jurisdiction to be void or
voidable for any reason, any rights of subrogation, reimbursement, contribution
and indemnification the Secondary Obligor may have against the Primary Obligor
or against any collateral or security, shall be junior and subordinate to any
rights the Administrative Agent or the Lenders may have against the Primary
Obligor, and to all right, title and interest the Administrative Agent or the
Lenders may have in any such collateral or security.  If any amount
shall be paid to the Secondary Obligor on account of any such subrogation,
reimbursement, contribution or indemnification rights at any time when all the
Primary Obligor Obligations have not been paid in full, such amount shall be
held in trust by the Secondary Obligor and shall forthwith be paid over to the
Administrative Agent to be credited and applied against the Primary Obligor
Obligations, whether matured or unmatured, in accordance with the terms of the
Primary Obligor Documents.  The waivers given in this Section 15.05(b)
shall be effective until the Primary Obligor Obligations have been paid and
performed in full.




(c)           The
Secondary Obligor understands and acknowledges that, if the Administrative Agent
forecloses judicially or nonjudicially against any real property security for
the Primary Obligor Obligations, that foreclosure could impair or destroy the
ability that the Secondary Obligor may have to seek reimbursement, contribution
or indemnification from the Primary Obligor.  The Secondary Obligor
further understands and acknowledges that in the absence of this Section 15.05, such
potential impairment or destruction of the Secondary Obligor’s rights, if any,
may entitle the Secondary Obligor to assert a defense to its liability on
account of the Obligations based on Section 580d of the California Code of Civil
Procedure as interpreted in Union Bank v. Gradsky, 286
Cal.App.2d 40 (1968).  The Secondary Obligor freely, irrevocably and
unconditionally:  (i) waives and relinquishes that defense and agrees
that the Secondary Obligor will be fully liable for the Obligations even though
the Administrative Agent may foreclose judicially or nonjudicially against any
real property security for the Primary Obligor Obligations; (ii) agrees that the
Secondary Obligor will not assert that defense in any action or proceeding which
the Administrative Agent may commence to enforce the Secondary Obligor’s
liability on account of the Obligations, (iii) acknowledges and agrees that the
rights and defenses waived by the Secondary Obligor hereunder on account of the
Primary Obligor Obligations include any right or defense that the Secondary
Obligor may have or be entitled to assert based upon or arising out of any one
or more of Sections 580a, 580b or 726 of the California Code of Civil Procedure
or Section 2848 of the California Civil Code; and (iv) acknowledges and agrees
that the Lenders are relying on this waiver in extending the credit to the
Primary Obligor and the Secondary Obligor, and that this waiver is a material
part of the consideration which the Administrative Agent and the Lenders are
receiving for providing the Commitments under this Agreement to the Primary
Obligor.




(d)           The
Secondary Obligor waives any rights and defenses that are or may become
available to the Secondary Obligor on account of the Primary Obligor Obligations
by reason of Sections 2787 to 2855, inclusive, of the California Civil
Code.




(e)           The
Secondary Obligor waives all rights and defenses that the Secondary Obligor may
have because the Primary Obligor Obligations are secured by real
property.  This means, among other things, (i) the Administrative
Agent and the Lenders may collect from the Secondary Obligor and pursue any real
or personal property pledged by the Secondary Obligor without first foreclosing
on any real or personal property collateral pledged by the Primary Obligor; (ii)
the amount of the Obligations for which Secondary Obligor is liable may be
reduced only by the price for which that collateral is sold at the foreclosure
sale, even if the collateral is worth more than the sale price; and (iii) the
Administrative Agent and the Lenders may collect from the Secondary Obligor even
if the Administrative Agent, by foreclosing on the real property collateral, has
destroyed any right the Secondary Obligor may have to collect from the Primary
Obligor.  This is an unconditional and irrevocable waiver of any
rights and defenses the Secondary Obligor may have because the Primary Obligor
Obligations are secured by real property.  These rights and defenses
include, but are not limited to, any rights or defenses based upon Section 580a,
580b, 580d, or 726 of the Code of Civil Procedure.  In addition,
Secondary Obligor waives all rights and defenses arising out of an election of
remedies by the Administrative Agent or the Lenders, even though that election
of remedies, such as a nonjudicial foreclosure with respect to security for the
guaranteed obligation, has destroyed the Secondary Obligor’s rights of
subrogation and reimbursement against the Primary Obligor by the operation of
Section 580d of the Code of Civil Procedure or otherwise.




15.06                      Revival and
Reinstatement.  If the Administrative Agent or any Lender is
required to pay, return or restore to the Primary Obligor or any other person
any amounts previously paid on the Primary Obligor Obligations because of any
Insolvency Proceeding of the Primary Obligor, any stop notice or any other
reason, the obligation of the Secondary Obligor shall be reinstated and revived
and the rights of the Administrative Agent and the Lenders shall continue with
regard to such amounts, all as though they had never been paid.




15.07                      The Primary Obligor’s
Financial Condition.  The Secondary Obligor assumes full
responsibility for keeping informed of the Primary Obligor’s financial condition
and business operations and all other circumstances affecting the Primary
Obligor's ability to pay and perform its obligations to the Administrative
Agent, and agrees that the Administrative Agent shall have no duty to disclose
to the Secondary Obligor any information which the Administrative Agent may
receive about the Primary Obligor's financial condition, business operations, or
any other circumstances bearing on its ability to perform.




15.08                      Intent of
Waivers.  The waivers and other provisions of this Article 15
are made by the Secondary Obligor solely for itself and not on behalf of the
Primary Obligor.  Furthermore, the waivers and other provisions of
this Article 15 are made by the Secondary Obligor solely in its capacity as a
Secondary Obligor and not in its capacity as a Primary
Obligor.  Nothing herein is intended to, or shall, modify, or
constitute a waiver or surrender by the Secondary Obligor of, any right, remedy
or defense that would otherwise be available to the Secondary Obligor on account
of its Obligations in its capacity as a Primary Obligor.




15.09                      Borrower’s Joint and
Several.  2007 LLC Borrower, 1995 LLC Borrower and LP Borrower
hereby agree that: (i) 2007 LLC Borrower, 1995 LLC Borrower and LP Borrower
are (subject to Section 14.23 of this
Agreement) jointly and severally liable for all of the obligations of the
Borrower set forth in this Agreement and the other Loan Documents; (ii) the
occurrence of any Event of Default shall be an Event of Default by 2007 LLC
Borrower, 1995 LLC Borrower and LP Borrower; (iii) the Obligations which
are secured by all Security Documents are the Obligations of the 2007 LLC
Borrower, 1995 LLC Borrower and LP Borrower, and (iv) each of 2007 LLC Borrower,
1995 LLC Borrower and LP Borrower assumes the obligations of each of 2007 LLC
Borrower, 1995 LLC Borrower and LP Borrower under each and every Loan Document
entered into by any of 2007 LLC Borrower, 1995 LLC Borrower or LP
Borrower.




ARTICLE
XVI






GROUND
LEASE PROVISIONS




16.01                      Ground
Lease.  The Administrative Agent and the Lenders acknowledge
that a portion of the LP Borrower’s fee interest in the Trillium Project is
subject to the Ground Lease.  For all purposes of this Agreement and
the other Loan Documents, the Ground Lease is a “Lease,” an “Approved Lease,”
and a “Major Lease.”  Accordingly, notwithstanding anything to the
contrary contained in this Agreement or any of the other Loan Documents
(including, without limitation, the Deed of Trust encumbering the Trillium
Project), the following provisions shall apply with respect to the Ground Leased
Property and the LP Borrower (but not with respect to any other Project
(including the Trillium Project (other than that portion of the Trillium Project
which is the Ground Leased Property) or the 2007 LLC Borrower or 1995 LLC
Borrower):




(i)           No
representation or warranty in Article 7 of this
Agreement pertaining to any Person or any Project shall be interpreted as a
representation or warranty concerning (a) the Ground Lessee or the interest of
the Ground Lessee (or any subtenant or licensee of the Ground Leased Property),
(b) title to any property owned by the Ground Lessee, (c) except as to
Borrower’s knowledge, the physical or other condition of the Hilton Hotel
Improvements or the compliance of such Hilton Hotel Improvements, or the Ground
Lessee (or any subtenant or licensee of the Ground Leased Property), with
Applicable Laws or Governmental Approvals, (d) except as to Borrower’s
knowledge, Governmental Approvals pertaining to the Ground Leased Property, or
(e) any Lease other than the Ground Lease.




(ii)           Notwithstanding
anything to the contrary contained in this Agreement, solely as to the LP
Borrower and the Ground Leased Property, the following representations and
warranties are true and correct as of the date hereof:




(1)           The
LP Borrower has not entered into any Lease of the Ground Leased Property other
than the Ground Lease.  The LP Borrower is the sole owner and lessor
of landlord's interest under the Ground Lease.  The Ground Lease is in
full force and effect and, to LP Borrower’s knowledge, there are no defaults
thereunder by the LP Borrower or by Ground Lessee.  To LP Borrower’s
knowledge, there are no conditions that, with the passage of time or the giving
of notice, or both, would constitute defaults thereunder by the LP Borrower or
by Ground Lessee.  No right or claim of rescission, offset, abatement,
diminution, defense or counterclaim has been asserted and is pending with
respect to the Ground Lease by the LP Borrower or, to Borrower’s knowledge, by
Ground Lessee. There is no existing condition known to LP Borrower that, with
the passage of time or giving of notice, or both, would result in a right or
claim of rescission, offset, abatement, diminution, defense or counterclaim by
the LP Borrower or, to Borrower’s knowledge, by Ground Lessee under the terms
and provisions of the Ground Lease. No Rent under the Ground Lease has been paid
more than one (1) month in advance of its due date.




(2)           The
LP Borrower does not have any material monetary obligations under the Ground
Lease and all material monetary obligations associated with using, managing,
owning, developing and operating the Ground Leased Property (including, without
limitation, all costs associated with utilities, real estate taxes, insurance,
maintenance and repairs) are obligations of Ground Lessee pursuant to the terms
and provisions of the Ground Lease. There does not currently exist any
unperformed non-monetary obligations under the terms and provisions of the
Ground Lease which could reasonably be expected to give Ground Lessee cause to
interrupt the payment of Rent or other monetary obligations of Ground Lessee
pursuant to the Ground Lease, and, to LP Borrower’s knowledge, all work required
to be performed by the LP Borrower under the Ground Lease has been performed as
required and, to Borrower’s knowledge, has been accepted by Ground Lessee. There
is no free rent, and no allowances or abatements are required to be given by the
LP Borrower to Ground Lessee, under the Ground Lease.




(3)           There
is no presently effective sale, transfer, assignment, hypothecation or pledge of
the interest of the LP Borrower in the Ground Lease or of the Rent received
pursuant to the Ground Lease, other than in connection with the Loan
Documents.  Neither Ground Lessee nor any other Person has a right or
option pursuant to the Ground Lease or otherwise to purchase all or any part of
the Ground Leased Property.




(4)           The
Ground Lease has an original term ending on or after the Maturity
Date.  The Rent under the Ground Lease is payable without notice or
demand.  The LP Borrower has no knowledge of any current fact,
circumstance or condition which is reasonably likely to give Ground Lessee a
right of setoff, recoupment, abatement or reduction under the Ground Lease. The
LP Borrower has not released, in whole or in part, Ground Lessee from any of its
obligations under the Ground Lease.  If Ground Lessee sublets its
interest or obligations under the Ground Lease, Ground Lessee shall remain fully
and primarily liable thereunder pursuant to the provisions of the Ground
Lease.




(iii)           Notwithstanding
the provisions of Section 9.09(a) of
this Agreement, solely as to the LP Borrower and the Ground Leased Property, the
LP Borrower shall not (i) accept from the Ground Lessee, nor permit the Ground
Lessee to pay, Rent for more than one pay period under the Ground Lease in
advance except for payment in the nature of security for performance of a
tenant’s obligations, escalations, percentage rents, taxes, insurance and other
pass-throughs paid by the Ground Lessee pursuant to the Ground Lease, (ii)
Modify, terminate, or accept surrender of, the Ground Lease, without the prior
written consent of the Administrative Agent, except in accordance with any
existing rights of Modification or termination exercisable by the Ground Lessee
pursuant to the terms of the Ground Lease as in effect on the date hereof, (iii)
except for the Deed of Trust, assign, transfer (except for a Transfer permitted
by this Agreement), pledge, subordinate or mortgage any of the LP Borrower’s
interest in the Ground Lease or in or to any Rent without the prior written
consent of the Administrative Agent and the Required Lenders, (iv) waive or
release any nonperformance of any material covenant under the Ground Lease
without the Administrative Agent’s prior written consent, or (v) release any
guarantor from its obligations under any guaranty of the Ground Lease or any
letter of credit or other credit support for a tenant’s performance under the
Ground Lease, except as expressly permitted pursuant to the terms of the Ground
Lease.  Notwithstanding the foregoing or anything to the contrary
contained herein, the LP Borrower shall have the right, at its option, to
terminate or accept the surrender of the Ground Lease, and to pursue any other
rights and remedies the LP Borrower may have under the Ground Lease or
Applicable Laws, following an uncured material default by the Ground
Lessee.




(iv)           Solely
as to the LP Borrower and the Ground Leased Property, Section 9.12 of this
Agreement (and any similar provision of this Agreement or other Loan Documents
restricting changes in zoning or entitlements, or pertaining to any restrictions
on use), shall be subject to the provisions of the Ground Lease and the rights
of the Ground Lessee thereunder.  The LP Borrower shall deliver to the
Administrative Agent notice of any such change promptly after becoming aware of
it.




(v)           Solely
as to the LP Borrower and the Ground Leased Property, the provisions of Article 10 of this
Agreement (and any similar provision of this Agreement or other Loan Documents
pertaining to Casualty Events, Insurance Proceeds, Takings, Condemnation Awards
or Restoration) shall be subject to the provisions of the Ground Lease and the
rights of the Ground Lessee thereunder.







[Signature
Pages Follow]











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







BORROWER




Douglas
Emmett 2007, LLC,


a
Delaware limited liability company





By:           Douglas
Emmett Management, Inc.,


a Delaware corporation, its
Manager





By:           __________________


Name:                      William
Kamer


Title:                      Chief
Financial Officer





Douglas
Emmett 1995, LLC,


a
Delaware limited liability company





By:           Douglas
Emmett Management, Inc.,


a Delaware corporation, its
Manager





By:           __________________


Name:                      William
Kamer


Title:                      Chief
Financial Officer








Douglas
Emmett Realty Fund 2002, a California


limited
partnership





By:           Douglas
Emmett Management, LLC,


a Delaware limited liability
company,


its General Partner





By:           Douglas
Emmett Management, Inc.,


a Delaware corporation, its
Manager





By:           __________________


Name:                      William
Kamer


Title:                      Chief
Financial Officer





Address
for Notices:




Douglas
Emmett 2007, LLC; Douglas Emmett 1995, LLC; Douglas Emmett Realty Fund
2002


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 2007, LLC; Douglas Emmett 1995, LLC; Douglas Emmett Realty Fund
2002


c/o
Douglas Emmett Properties, LP


808 Wilshire
Boulevard, Suite 200


Santa
Monica, California  90401


Attention:
William Kamer, Esq.


Telecopier
No.: (310) 255-7702








LENDERS





EUROHYPO
AG, NEW YORK BRANCH








By:_________________________


Name:


Title:








By:_________________________


Name:


Title:





Address
for Notices to Eurohypo AG,


New York
Branch:





Eurohypo
AG, New York Branch


1114
Avenue of the Americas, 29th
Floor


New York,
New York  10036


Attention:
Legal Director


Telecopier
No.: (866) 267-7680





With
copies to:





Eurohypo
AG, New York Branch


1114
Avenue of the Americas, 29th
Floor


New York,
New York  10036


Attention:
Head of Portfolio Operations


Telecopier
No.: (866) 267-7680





- and -





Morrison
& Foerster LLP


555 West
Fifth Street, Suite 3500


Los
Angeles, California  90013


Attention:
Thomas R. Fileti, Esq.


Telecopier
No.: (213) 892-5454











ADMINISTRATIVE
AGENT





EUROHYPO
AG, NEW YORK BRANCH,


as
Administrative Agent








By:_________________________


Name:


Title:








By:_________________________


Name:


Title:





Address
for Notices to


Eurohypo
as Administrative Agent:





Eurohypo
AG, New York Branch


1114
Avenue of the Americas, 29th
Floor


New York,
New York  10036


Attention:
Legal Director


Telecopier
No.: (866) 267-7680





With
copies to:





Eurohypo
AG, New York Branch


1114
Avenue of the Americas, 29th
Floor


New York,
New York  10036


Attention:
Head of Portfolio Operations


Telecopier
No.: (866) 267-7680





- and -





Morrison
& Foerster LLP


555 West
Fifth Street, Suite 3500


Los
Angeles, California  90013


Attention:
Thomas R. Fileti, Esq.


Telecopier
No.: (213) 892-5454








SCHEDULE
1A




LIST OF
PROJECTS





1.           Executive
Tower, 11400 Olympic Boulevard, Los Angeles, California





2.           Trillium
Project, 6300-6336 Canoga Avenue, Woodland Hills, California





3.           1801
Century Park West, Century City, California





4.           Cornerstone
Plaza, 1990 S. Bundy Drive, Los Angeles, California




















SCHEDULE
1B




LEGAL DESCRIPTION OF
THE


PROJECTS





[See
attached]








SCHEDULE
1B-1





LEGAL
DESCRIPTION


1801
Century Park West, Century City, California





All of
that certain real property located in the County of Los Angeles, State of
California described as follows:







LOTS 1, 2
AND 3 IN BLOCK 34 TRACT NO. 7260, IN THE CITY OF LOS ANGELES, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 79 PAGES 98 AND 99 OF
MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.


















SCHEDULE
1B-2




LEGAL
DESCRIPTION




Cornerstone
Plaza, 1990 S. Bundy Drive, Los Angeles, California





All of
that certain real property located in the County of Los Angeles, State of
California described as follows:








PARCEL B
OF PARCEL MAP NO. 3084, IN THE CITY OF LOS ANGELES, COUNTY OF LOS ANGELES, STATE
OF CALIFORNIA, AS PER MAP FILED IN BOOK 66, PAGES 33 AND 34 OF PARCEL MAPS, IN
THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.










SCHEDULE
1B-3




LEGAL
DESCRIPTION


Executive
Tower, 11400 Olympic Boulevard, Los Angeles, California





All of
that certain real property located in the County of Los Angeles, State of
California described as follows:







PARCEL
1:




LOTS 60,
61, 62, 63, 64, 65, 66, 67, 68, 69, 70, 71, 72 AND 76 OF TRACT NO. 8369,
TOGETHER WITH THE NORTHEASTERLY ONE-HALF OF THAT CERTAIN ALLEY 20 FEET WIDE
LYING NORTHWESTERLY OF THE SOUTHWESTERLY PROLONGATION OF THE SOUTHEASTERLY LINE
OF LOT 72 OF TRACT NO. 8369 AND SOUTHEASTERLY OF THE SOUTHWESTERLY PROLONGATION
OF THE NORTHWESTERLY LINE OF LOT 60 OF TRACT NO. 8369, IN THE CITY OF LOS
ANGELES, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK
94 PAGES 24 AND 25 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.




PARCEL
2:




NON-EXCLUSIVE
EASEMENT APPURTENANT TO PARCEL 1 FOR INGRESS AND EGRESS, FOR THE PASSAGE AND
PARKING OF VEHICLES, AND FOR PASSAGE AND ACCOMMODATION OF PEDESTRIANS ON SUCH
RESPECTIVE PORTIONS OF THE ALLEY AS ARE SET ASIDE, MAINTAINED AND AUTHORIZED FOR
SUCH USE, AS DISCLOSED IN A RECIPROCAL EASEMENT AGREEMENT, RECORDED OCTOBER 26,
1989 AS INSTRUMENT NO. 89-1732036 OF LOS ANGELES COUNTY,
CALIFORNIA.






















SCHEDULE
1B-4




LEGAL
DESCRIPTION




Trillium
Project, 6300-6336 Canoga Avenue, Woodland Hills, California





All of
that certain real property located in the County of Los Angeles, State of
California described as follows:







PARCEL
A:













THAT
PORTION OF LOT 3 OF TRACT 30715, IN THE CITY OF LOS ANGELES, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS RECORDED IN BOOK 790 PAGES 63 AND
64 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
DESCRIBED AS FOLLOWS:






BEGINNING
AT A POINT ON THE SOUTHERLY LINE OF SAID LOT 3 WHICH LIES 259.48 FEET EASTERLY
OF THE SOUTHWEST CORNER OF SAID LOT; THENCE ALONG A LINE PARALLEL TO THE
WESTERLY LINE OF SAID LOT NORTH 0 DEGREES 03 MINUTES 01 SECONDS EAST 151.92
FEET; THENCE AT RIGHT ANGLES NORTH 89 DEGREES 56 MINUTES 59 SECONDS WEST 87.42
FEET; THENCE AT RIGHT ANGLES NORTH 0 DEGREES 03 MINUTES 01 SECONDS EAST 130.00
FEET; THENCE AT RIGHT ANGLES SOUTH 89 DEGREES 56 MINUTES 59 SECONDS EAST 213.67
FEET; THENCE AT RIGHT ANGLES NORTH 0 DEGREES 03 MINUTES 01 SECONDS EAST 22.55
FEET; THENCE AT RIGHT ANGLES SOUTH 89 DEGREES 56 MINUTES 59 SECONDS EAST 42.33
FEET; THENCE AT RIGHT ANGLES SOUTH 0 DEGREES 03 MINUTES 01 SECONDS WEST 12.17
FEET; THENCE AT RIGHT ANGLES SOUTH 89 DEGREES 56 MINUTES 59 SECONDS EAST 214.48
FEET TO A POINT ON THE EASTERLY LINE OF SAID LOT 3 WHICH IS 292.31 FEET
NORTHERLY OF THE SOUTHERLY TERMINUS OF SAID EASTERLY LINE; THENCE SOUTH 0
DEGREES 03 MINUTES 55 SECONDS EAST 292.31 FEET ALONG SAID EASTERLY LINE TO THE
SOUTHEAST CORNER OF SAID LOT 3, THENCE NORTH 89 DEGREES 56 MINUTES 59 SECONDS
WEST 383.14 FEET ALONG SAID SOUTHERLY LINE TO A POINT OF BEGINNING.




PARCEL
B:




THAT
PORTION OF LOT 3 OF TRACT 30715, IN THE CITY OF LOS ANGELES, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS RECORDED IN BOOK 790 PAGES 63 AND 64 OF MAPS,
IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS
FOLLOWS:




BEGINNING
AT THE SOUTHWEST CORNER OF SAID LOT 3; THENCE NORTH 0 DEGREES 03 MINUTES 01
SECONDS EAST 374.05 FEET ALONG THE WESTERLY LINE OF SAID LOT 3, SAID WESTERLY
LINE BEING THE EASTERLY RIGHT OF WAY LINE OF CANOGA AVENUE, 100 FEET WIDE,
THENCE AT RIGHT ANGLES SOUTH 89 DEGREES 56 MINUTES 59 SECONDS EAST 172.06 FEET,
THENCE AT RIGHT ANGLES SOUTH 0 DEGREES 03 MINUTES 01 SECONDS WEST 222.13 FEET;
THENCE AT RIGHT ANGLES SOUTH 89 DEGREES 56 MINUTES 59 SECONDS EAST 87.42 FEET;
THENCE AT RIGHT ANGLES SOUTH 0 DEGREES 03 MINUTES 01 SECONDS WEST 151.92 FEET TO
THE SOUTHERLY LINE OF SAID LOT 3; THENCE ALONG SAID SOUTHERLY LINE NORTH 89
DEGREES 56 MINUTES 59 SECONDS WEST 259.48 FEET TO THE POINT OF
BEGINNING.




PARCEL
C:




THAT
PORTION OF LOT 3 OF TRACT 30715, IN THE CITY OF LOS ANGELES, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS RECORDED IN BOOK 790 PAGES 63 AND 64 OF MAPS,
IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS
FOLLOWS:




BEGINNING
AT A POINT ON THE WESTERLY LINE OF SAID LOT 3, 412.38 FEET NORTHERLY OF THE
SOUTHWESTERLY CORNER OF SAID LOT; THENCE AT RIGHT ANGLES SOUTH 89 DEGREES 56
MINUTES 59 SECONDS EAST 69.39 FEET; THENCE SOUTH 44 DEGREES 56 MINUTES 59
SECONDS EAST 25.92 FEET; THENCE SOUTH 89 DEGREES 56 MINUTES 59 SECONDS EAST
90.00 FEET; THENCE NORTH 45 DEGREES 03 MINUTES 01 SECONDS EAST 25.92 FEET;
THENCE SOUTH 89 DEGREES 56 MINUTES 59 SECONDS EAST 181.00 FEET TO A LINE
PARALLEL WITH AND DISTANT EASTERLY 377.04 FEET FROM SAID WESTERLY LINE, THENCE
SOUTH 0 DEGREES 03 MINUTES 01 SECONDS WEST 107.91 FEET; THENCE AT RIGHT ANGLES
SOUTH 89 DEGREES 56 MINUTES 59 SECONDS EAST 8.69 FEET; THENCE AT RIGHT ANGLES
SOUTH 0 DEGREES 03 MINUTES 01 SECONDS WEST 22.55 FEET; THENCE AT RIGHT
ANGLES  NORTH 89 DEGREES 56 MINUTES 59 SECONDS WEST 213.67 FEET;
THENCE AT RIGHT ANGLES NORTH 0 DEGREES 03 MINUTES 01 SECONDS EAST 92.13 FEET TO
A LINE PARALLEL WITH AND DISTANT SOUTHERLY 20.00 FEET FROM THE HEREON DESCRIBED
THIRD COURSE; THENCE NORTH 89 DEGREES 56 MINUTES 59 SECONDS WEST 172.06 FEET TO
SAID WESTERLY LINE OF SAID LOT 3; THENCE ALONG SAID WESTERLY LINE NORTH 0
DEGREES 03 MINUTES 01 SECONDS EAST 38.33 FEET TO THE POINT OF
BEGINNING.




PARCEL
D:




THAT
PORTION OF LOT 3 OF TRACT 30715, IN THE CITY OF LOS ANGELES, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS RECORDED IN BOOK 790 PAGES 63 AND 64 OF MAPS,
IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS
FOLLOWS:




BEGINNING
AT A POINT ON THE WESTERLY LINE OF SAID LOT 3, 412.38 FEET NORTHERLY OF THE
SOUTHWESTERLY CORNER OF SAID LOT; THENCE CONTINUING ALONG SAID WESTERLY LINE
NORTH 0 DEGREES 03 MINUTES 01 SECONDS EAST 126.25 FEET TO THE NORTHWEST CORNER
OF SAID LOT 3; THENCE NORTH 89 DEGREES 56 MINUTES 05 SECONDS EAST 446.06 FEET
ALONG THE NORTHERLY LINE OF SAID LOT 3 TO A LINE PARALLEL WITH SAID WESTERLY
LINE; THENCE SOUTH 0 DEGREES 03 MINUTES 01 SECONDS WEST 247.23 FEET OF THE
NORTHERLY LINE OF THE SOUTHERLY 292.31 FEET OF SAID LOT 3; THENCE AT RIGHT
ANGLES NORTH 89 DEGREES 56 MINUTES 59 SECONDS WEST 18.00 FEET; THENCE AT RIGHT
ANGLES NORTH 0 DEGREES 03 MINUTES 01 SECONDS EAST 120.08 FEET; THENCE AT RIGHT
ANGLES NORTH 89 DEGREES 56 MINUTES 59 SECONDS WEST 232.02 FEET; THENCE SOUTH 45
DEGREES 03 MINUTES 01 SECONDS WEST 25.92 FEET; THENCE NORTH 89 DEGREES 56
MINUTES 59 SECONDS WEST 90.00 FEET; THENCE NORTH 44 DEGREES 56 MINUTES 59
SECONDS WEST 25.92 FEET; THENCE NORTH 89 DEGREES 56 MINUTES 59 SECONDS WEST
69.39 FEET TO THE POINT OF BEGINNING.




EXCLUDING
PARCEL I DURING THE TERM OF THE LEASE REFERRED TO IN PARAGRAPH 38 OF SCHEDULE B
(AND ANY NEW LEASE ENTERED INTO PURSUANT TO SECTION 10.6 OF SAID
LEASE).




PARCEL D1
(FOR THE BENEFIT OF PARCEL D ONLY):




A
NON-EXCLUSIVE EASEMENT FOR INGRESS AND EGRESS CREATED PURSUANT TO GRANT OF
EASEMENT RECORDED AUGUST 2, 1965 AS INSTRUMENT NO. 4467 IN THE OFFICIAL RECORDS
OVER THAT PORTION OF LOT 1 OF TRACT 22482, IN THE CITY OF LOS ANGELES, COUNTY OF
LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 713 PAGES 32 AND
33 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, AND LOCATED AS
SHOWN ON THE SURVEY (AS DEFINED HEREIN), DESCRIBED AS FOLLOWS:




BEGINNING
AT THE SOUTHWESTERLY CORNER OF SAID LOT 1; THENCE ALONG THE SOUTHERLY LINE OF
SAME, NORTH 89 DEGREES 55 MINUTES 30 SECONDS EAST, 75.00 FEET; THENCE NORTH 0
DEGREES 04 MINUTES 30 SECONDS WEST, 22.00 FEET; THENCE WESTERLY PARALLEL TO SAID
SOUTHERLY LINE SOUTH 89 DEGREES 55 MINUTES 30 SECONDS WEST, 59.92 FEET TO THE
BEGINNING OF A TANGENT CURVE CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 15.00
FEET AND A LENGTH OF 23.39 FEET; THENCE NORTHWESTERLY ALONG SAID CURVE 23.59
FEET TO A POINT IN THE WESTERLY LINE OF SAID LOT THAT IS NORTHERLY, ALONG SAID
WESTERLY LINE 37.03 FEET FROM THE SOUTHWESTERLY CORNER OF SAME; THENCE SOUTH 0
DEGREES 02 MINUTES 45 SECONDS WEST, ALONG SAID WESTERLY LINE 37.03 FEET TO THE
POINT OF BEGINNING.




SAID LAND
IS NOW SHOWN AS A PORTION OF PARCEL B ON PARCEL MAP RECORDED IN BOOK 58 PAGE 23
OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID
COUNTY.




PARCEL
E:




THAT
PORTION OF LOT 3 OF TRACT 30715, IN THE CITY OF LOS ANGELES, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS RECORDED IN BOOK 790 PAGES 63 AND 64 OF MAPS,
IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY, DESCRIBED AS
FOLLOWS:




BEGINNING
AT A POINT ON THE EASTERLY LINE OF SAID LOT 3, 292.31 FEET
NORTHERLY




OF THE
SOUTHERLY TERMINUS OF SAID EASTERLY LINE; THENCE NORTH 0 DEGREES 03 MINUTES 55
SECONDS WEST 247.62 FEET ALONG SAID EASTERLY LINE TO THE NORTHEAST CORNER OF
SAID LOT 3; THENCE SOUTH 89 DEGREES 56 MINUTES 05 SECONDS WEST 195.48 FEET ALONG
THE NORTHERLY LINE OF SAID LOT 3 TO A LINE PARALLEL WITH AND DISTANT EASTERLY
446.06 FEET FROM THE WESTERLY LINE OF SAID LOT 3; THENCE SOUTH 0 DEGREES 03
MINUTES 01 SECONDS WEST 247.23 FEET TO THE NORTHERLY LINE OF THE SOUTHERLY
292.31 FEET OF SAID LOT 3; THENCE AT RIGHT ANGLES SOUTH 89 DEGREES 56 MINUTES 59
SECONDS EAST 195.98 FEET TO THE POINT OF BEGINNING.




PARCEL
F:




THAT
PORTION OF LOT 3 OF TRACT 30715, IN THE CITY OF LOS ANGELES, COUNTY OF LOS
ANGELES, STATE OF CALIFORNIA, AS RECORDED IN BOOK 790 PAGES 63 AND
64 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY,
DESCRIBED AS FOLLOWS:




BEGINNING
AT A POINT ON THE WESTERLY LINE OF SAID LOT 3, 412.33 FEET NORTHERLY OF THE
SOUTHWESTERLY CORNER OF SAID LOT; THENCE AT RIGHT ANGLES SOUTH 89 DEGREES 56
MINUTES 59 SECONDS EAST 69.39 FEET; THENCE SOUTH 44 DEGREES 56 MINUTES 59
SECONDS EAST 25.92 FEET; THENCE SOUTH 89 DEGREES 56 MINUTES 59 SECONDS EAST
90.00 FEET; THENCE NORTH 45 DEGREES 03 MINUTES 01 SECONDS EAST 25.92 FEET;
THENCE SOUTH 89 DEGREES 56 MINUTES 59 SECONDS EAST 181.00 FEET TO THE TRUE POINT
OF BEGINNING; SAID TRUE POINT OF BEGINNING BEING ON A LINE PARALLEL WITH AND
DISTANT EASTERLY 377.04 FEET FROM SAID WESTERLY LINE; THENCE SOUTH 0 DEGREES 03
MINUTES 01 SECONDS WEST 107.91 FEET; THENCE AT RIGHT ANGLES SOUTH 89 DEGREES 56
MINUTES 59 SECONDS EAST 51.02 FEET; THENCE AT RIGHT ANGLES NORTH 0 DEGREES 03
MINUTES 01 SECONDS EAST 107.91 FEET; THENCE AT RIGHT ANGLES SOUTH 89 DEGREES 56
MINUTES 59 SECONDS WEST 51.02 FEET TO THE POINT OF BEGINNING.




PARCEL G:
(FOR THE BENEFIT OF PARCELS A, B, C, D, E AND F):




AN
EXCLUSIVE EASEMENT CREATED PURSUANT TO CORPORATION GRANT DEED, DATED JULY 31,
1985, RECORDED AUGUST 27, 1985 AS INSTRUMENT NO. 85-993699 IN THE OFFICIAL
RECORDS, AND LOCATED AS SHOWN ON THE SURVEY (AS DEFINED HEREIN), IN, UPON,
ALONG, OVER AND UNDER THE ENTIRE SURFACE OF THE PROPERTY DESCRIBED HEREINAFTER
TO CONSTRUCT, RECONSTRUCT, REPLACE, REPAIR, MAINTAIN AND USE STORM DRAINS,
UTILITY LINES, DRIVEWAYS, WALKWAYS, PARKING AND TRAFFIC CONTROL FACILITIES, AND
OTHER APPURTENANT FACILITIES TOGETHER WITH THE RIGHT OF INGRESS THERETO AND
EGRESS THEREFROM IN, UPON, OVER AND ACROSS THE FOLLOWING DESCRIBED PROPERTY,
TOGETHER WITH THE RIGHT TO GRANT TO THE CITY OF LOS ANGELES AN EASEMENT TO
MAINTAIN TRAFFIC SIGNAL DEVICES AND APPURTENANCES, TO WIT:




THAT
PORTION OF PARCEL A OF PARCEL MAP 3689, IN THE CITY OF LOS ANGELES, COUNTY OF
LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP FILED IN BOOK 90 PAGES 17 AND 18 OF
PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY DESCRIBED AS
FOLLOWS:




BEGINNING
AT THE NORTHWESTERN CORNER OF PARCEL A, PARCEL MAP 3689, SAID CORNER BEING THE
TRUE POINT OF BEGINNING; THENCE,




1ST:
SOUTH 89 DEGREES 56 MINUTES 59 SECONDS EAST 642.62 FEET ALONG THE NORTH BOUNDARY
LINE OF SAID PARCEL A, SAID BOUNDARY LINE ALSO BEING THE SOUTHERLY LINE OF LOT
3, OF TRACT 30715, AS MAP FILED IN BOOK 790 PAGES 63 AND 64 IN SAID COUNTY, TO
THE SOUTHEAST CORNER OF SAID LOT; THENCE,




2ND:
SOUTH 00 DEGREES 03 MINUTES 01 SECONDS WEST 5.00 FEET, THENCE WESTERLY ALONG A
LINE PERPENDICULAR TO CANOGA AVENUE,




3RD:
NORTH 89 DEGREES 56 MINUTES 59 SECONDS WEST 632.62 FEET TO THE BEGINNING OF A
TANGENT CURVE CONCAVE TO THE SOUTHEAST HAVING A RADIUS OF 20.00 FEET;
THENCE,




4TH:
SOUTH WEST ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 30 DEGREES 00 MINUTES 00
SECONDS AN ARC DISTANCE OF 10.47 FEET, TO A POINT ON THE EASTERLY RIGHT OF WAY
LINE OF CANOGA AVENUE; THENCE,




5TH:
NORTH 0 DEGREES 03 MINUTES 01 SECONDS EAST ALONG SAID WESTERLY AVENUE TO THE
TRUE POINT OF BEGINNING.




PARCEL H:
(FOR THE BENEFIT OF PARCELS A, B, C, D, E & F):




NON-EXCLUSIVE
EASEMENTS AS PROVIDED FOR AND UPON THE TERMS AND CONDITIONS CONTAINED IN THE
DECLARATION OF COVENANTS, RESTRICTIONS AND EASEMENTS RECORDED JULY 17, 1987 AS
INSTRUMENT NO. 87-1141027, OFFICIAL RECORDS, AND THE AMENDMENT THERETO RECORDED
DECEMBER 15, 1987 AS INSTRUMENT NO. 87-1984241, OFFICIAL RECORDS AND LOCATED AS
SHOWN ON THE SURVEY (AS DEFINED HEREIN) AND AS OTHERWISE DESCRIBED IN SAID
DECLARATION FOR THE FOLLOWING PURPOSES: (A) PEDESTRIAN AND VEHICULAR ACCESS, A
LOADING DECK AND DRIVE-UP TELLER FACILITIES, FIRE HYDRANTS, UNDERGROUND LINES,
CONDUITS, PIPES, CATCH BASINS, AND DEVICES AND APPURTENANCES FOR GAS, WATER,
ELECTRICITY, TELEPHONE AND OTHER COMMUNICATIONS, SEWERS AND STORM DRAINS; (B)
STORM DRAIN PIPES, CATCH BASINS AND APPURTENANCES; (C) FIRE HYDRANTS AND
UNDERGROUND PIPES FOR WATER AND (D) ELEVATOR TOWER SERVING ALL SEVEN LEVELS OF
THE GARAGE STRUCTURES ON PARCELS A AND E; AND (E) SUCH OTHER EASEMENTS AS ARE
SET FORTH IN SAID DECLARATION.




PARCEL
I:




THE
BUILDINGS AND IMPROVEMENTS NOW LOCATED ON PARCEL D, ABOVE DESCRIBED, UPON THE
EXPIRATION OF EARLIER TERMINATION OF THE GROUND LEASE REFERRED TO IN THE
MEMORANDUM OF GROUND LEASE RECORDED IN THE OFFICIAL RECORDS OF LOS ANGELES
COUNTY, CALIFORNIA ON JULY 17, 1987 AS INSTRUMENT NO. 87-1141028 AND RESTATED
LEASE RECORDED IN SAID OFFICIAL RECORDS ON SEPTEMBER 22, 1994 AS INSTRUMENT NO.
94-1753369 (UNLESS A NEW LEASE IS ENTERED INTO PURSUANT TO SECTION 10.6 OF SUCH
GROUND LEASE, IN WHICH EVENT UPON THE EXPIRATION OR EARLIER TERMINATION OF SUCH
NEW LEASE.




PARCEL
J:




A
NON-EXCLUSIVE COMMON EASEMENT FOR THE BENEFIT OF PARCELS A, B, C, D AND E OF
SCHEDULE A OF THIS POLICY AS GRANTED IN THAT CERTAIN GRANT OF EASEMENTS RECORDED
AUGUST 2, 1965 AS INSTRUMENT NO. 4465 IN BOOK D2999 PAGE 857 OFFICIAL RECORDS,
FOR A STORM DRAIN OR PUBLIC AND PRIVATE UTILITIES AND FOR THE MAINTENANCE AND
IMPROVEMENT THEREOF.







SCHEDULE
1C




LEGAL DESCRIPTION OF
THE


GROUND LEASED
PROPERTY





[See
attached]








SCHEDULE
1.01(1)




ALLOCATED LOAN
AMOUNTS








PROPERTY
            ALLOCATED
      LOAN AMOUNT UPON FUNDING THE INITIAL ADVANCE
            ALLOCATED
      LOAN
              AMOUNT
      UPON FUNDING OF THE SUBSEQUENT FUNDING ADVANCEProjectsExecutive
      Tower
            $51,030,000
            $77,100,000Trillium
      Project
            $122,085,000
            $184,500,0001801
      Century Park West
            $14,962,500
            $22,600,000Cornerstone
      Plaza
            $36,922,500
            $55,800,000Total
            $225,000,000
            $340,000,000














SCHEDULE
1.01(2)




APPLICABLE LENDING
OFFICES








1.           Eurohypo
AG, New York Branch:





(a)
            Lending
      Office for Base Rate Loans and Eurodollar
Loans:





Eurohypo
AG, New York Branch


1114
Avenue of the Americas


New York,
New York  10036




















SCHEDULE
1.01(3)




APPRAISED
AMOUNTS





PROPERTY
            APPRAISED
      AMOUNTExecutive
      Tower
            $130,000,000Trillium
      Project
            $311,000,0001801
      Century Park West
            $38,100,000Cornerstone
      Plaza
            $94,100,000








SCHEDULE
1.01(4)




COMMITMENTS AND
PROPORTIONATE SHARES1








LENDER
            PROPORTIONATE
      SHARE
            TOTAL
      COMMITMENTEurohypo
      AG, New York Branch
            33.333333333%
            $75,000,000Bayerische
      Landesbank, New York Branch
            33.333333333%
            $75,000,000ING
      Real Estate Finance (USA) LLC
            33.333333333%
            $75,000,000Totals
            100%
            $225,000,000





1 This Schedule 1.01(4) is subject to
being replaced by an Amended and Restated Schedule 1.01(4) in accordance with
Section 2.11 of this Agreement.





SCHEDULE
1.01(5)




CERTAIN ELIGIBLE
ASSIGNEES








1.
            Landesbank
      Hessen-Thüringen Girozentrale




2.
            Aareal
      Bank AG




3.
            Massachusetts
      Mutual Life Insurance Company




4.
            General
      Electric Capital Assurance Company




5.
            General
      Electric Capital Markets Group Inc.




6.
            Landesbank
      Baden-Württemberg




7.
            Landesbank
      Sachsen Girozentrale




8.
            Metropolitan
      Life Insurance Company




9.
            MetLife
      Bank, N.A.




10.
            PB
      Capital




11.
            LRP
      Landesbank Rheinland-Pfalz




12.
            Bank
      of America




13.
            Bank
      of Montreal




14.
            Bayerische
      Landesbank




15.
            KeyBank
      Commercial Real Estate




16.
            New
      York Life Insurance Co.




17.
            New
      York State Teachers Retirement
System




18.
            Principal
      Capital Management




19.
            Prudential
      Capital Group




20.
            Union
      Bank REIG




21.
            Wells
      Fargo




22.
            Wurttembergische
      Hypothekenbank Aktiengesellschaft




23.
            EssenHyp




24.
            Wachovia
      Bank N.A.




25.
            PNC




26.
            AHBR
      (Allgemeine Hypotekenbank
Rheinboden)




27.
            Barclays
      Capital Real Estate Inc.




28.
            Teachers
      Insurance and Annuity Association




29.
            PB
      (USA) Realty Corporation


















SCHEDULE
1.01(6)




LIST OF ENVIRONMENTAL
REPORTS










All of
the Phase I Environmental Site Assessment reports were performed by [________]
and titled as follows:




[____________________]


Phase I
Environmental Site Assessment





1)
Executive
Tower                                                                           dated  [_______,
2008]





2)
Trillium
Project                                                                           dated  [_______,
2008]





3) 1801
Century Park
West                                                                                     dated  [_______,
2008]





4)
Cornerstone
Plaza                                                                           dated  [_______,
2008]











SCHEDULE
1.01(7)




LIST OF PROPERTY CONDITION
REPORTS








All
Property Condition Assessment reports were prepared
by:  [_____________]








1)
Executive
Tower                                                                           dated  [_______,
2008]





2)
Trillium
Project                                                                           dated  [_______,
2008]





3) 1801
Century Park
West                                                                                     dated  [_______,
2008]





4)
Cornerstone
Plaza                                                                           dated  [_______,
2008]











SCHEDULE
1.01(8)




LIST OF PROPERTY MANAGEMENT
AGREEMENTS





1.
            Property
      Management Agreement for 11400 Olympic Boulevard (Executive Tower), dated
      October 30, 2006, by and between Douglas Emmett 1995, LLC, as Owner, and
      Douglas Emmett Management, LLC, as
Agent.




2.
            Property
      Management Agreement for 6300-6336 Canoga Avenue (Trillium Project), dated
      October 30, 2006, by and between Douglas Emmett Realty Fund 2002, as
      Owner, and Douglas Emmett Management, LLC , as
  Agent.




3.
            Property
      Management Agreement for 1801 Century Park West, dated May 11, 2007, by
      and between Douglas Emmett 2007, LLC, as Owner, and Douglas Emmett
      Management, LLC, as Agent.




4.
            Property
      Management Agreement for 1990 S. Bundy Drive (Cornerstone Plaza), dated
      October 31, 2007, by and between Douglas Emmett 2007, LLC, as Owner, and
      Douglas Emmett Management, LLC, as
Agent.

















SCHEDULE
1.01(9)




TITLE
COMPANIES











Company
            Primary
      Liability
            Secondary
      Liability
            TotalChicago
      Title Insurance Company
            $17,000,000
            $158,000,000
            $175,000,000Fidelity
      National Title Insurance Company
            $0
            $165,000,000
            $165,000,000TOTAL
            $17,000,000
            $323,000,000
            $340,000,000.00














SCHEDULE 1.01(10)




GROUND
LEASE





SCHEDULE
7.04




FINANCIAL CONDITION
EVENTS














SCHEDULE
7.05




PENDING
LITIGATION





Served/Filed
            Caption
            Nature
      of Action
            Building
            StatusCovered
      by Liability Insurance:











SCHEDULE
7.09




ENVIRONMENTAL
      MATTERS








Matters
      listed on Schedule
      8.11.











SCHEDULE
7.11




SUBSIDIARIES








SUBSIDIARIES OF1995 LLC MEMBER:




Douglas
Emmett 1995, LLC




SUBSIDIARIES OF
BORROWER:




Subsidiaries
of 1995 LLC Borrower:




None.




Subsidiaries
of LP Borrower:




Douglas
Emmett 2002, LLC




DEG,
LLC




Subsidiaries
of 2007 LLC Borrower:




None.












SCHEDULE
7.22




RENT
ROLL








[See
Attached]








SCHEDULE
8.11




LIST OF UNDERGROUND STORAGE
TANKS




















SCHEDULE
8.21




REQUIRED
WORK

















SCHEDULE
9.02




EXISTING
LIENS

















SCHEDULE
9.04




EXISTING
INDEBTEDNESS














SCHEDULE
9.12




OTHER EXISTING
NON-CONFORMING USES




















EXHIBIT
A





[Form of
Assignment and Assumption]





ASSIGNMENT
AND ASSUMPTION








This
Assignment and Assumption (the “Assignment and
Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between [Insert name of Assignor] (the
“Assignor”) and
[Insert name of
Assignee] (the “Assignee”).  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Loan Agreement identified below (as amended, the “Loan Agreement”),
receipt of a copy of which is hereby acknowledged by the
Assignee.  The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and
made a part of this Assignment and Assumption as if set forth herein in
full.





For an
agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the
Assignor, subject to and in accordance with the Standard Terms and Conditions
and the Loan Agreement, as of the Effective Date inserted by the Administrative
Agent as contemplated below (i) all of the Assignor’s rights and obligations in
its capacity as a Lender under the Loan Agreement and any other documents or
instruments delivered pursuant thereto to the extent related to the amount and
percentage interest identified below of all of such outstanding rights and
obligations of the Assignor under the respective facilities identified below
(including any letters of credit included in such facilities) and (ii) to the
extent permitted to be assigned under applicable law, all claims, suits, causes
of action and any other right of the Assignor (in its capacity as a Lender)
against any Person, whether known or unknown, arising under or in connection
with the Loan Agreement, any other documents or instruments delivered pursuant
thereto or the Loan Transactions governed thereby or in any way based on or
related to any of the foregoing, including contract claims, tort claims,
malpractice claims, statutory claims and all other claims at law or in equity
related to the rights and obligations sold and assigned pursuant to clause (i)
above (the rights and obligations sold and assigned pursuant to clauses (i) and
(ii) above being referred to herein collectively as the “Assigned
Interest”).  Such sale and assignment is without recourse to
the Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by the Assignor.





1.           Assignor:                                ______________________________





2.
            Assignee:
            ______________________________


[and
      is an Affiliate of [identify Lender]2]





3.          Borrower:
            Douglas
      Emmett 2007, LLC, a Delaware limited liability company, Douglas Emmett
      Realty Fund 2002, a California limited partnership, and Douglas Emmett
      1995, LLC, a Delaware limited liability
company





4.
            Administrative
      Agent:
            Eurohypo
      AG, New York Branch,
      as the administrative agent under the Loan
  Agreement





5.Loan
      Agreement:
            The
      $350,000,000 Loan Agreement dated as of ______ __, 2008 among Douglas
      Emmett 2007, LLC, a Delaware limited liability company, Douglas Emmett
      Realty Fund 2002, a California limited partnership, and Douglas Emmett
      1995, LLC, a Delaware limited liability company, the Lenders parties
      thereto, and Eurohypo AG, New York Branch, as Administrative
      Agent





2
              Select
      as applicable.


--





6.
            Assigned
      Interest:





Aggregate
      Amount of Assignor’s Outstanding Loan
            Amount
      of
              Loan
              Assigned
            Proportionate
      Share Assigned 3$
            $
            %








Effective
Date:   _____________ ___, 20___ [TO BE INSERTED BY
ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF
TRANSFER IN THE REGISTER THEREFOR.]





The terms
set forth in this Assignment and Assumption are hereby agreed to:





ASSIGNOR





[NAME
      OF ASSIGNOR]








By:______________________________


Name:


Title:








ASSIGNEE





[NAME OF ASSIGNEE]








By:______________________________


Name:


Title:








Applicable
Lending Office





Address
for Notices:








Telephone
No.:                                (   )


Telecopier
No.:                                (   )








3Set
forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all
Lenders thereunder.


--


[Consented
to and]4 Accepted:





EUROHYPO
AG, NEW YORK BRANCH,


as
Administrative Agent








By___________________________


Name:


Title:








By:_________________________


Name:


Title:








[Consented
to:]5





Douglas
Emmett 2007, LLC,


a
Delaware limited liability company





By:           Douglas
Emmett Management, Inc.,


a Delaware corporation, its
Manager





By:           __________________


Name:                      William
Kamer


Title:                      Chief
Financial Officer





Douglas
Emmett 1995, LLC,


a
Delaware limited liability company





By:           Douglas
Emmett Management, Inc.,


a Delaware corporation, its
Manager





By:           __________________


Name:                      William
Kamer


Title:                      Chief
Financial Officer





[Signatures
continue on next page]





4
              To
      be added only if the consent of the Administrative Agent is required by
      the terms of the Loan
Agreement.


5
              To
      be added only if the consent of the Borrower is required by the terms of
      the Loan Agreement.


--








Douglas
Emmett Realty Fund 2002, a California


limited
partnership





By:           Douglas
Emmett Management, LLC,


a Delaware limited liability
company,


its General Partner





By:           Douglas
Emmett Management, Inc.,


a Delaware corporation, its
Manager





By:           __________________


Name:                      William
Kamer


Title:                      Chief
Financial Officer








ANNEX
1







STANDARD
TERMS AND CONDITIONS FOR


ASSIGNMENT
AND ASSUMPTION





1.  Representations and
Warranties.





1.1   Assignor.  The
Assignor (a) represents and warrants that (i) it is the legal and beneficial
owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of
any lien, encumbrance or other adverse claim and (iii) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the Transactions contemplated
hereby; and (b) assumes no responsibility with respect to (i) any statements,
warranties or representations made in or in connection with the Loan Agreement
or any other Loan Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Loan Documents or any
collateral thereunder, (iii) the financial condition of the Borrower, any of its
Subsidiaries or Affiliates or any other Person obligated in respect of any Loan
Document or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Loan Document.





1.2.  Assignee.  The
Assignee (a) represents and warrants that (i) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the Transactions contemplated hereby and to become
a Lender under the Loan Agreement, (ii) it satisfies the requirements, if any,
specified in the Loan Agreement that are required to be satisfied by it in order
to acquire the Assigned Interest and become a Lender, (iii) from and after the
Effective Date, it shall be bound by the provisions of the Loan Agreement as a
Lender thereunder and, to the extent of the Assigned Interest, shall have the
obligations of a Lender thereunder, (iv) it has received a copy of the Loan
Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 8.01 thereof,
as applicable, and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into this
Assignment and Assumption and to purchase the Assigned Interest on the basis of
which it has made such analysis and decision independently and without reliance
on the Administrative Agent or any other Lender, (v) it satisfies the
requirements of an Eligible Assignee as defined in the Loan Agreement, and (vi)
if it is a Foreign Lender, attached to the Assignment and Assumption is any
documentation required to be delivered by it pursuant to the terms of the Loan
Agreement, duly completed and executed by the Assignee; and (b) agrees that (i)
it will, independently and without reliance on the Administrative Agent, the
Assignor or any other Lender, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Loan Documents, and (ii) it will perform
in accordance with their terms all of the obligations which by the terms of the
Loan Documents are required to be performed by it as a Lender.





2.   Payments.    From
and after the Effective Date, the Administrative Agent shall make all payments
in respect of the Assigned Interest (including payments of principal, interest,
fees and other amounts) to the Assignor for amounts which have accrued to but
excluding the Effective Date and to the Assignee for amounts which have accrued
from and after the Effective Date.





3.  General Provisions.
This Assignment and Assumption shall be binding upon, and inure to the benefit
of, the parties hereto and their respective successors and
assigns.  This Assignment and Assumption may be executed in any number
of counterparts, which together shall constitute one
instrument.  Delivery of an executed counterpart of a signature page
of this Assignment and Assumption by telecopy shall be effective as delivery of
a manually executed counterpart of this Assignment and
Assumption.  This Assignment and Assumption shall be governed by, and
construed in accordance with, the law of the State of New York.





EXHIBIT
B


[Limited
Indemnity and Guarantee]








EXHIBIT
C




[Form of
Cash Trap Account Security Agreement]











EXHIBIT
D




[Form of
Deed of Trust]











EXHIBIT
E




[Form of
Environmental Indemnity]











EXHIBIT
F




[Form of
General Assignment]














EXHIBIT
G-1




[Form of
Hedge Agreement Pledge (Required)]








EXHIBIT
G-2




[Form of
Hedge Agreement Pledge (Optional)]








EXHIBIT
H




[Form of
Notes]





NOTE











_______
__, 2008


Los
Angeles, California





FOR VALUE
RECEIVED, Douglas Emmett 2007, LLC, a Delaware limited liability company,
Douglas Emmett Realty Fund 2002, a California limited partnership, and Douglas
Emmett 1995, LLC, a Delaware limited liability company (individually and
collectively, jointly and severally, the “Company”), hereby
promises to pay to the order of __________________ (the “Lender”), for account
of its respective Applicable Lending Office provided for by the Loan Agreement
referred to below, at the principal office of Eurohypo AG, New York Branch, at
1114 Avenue of the Americas, New York, New York 10036, the principal sum of
_______________ Dollars (or such lesser amount as shall equal the aggregate
unpaid principal amount of the Loans made by the Lender to the Company under the
Loan 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 Loan 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 and on the dates provided in the Loan Agreement.




This Note
is one of the Notes referred to in the Loan Agreement dated as of ________ __,
2008 (as Modified and in effect from time to time, the “Loan Agreement”)
among the Company, the lenders party thereto (including the Lender) and Eurohypo
AG, New York Branch, as Administrative Agent, evidences a Loan made by the
Lender thereunder and is secured by the Deeds of Trust.  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 the Loan upon the terms and
conditions specified therein.  The Company may prepay this Note in
whole or in part subject to and in accordance with the terms set forth in the
Loan Agreement.




Should
the indebtedness represented by this Note or any part thereof be collected at
law or in equity, or in bankruptcy, receivership or any other court proceeding
(whether at the trial or appellate level), or should this Note be placed in the
hands of attorneys for collection upon default, the Company agrees to pay, in
addition to the principal, interest and other sums due and payable hereon, all
costs of collecting or attempting to collect this Note, including attorneys’
fees and disbursements.




All
parties to this Note, whether principal, surety, guarantor or endorser, hereby
waive presentment for payment, demand, protest, notice of protest and notice of
dishonor.




The sale,
assignment, transfer or pledge of this Note by the Lender to any other Person is
subject to the restrictions set forth in Section 14.07 of the
Loan Agreement.




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






The
liability of the Company and certain other parties for the Company’s obligations
hereunder is subject to the limitation on liability provisions of Section 14.23(a) of
the Loan Agreement.







Douglas
Emmett 2007, LLC,


a
Delaware limited liability company





By:           Douglas
Emmett Management, Inc.,


a Delaware corporation, its
Manager





By:           __________________


Name:                      William
Kamer


Title:                      Chief
Financial Officer





Douglas
Emmett 1995, LLC,


a
Delaware limited liability company





By:           Douglas
Emmett Management, Inc.,


a Delaware corporation, its
Manager





By:           __________________


Name:                      William
Kamer


Title:                      Chief
Financial Officer





[Signatures
continue on next page]





- 3 -





Douglas
Emmett Realty Fund 2002, a California


limited
partnership





By:           Douglas
Emmett Management, LLC,


a Delaware limited liability
company,


its General Partner





By:           Douglas
Emmett Management, Inc.,


a Delaware corporation, its
Manager





By:           __________________


Name:                      William
Kamer


Title:                      Chief
Financial Officer














EXHIBIT
I




[Form of
Project-Level Account Security Agreement]





EXHIBIT
J




[Form of
Property Manager’s Consent]





EXHIBIT
K




[Form of
Subordination, Non-Disturbance and Attornment Agreement]











EXHIBIT
L




[Form of
Notice of Conversion or Continuation]





_________
__, 200_




Eurohypo
AG, New York Branch, as Administrative Agent


for the
Lenders party to the Loan Agreement


referred
to below


1114
Avenue of the Americas


New York,
NY 10036


Attn:




Ladies
and Gentlemen:




Reference
is made to that certain Loan Agreement dated as of ________ __, 2008 (as
Modified and in effect from time to time, the “Loan Agreement”) by
and among the undersigned, Eurohypo AG, New York Branch, as Administrative
Agent, and the Lenders party thereto.  Terms used but not defined in
this Interest Election Request have the respective meanings assigned to such
terms in the Loan Agreement.





Pursuant to Section 4.05 of the Loan
Agreement, the undersigned notifies you that it hereby elects to Continue or
Convert Loans as follows:





1.
            Effective Date of
      Election:
            _________
      __, 200_





2.
            Amount, Type and
      Interest Period of Eurodollar Loans to be Continued as Eurodollar
      Loans:






            Eurodollar
      Loans in the aggregate amount of $____________ to be Continued as
      Eurodollar Loans with an Interest Period of ___
  months





3.
            Amount, Type and
      Interest Period of Base Rate Loans to be Converted to Eurodollar
      Loans:






            Base
      Rate Loans in the aggregate amount of $____________ to be Converted to
      Eurodollar Loans with an Interest Period of ___
  months





4.
            Amount and Type of
      Eurodollar Loans to be Converted to Base Rate
  Loans:






            Eurodollar
      Loans in the aggregate amount of $____________ to be Converted to Base
      Rate Loans





You are
hereby irrevocably instructed to continue and/or convert such Loans in
accordance with the foregoing instructions.





The undersigned hereby certifies that
no Default exists.





Douglas
Emmett 2007, LLC,


a
Delaware limited liability company





By:           Douglas
Emmett Management, Inc.,


a Delaware corporation, its
Manager





By:           __________________


Name:                      William
Kamer


Title:                      Chief
Financial Officer





Douglas
Emmett 1995, LLC,


a
Delaware limited liability company





By:           Douglas
Emmett Management, Inc.,


a Delaware corporation, its
Manager





By:           __________________


Name:                      William
Kamer


Title:                      Chief
Financial Officer








Douglas
Emmett Realty Fund 2002, a California


limited
partnership





By:           Douglas
Emmett Management, LLC,


a Delaware limited liability
company,


its General Partner





By:           Douglas
Emmett Management, Inc.,


a Delaware corporation, its
Manager





By:           __________________


Name:                      William
Kamer


Title:                      Chief
Financial Officer














EXHIBIT
M




SURVEY
REQUIREMENTS


Eurohypo
must obtain an acceptable as-built survey (the “Survey”) meeting the
requirements set forth below accompanied by a certificate in the form prescribed
by Eurohypo from time to time.


A.
            As-Built
      Survey. The Survey shall satisfy the following
      requirements:




1.
            The
      Survey for the property shall be prepared by a land surveyor licensed to
      practice surveying in the jurisdiction where the property is located and
      done pursuant to the 2005 ALTA/ACSM Minimum Standard Detail Requirements
      for Land Title Surveys (the “ACSM Standards”)
      including items 2, 3, 4, 6, 7(a), 7(b)(1), 8, 9, 10, 11(a) (as to
      utilities, surface matters only), 13 and 16 of Table A
      thereof.  In certain cases, other Table A items may be
      required.




2.
            The
      Survey shall be dated no more than thirty (30) days prior to closing, must
      be certified to Eurohypo AG, New York Branch, as the Administrative Agent
      for the Lenders party to the Loan Agreement with the Borrower (the “Administrative Agent”)
      and to the Lenders, and to their respective successors and/or assigns,
      must contain the certification set forth in the ACSM Standards, and must
      be signed and sealed by the surveyor.  A copy of the
      certification contained in the ACSM Standards is set forth
      below.




3.
            The
      Survey shall also be certified to the title insurance company insuring
      title in the transaction, shall be satisfactory to the title insurance
      company, shall refer to the title insurance commitment by number and
      effective date, and shall list every recorded exception appearing in the
      title insurance commitment, with a note stating whether the exception
      affects the property, and if so whether the exception is
      plottable.  If the exception is plottable, it must be plotted on
      the Survey.  Any appurtenant easement that is plottable must
      also be plotted on the Survey.




4.
            Where
      the loan is a construction loan, the proposed locations of all
      improvements shown on the site plan shall be plotted on the Survey, and
      identified as proposed improvements; and the Survey shall indicate the
      locations of all necessary utility lines and the distances from the
      property to the proposed connections to distribution
  lines.




5.
            The
      Survey shall contain a note concerning the flood zone designation of the
      property in substantially the following form:  “Said described
      property is located within an area having a Zone Designation
      _______________ by the Secretary of Housing and Urban Development, on
      Flood Insurance Rate Map No. ____________, with a date of
      identification of __________, for Community Number __________, in
      ___________ County, State of ___________, which is the current Flood
      Insurance Rate Map for the community in which said property is
      situated.”




6.
            All
      set back, side yard and rear yard lines shown on the recorded plat or set
      forth in the applicable zoning ordinance shall be drawn on the Survey, and
      identified by recording number or zoning ordinance, as the case may
      be.




7.
            The
      number of regular and handicap parking spaces located on the property
      shall be stated on the Survey, and all parking spaces shall be drawn on
      the Survey to the extent possible.




B.
            SURVEY
      CERTIFICATION REQUIREMENTS.  The Survey shall be prepared
      by a land surveyor licensed to practice surveying in the jurisdiction
      where the Mortgaged Property is located, shall be dated no more than
      thirty (30) days prior to the Closing Date and shall contain the following
      certification:




To
Eurohypo AG, New York Branch, as the Administrative Agent for the Lenders party
to the Loan Agreement with ___________ (the Borrower) (the “Administrative Agent”) and to
such Lenders, and to their respective successors and/or assigns, (name of title
insurance company), (name of others as instructed by client):




This is
to certify that this map or plat and the survey on which it is based were made
in accordance with “Minimum Standard Detail Requirements for ALTA/ACSM Land
Title Surveys,” jointly established and adopted by ALTA and NSPS in 2005, and
includes items 2, 3, 4, 6, 7(a), 7(b)(1), 8, 9, 10, 11(a) (as to utilities,
surface matters only), 13 and 16 of Table A thereof.  Pursuant to
the Accuracy Standards as adopted by ALTA and NSPS and in effect on the date of
this certification, undersigned further certifies that in my professional
opinion, as a land surveyor registered in the State of _____________,
(a) the Relative Positional Accuracy of this survey does not exceed that
which is specified therein; (b) the information shown on the Survey is
correct as of the last revision date; (c) the property description included
in the Survey (the “Land”) is identical
to the property description attached to the Title Company's Commitment dated
___________________ (Order No. _______________) (the “Title Commitment”)
and the Survey is a correct representation of the property; (d) the Survey
correctly shows the size and location of all buildings, structures, and visible
improvements, if any; (e) all visible indications of and recorded rights of
way, easements, set-backs and other significant matters of a similar nature of
which the Surveyor has been advised or is aware, including, without limitation,
those matters shown on the Title Commitment, whether burdening or benefiting the
Land, have been correctly plotted and identified on the Survey, and there are no
visible indications of or recorded rights of way, easements, set-backs,
discrepancies, conflicts, encroachments on or off the Land, or overlapping of
visible improvements except as shown on the Survey; (f) all evidence
showing use of the Land by occupants other than the Owner or lessees
specifically identified in the Title Commitment is noted on the Survey;
(g) all streets or roads adjoining the Land are shown, and the Land has
access to and from [name of road(s)],
which is(are) a paved, public roadway(s), currently in use as such and
maintained by [name of
maintaining authority], as shown on the Survey; (h) if the Land is
composed of several parcels, all interior lines, calls and distances are
correctly set forth on the Survey and there are no gaps or unclosed interior
lines; and (i) all visible and recorded evidence of easements or rights of
way benefiting the Land or across adjoining land are indicated on the
Survey.




Date:
_______________




(signed)_______________________(seal)




Registration No.



















**




Date:_______________




(signed)_______________________(seal)




Registration No.










EXHIBIT
N




[FORM OF
LEASE INFORMATION SUMMARY]





LEASE
INFORMATION TO BE FURNISHED AND


CERTIFIED
TO BY THE BORROWER








Note:  If any item listed
below is not referred to in the Lease, please indicate by using the symbol “NR”;
items which are not under any circumstances applicable should be designated by
the symbol “NA”.  If the Lease is the Borrower’s standard form, this
abstract should so indicate, and only the items proper to the Lease under
consideration and any deviations from the standard form need be referred
to.


Borrower:





Premises:                      ___________________


___________________








Standard Form Lease:  Yes
____  No ____




Type of
Lease:                                  Office
____  Retail ____


Date:





Article,
Page


or
Section:


________


Tenant:


________                      1.           Trade
Name:


________                      2.           Date
of Lease:


________                      3.           Premises:


________                                a.           Location:


________                                b.           Area
(sq. ft.):


4.           Term:


________                                a.           Basic:


________                                b.           Renewals:


5.           Rent:


________                                a.           Minimum
Annual Rent:


________                                           1.           Original
Term:


________                                           2.           Renewal
Term:


________
            b.
            Percentage
      Rent:  (Gross Receipts X
Rate-Base)


________                                           1.           Rate:


________                                           2.           Base:


________                                c.           Tax
escalation:


________                                d.           Applicable
Operating Expense Escalation:


________                      6.           Allowances
by Landlord:


________                                a.           Construction
Work Letter:


________                                b.           Other:


________                      7.           Permitted
Use:


________                      8.           Conditions
Precedent to Lease Commencement:


________                                a.           Key
Tenant Requirements:


________                                b.           Completion
of Tenant Improvements:


________                                c.           Other:


9.           Construction:


________                                a.           Scope
of Landlord’s Work:


________                                b.           Period
for Completion of Landlord’s Work:


________                                c.           Scope
of Tenant’s Work:


________                                d.           Period
for Completion of Tenant’s Work:


10.           Rent
Abatement or Concessions:


11.           Rent
Setoff:


12.           Tenant’s
Cancellation Rights:


________                                a.           Condemnation:


________                                           _________%
of leased premises:


________                                           _________%
of common area:


________                                           Other:


________                                b.           Casualty,
whether or not restored.


________
            c.
            Destruction
      ______% of leased premises during last ________ years of _______
      term.


________                                d.           Other:


________                      13.           Subordination:


________                                a.           Subordination
provided:


________                                b.           Conditioned
on Non-Disturbance:


________                                c.           Attornment:


________                      14.           Options:


________                                a.           Additional
Space:


________                                b.           Purchase:


________                      15.           Exclusivity
Rights or Other Restrictions on Landlord:








CERTIFICATE


The undersigned (“Borrower”) hereby
certifies that the foregoing information is true and correct, that tenant’s use
of the leased premises in accordance with its lease will not violate use
restrictions contained in any other leases affecting the Premises and that the
use by tenants of their premises in accordance with their respective leases does
not violate use restrictions contained in this lease.  This
Certificate is made with the intent that it be relied upon by Eurohypo AG, New
York Branch, as administrative agent, and the Lenders that are party to that
certain Loan Agreement, dated __________, 2008 among Eurohypo AG, New York
Branch, as Administrative Agent, certain Lenders thereto and the
Borrower.





[Douglas
Emmett 2007, LLC,


a
Delaware limited liability company





By:           Douglas
Emmett Management, Inc.,


a Delaware corporation, its
Manager





By:           __________________


Name:                      William
Kamer


Title:                      Chief
Financial Officer]





[Douglas
Emmett 1995, LLC,


a
Delaware limited liability company





By:           Douglas
Emmett Management, Inc.,


a Delaware corporation, its
Manager





By:           __________________


Name:                      William
Kamer


Title:                      Chief
Financial Officer]














[Douglas
Emmett Realty Fund 2002, a California


limited
partnership





By:           Douglas
Emmett Management, LLC,


a Delaware limited liability
company,


its General Partner





By:           Douglas
Emmett Management, Inc.,


a Delaware corporation, its
Manager





By:           __________________


Name:                      William
Kamer


Title:                      Chief
Financial Officer]











EXHIBIT
O




[Form of
Controlled Account Agreement]














EXHIBIT
P





Form of
Subsequent Funding Advance Notice







_________
__, 200_




Eurohypo
AG, New York Branch, as Administrative Agent


for the
Lenders party to the Loan Agreement


referred
to below


1114
Avenue of the Americas


New York,
NY 10036


Attn:




Ladies
and Gentlemen:




Reference
is made to that certain Loan Agreement dated as of [________], 2008, as Modified
and in effect from time to time, (the “Loan Agreement”) by
and among, inter alia, the undersigned, Eurohypo AG, New York Branch, as
Administrative Agent, and the Lenders party thereto.  Terms used but
not defined in this Subsequent Funding Advance Notice have the respective
meanings assigned to such terms in the Subsequent Funding Loan
Agreement.





This
Subsequent Funding Advance Notice constitutes Borrower’s request to borrow Loans
in the amounts and in the manner set forth below and is otherwise subject to the
terms of the Loan Agreement.  The information relating to the proposed
Loans is as follows:




1.
            The
      funding date of the proposed Loans is ___________ __, ____.  The
      Loans constitute Subsequent Funding
Advances.




2.
            The
      aggregate amount of the proposed




Loans
      to be funded pursuant to this Subsequent Funding Advance Notice
      is$_________.




3.
            The
      aggregate amount of the proposed




Loans
      to be funded pursuant to this Subsequent Funding Advance Notice which are
      to bear interest as Base Rate Loans
is




$__________.




4.
            The
      aggregate amount of the proposed




Loans
      to be funded pursuant to this Subsequent Funding Advance Notice which are
      to bear interest  as Eurodollar Loans
  is




$__________.




5.
            The
      Interest Periods and the aggregate amounts of the proposed Eurodollar
      Loans with respect to each such Interest Period are as
      follows:




- 1
month                                                      $__________.




- 2
month                                                      $__________.




- 3
month                                                      $__________.




- 6
month                                                      $__________.




- 12
month (if
available)                                                                $__________.




The
undersigned hereby represent as follows:





(1)  Representations and
Warranties.  All representations and warranties of the Borrower
contained in the Loan Documents are true and correct as of the date hereof and
shall be true and correct on the date of the making of the Loans requested
herein, both before and after giving effect to the making of such
Loans.




(2)  No Event of
Default.  No Default or Event of Default exists as of the date
hereof or will result from the making of the Loans.




(3)  Conditions
Satisfied.  All conditions to the making of the Loans set forth
in the Loan Agreement are satisfied.












IN WITNESS WHEREOF, the undersigned
have executed this Subsequent Funding Advance Notice as of the date set forth
above.




BORROWER:




Douglas
Emmett 2007, LLC,


a
Delaware limited liability company





By:           Douglas
Emmett Management, Inc.,


a Delaware corporation, its
Manager





By:           __________________


Name:                      William
Kamer


Title:                      Chief
Financial Officer





Douglas
Emmett 1995, LLC,


a
Delaware limited liability company





By:           Douglas
Emmett Management, Inc.,


a Delaware corporation, its
Manager





By:           __________________


Name:                      William
Kamer


Title:                      Chief
Financial Officer





Douglas
Emmett Realty Fund 2002, a California


limited
partnership





By:           Douglas
Emmett Management, LLC,


a Delaware limited liability
company,


its General Partner





By:           Douglas
Emmett Management, Inc.,


a Delaware corporation, its
Manager





By:           __________________


Name:                      William
Kamer


Title:                      Chief
Financial Officer
















EXHIBIT
Q





Form of
Contribution Agreement







EXHIBIT
R





Form of
Joinder




This
JOINDER AGREEMENT (this “Agreement”) is dated
as of ___________ ___, 2008, and is made with reference to that certain Loan
Agreement dated as of _________ ___, 2008 (as Modified from time to time, the
“Loan
Agreement”) by and among Douglas Emmett 2007, LLC, a Delaware limited
liability company, Douglas Emmett 1995, LLC, a Delaware limited liability
company, and Douglas Emmett Realty Fund 2002, a California Limited Partnership
(individually and collectively, jointly and severally, the “Borrower”), the
lenders from time to time party thereto (the “Lenders”) and
Eurohypo AG, New York Branch, as administrative agent for the Lenders (together
with its successors and assigns, the “Administrative
Agent”).  Capitalized terms used herein and not otherwise
defined have the meanings ascribed to such terms in the Loan
Agreement.




The
undersigned (the “New
Lender”) hereby agrees to make a Loan to the Borrower up to the maximum
the amount of the Commitment set forth opposite the New Lender’s name on the
signature page hereof.  The Proportionate Share of the New Lender
(after adjusting the Proportionate Shares of the other Lenders as a result of
New Lender’s Commitment made hereunder) is set forth opposite the New Lender’s
name on the signature page hereof.  The New Lender hereby acknowledges
and confirms that it has received copies of the Loan Documents.  The
New Lender represents and warrants that (i) it has full power and authority, and
has taken all action necessary, to execute and deliver this Agreement and to
consummate the transactions contemplated hereby and to become a Lender under the
Loan Agreement, (ii) from and after the date hereof, it shall be bound by the
provisions of the Loan Agreement as a Lender thereunder and, to the extent of
its Commitment, shall have the obligations of a Lender thereunder, and (iii) if
it is a Foreign Lender, attached to this Agreement is any documentation required
to be delivered by it pursuant to the terms of the Loan Agreement, duly
completed and executed by it.




Except as
otherwise provided in the Loan Agreement, effective as of the date of acceptance
hereof by the Administrative Agent, the New Lender:




(i)  shall be
deemed automatically to have become a party to the Loan Agreement and have all
the rights and obligations of a “Lender” under the Loan Agreement and the other
Loan Documents as if it were an original signatory thereto; and




(ii)  it is an
Eligible Assignee and otherwise agrees to be bound by the terms and conditions
set forth in the Loan Agreement and the other Loan Documents as if it were an
original signatory thereto.




This
Agreement shall be binding upon, and inure to the benefit of, the New Lender,
the Lenders, the Borrower and the Administrative Agent and their respective
successors and permitted assigns.  This Agreement may be executed in
separate counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which taken together shall constitute one
and the same agreement.  Delivery of an executed counterpart of a
signature page of this Agreement by telecopy shall be effective as delivery by a
manually executed counterpart of this Agreement.  This Agreement shall
be governed by, and construed in accordance with, the laws of the State of New
York.




IN WITNESS WHEREOF, the undersigned has
executed this Agreement as of the date first written above.









[NEW LENDER]









Amount
      of Commitment:  $____________
            By:___________________________


Proportionate
      Share:  ________%
            Name:  ______________________


Title:  _______________________







Accepted
and acknowledged




this ____
day of _______, 200_:




ADMINISTRATIVE
AGENT:




EUROHYPO
AG, NEW YORK BRANCH,




as
Administrative Agent




By:  _______________________________




Name:  _________________________




Title:  __________________________









By:  _______________________________




Name:  _________________________




Title:  __________________________