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                                                                   Exhibit 10.34


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                                 LOAN AGREEMENT



                                     BETWEEN




                  BURNHAM PACIFIC OPERATING PARTNERSHIP, L.P.,
                  BPP/CAMERON PARK, L.P., AND BPP/RILEY, L.P.,



                                  AS BORROWERS



                            THE LENDERS PARTY HERETO,



                                   AS LENDERS




                                       AND




                      GENERAL ELECTRIC CAPITAL CORPORATION,
                             AS ADMINISTRATIVE AGENT




                         DATED AS OF: NOVEMBER 19, 1999





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                                 LOAN AGREEMENT

         This Loan Agreement (this "AGREEMENT") is entered into as of November
19, 1999, among BURNHAM PACIFIC OPERATING PARTNERSHIP, L.P., a Delaware limited
partnership, and BPP/ CAMERON PARK, L.P. and BPP RILEY, L.P., each a California
limited partnership (each, a "BORROWER" and collectively, the "BORROWERS"); each
of the lenders that is a signatory hereto identified under the caption "LENDERS"
on the signature pages hereof and each lender that becomes a "Lender" after the
dates hereof pursuant to Section 11.24(2) (individually, a "LENDER" and,
collectively, the "LENDERS"); and General Electric Capital Corporation,
("GECC"), a New York corporation, as administrative agent for the Lenders (in
such capacity, together with its successors in such capacity, the
"ADMINISTRATIVE AGENT").

                                   ARTICLE 1
                               CERTAIN DEFINITIONS

         Section 1.01 CERTAIN DEFINITIONS. As used herein, the following terms
have the meanings indicated:

                (1) "ACCOUNT PLEDGE" means that certain pledge and security
agreement to be executed by the Borrowers in favor of the Administrative Agent
(on behalf of the Lenders) with respect to certain deposit accounts more
particularly described therein.

                (2) "ACT" means the United States Securities Act of 1933 as
amended.

                (3) "ADDITIONAL ADVANCE" means, subject to the terms and
provisions of this Agreement, a Loan advance from the Lenders to the Borrowers
to provide funding for the Fremont Additional Advance, the La Mancha Lease
Acquisition and/or general working capital for the operation of the Projects.

                (4) "ADDITIONAL COSTS" has the meaning set forth in SECTION
2.08(1) hereof.

                (5) "ADJUSTED DEBT" means, for any Person, without duplication,
all Debt of such Person PLUS all unfunded amounts under a loan agreement, letter
of credit, or other credit facility for which for which such Person would be
liable, if such amounts were advanced under the credit facility.

                (6) "ADJUSTED DEBT SERVICE" means the aggregate interest, fixed
principal (excluding balloon payments at maturity), and other payments due under
the Loan (excluding any payments for real estate taxes and any other revenues or
funds that are escrowed with the Administrative Agent) and on any other
permitted Adjusted Debt relating to the Projects approved by the Administrative
Agent for the period of time for which calculated.

                (7) "ADJUSTED LIBOR RATE" means, for any Interest Period for any
Eurodollar Loan, a rate per annum (rounded upwards, if necessary, to the nearest
1/16 of 1%) determined by the Administrative Agent to be equal to the Libor Base
Rate for such Interest Period DIVIDED by 1 minus the Reserve Requirement (if
any) for such Interest Period.


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                (8) "ADJUSTED LOAN AMOUNT" has the meaning set forth in SECTION
2.04 hereof.

                (9) "ADJUSTED OPERATING EXPENSES" means, with respect to any
period, all Operating Expenses for such period, as determined and adjusted by
the Administrative Agent in accordance with its then current audit policies and
procedures (but such policies and procedures shall be consistent with, and
similar in substance to, the policies and procedures used in connection with the
Initial Advance) including, without limitation, adjustments to reflect (a) the
greater of (i) actual management fees or (ii) 4% of Operating Revenues and (b) a
replacement or capital repair reserve equal to $0.20 per gross square foot per
annum.

                (10) "ADJUSTED OPERATING REVENUES" means, with respect to any
period, all Operating Revenues for such period, as determined and adjusted by
the Administrative Agent in accordance with its then current audit policies and
procedures (but such policies and procedures shall be consistent with, and
similar in substance to, the policies and procedures used in connection with the
Initial Advance), including, without limitation, adjustments to reflect
occupancy based on the lesser of (a) actual occupancy and (b) the greater of (i)
90% and (ii) market occupancy.

                (11) "ADVANCE" means each advance of the Loan made by the
Lenders to the Borrowers pursuant to, and in accordance with, the terms and
conditions of this Agreement, including, the Initial Advance and each Additional
Advance, PROVIDED, THAT, in no event shall the aggregate amount of all Advances
outstanding at any time exceed the Maximum Loan Amount.

                (12) "ADVANCE DATE" has the meaning set forth in SECTION 2.07(3)
hereof.

                (13) "AFFILIATE" means, with respect to any Person (a) any
corporation in which such Person or any partner, shareholder, director, officer,
member, or manager of such Person directly or indirectly owns or controls more
than ten percent (10%) of the beneficial interest, (b) any partnership, joint
venture or limited liability company in which such Person or any partner,
shareholder, director, officer, member, or manager of such Person is a partner,
joint venturer or member, (c) any trust in which such Person or any partner,
shareholder, director, officer, member or manager of such Person is a trustee or
beneficiary, (d) any entity of any type which is directly or indirectly owned or
controlled by such Person or any partner, shareholder, director, officer, member
or manager of such Person, (e) any partner, shareholder, director, officer,
member, manager or employee of such Person or (f) any Person related by birth,
adoption or marriage to any partner, shareholder, director, officer, member,
manager, or employee of such Person.

                (14) "AGREEMENT" means this Loan Agreement and all exhibits,
schedules and joinders, if any, attached thereto, as the same may be amended
from time to time.

                (15) "ALLOCATED LOAN AMOUNT" means, with respect to each Project
listed on SCHEDULE 3 annexed hereto, the Loan amount set forth in such schedule
as being the "ALLOCATED LOAN AMOUNT" for such Project.


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                (16) "ALTERNATE BASE RATE" means, for any day, a rate per annum
equal to the Prime Rate in effect for such day.

                (17) "ALTERNATE BASE RATE LOANS" means Loans that bear interest
at rates based upon the Alternate Base Rate.

                (18) "APPLICABLE LENDING OFFICE" means, for each Lender and for
each Type of Loan, the "Lending Office" of such Lender (or of an affiliate of
such Lender) designated for such Type of Loan on the respective signature pages
hereof or such other office of such Lender (or of an affiliate of such Lender)
as such Lender may from time to time specify to the Administrative Agent and the
Borrowers as the office by which its Loans of such Type are to be made and
maintained.

                (19) "APPRAISAL" means an appraisal of the Project or Projects,
as the case may be, prepared by an MAI appraiser satisfactory to the
Administrative Agent, which appraisal must also (a) satisfy the requirements of
Title XI of the Federal Institutional Reform, Recovery and Enforcement Act of
1989 and the regulations promulgated thereunder (including the appraiser with
respect thereto) and (b) be otherwise in form and substance satisfactory to the
Administrative Agent.

                (20) "ASSIGNMENT AND ACCEPTANCE" means an Assignment and
Acceptance, duly executed by the parties thereto, in substantially the form of
EXHIBIT D hereto and consented to by the Administrative Agent in accordance with
SECTION 11.24(2).

                (21) "ASSIGNMENTS OF CONTRACTS" means, collectively, the
Assignments of Contracts, Licenses, Permits, Agreements, Warranties and
Approvals now or hereafter executed by the Borrowers for the benefit of the
Administrative Agent on behalf of the Lenders, and pertaining to an assignment
of all of such Person's rights, title and benefits under and otherwise
pertaining to the Management Agreement, the Interest Rate Protection Agreement,
the P&V Sale Agreements (if any), and all other agreements, license agreements,
permits (including, license building and occupancy permits), approvals,
operating contracts, trade names, signage agreements and all service, supply and
maintenance contracts relating to any Project, unless prohibited by law,
together with all amendments, modifications or supplements thereto.

                (22) "ASSIGNMENTS OF RENTS AND LEASES" means, collectively, the
Assignments of Rents and Leases, executed by each applicable Borrower for the
benefit of the Administrative Agent on behalf of the Lenders, and pertaining to
leases and subleases of space in each Project, together with all amendments,
modifications or supplements thereto.

                (23) "BANKRUPTCY PARTY" has the meaning set forth in SECTION
9.08 hereof.

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


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                (25) "BORROWER NET WORTH" means, with respect to the Borrowers,
as of any date of determination, the sum, as of such date, of (a) the value of
all real property assets owned, directly or indirectly, by the Borrowers
(including the Borrowers' interests in BPE and any other Persons which own real
property assets, directly or indirectly) other than the value represented in the
costs described in clause (c) below, where such value shall be determined by
capitalizing GAAP Net Operating Income using a rate of 9.5%, (b) all Cash and
Cash Equivalents held by the Borrowers, (c) the aggregate amount of all costs
actually incurred by the Borrowers for all construction work or capital repairs
made at any of the Projects and Non-Mortgaged Properties (excluding however, any
fees or payments made to any Affiliates of the Borrowers) and (d) the value of
the equity interests in BPP Retail, LLC indirectly owned by the Key Personnel;
LESS, the total outstanding Debt of the Borrowers and its Subsidiaries, in each
case as determined according to GAAP.

                (26) "BORROWER PARTY" means any Joinder Party, any Guarantor,
BPE, the P&V Owners, any general partner in Borrower, and any general partner in
any partnership that is a general partner in Borrower, at any level.

                (27) "BORROWERS' ACCOUNT" has the meaning set forth in SECTION
2.06 hereof.

                (28) "BORROWERS VALUE" means, as of any date of determination,
the sum, as of such date, of (a) the value of all real property assets owned,
directly or indirectly, by the Borrowers (including the Borrowers' interests in
BPE and any other Persons which own real property assets, directly or
indirectly) other than the value represented in the costs described in clause
(c) below, where such value shall be determined by capitalizing property GAAP
Net Operating Income using a rate of 9.5%, (b) all Cash and Cash Equivalents
held by the Borrowers, (c) the aggregate amount of all costs actually incurred
by the Borrowers for all construction work or capital repairs made at any of the
Projects and Non-Mortgaged Properties (excluding however, any fees or payments
made to any Affiliates of the Borrowers) and (d) the value of the equity
interests in BPP Retail, LLC indirectly owned by the Key Personnel.

                (29) "BPE" means Burnham Pacific Employees LLC, a Delaware
limited liability company.

                (30) "BPOP" means Burnham Pacific Operating Partnership, L.P., a
Delaware limited partnership.

                (31) "BPP RETAIL" means BPP Retail, LLC, a Delaware limited
liability company.

                (32) "BPPI" means Burnham Pacific Properties, Inc., a Maryland
corporation.

                (33) "BUDGET" has the meaning set forth in SCHEDULE 2.1 annexed
hereto.

                (34) "BUSINESS DAY" means (a) any day other than a Saturday, a
Sunday, or other day on which commercial banks located in the New York City are
authorized or required by law to remain closed and (b) in connection with a
borrowing of, a payment or prepayment of principal of or interest on, a
Conversion of or into, or an Interest Period for, a Eurodollar Loan or


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a notice by the Borrowers with respect to any such borrowing, payment,
prepayment or Conversion, the term "Business Day" shall also exclude a day on
which banks are not open for dealings in Dollar deposits in the London interbank
market.

                (35) "CAMERON" means BPP/Cameron Park, L.P., a California
Limited Partnership.

                (36) "CAPITAL IMPROVEMENT COSTS" means all costs incurred and
paid for by Borrowers in connection with replacements, renovations, capital
repairs, expansions made to and other capital expenditures incurred in
connection with any Project (including, without limitation, repairs to the
structural components, roofs, building systems, parking lots, lobby and common
area renovations, tenant improvement costs and allowances).

                (37) "CASH AND CASH EQUIVALENTS" means (a) cash, (b) marketable
direct obligations issued or unconditionally guaranteed by the United States
government and backed by the full faith and credit of the United States
government; and (c) domestic and Eurodollar certificates of deposit and time
deposits, bankers' acceptances and floating rate certificates of deposit issued
by any commercial bank organized under the laws of the United States, any state
thereof, the District of Columbia, any foreign bank, or its branches or agencies
(fully protected against currency fluctuations), which, at the time of
acquisition, are rated A-1 (or better) by Standard & Poor's Group, Inc. or P-1
(or better) by Moody's Investor Services, Inc.; PROVIDED, THAT, the maturities
of such Cash and Cash Equivalents shall not exceed one year.

                (38) "CASH ON CASH RETURN" means, as of the date of any
calculation, the ratio, expressed as a percentage, of (a) annualized Net
Operating Income, to (b) the outstanding principal balance of the Loans.

                (39) "CHASE LOAN FACILITY" means, collectively, that certain (a)
unsecured credit facility in the original maximum principal amount of
$270,000,000 made available to the JV Entities pursuant to that certain Credit
Agreement, dated as of June 14, 1999, among the JV Entities, as borrowers, The
Chase Manhattan Bank, as administrative agent for itself and on behalf of
certain financial institutions party thereto, The First National Bank of
Chicago, as syndication agent and Chase Securities Inc., as book manager and
sole arranger, and (b) secured credit facility in the original maximum principal
amount of $171,000,000 made available to BPP Retail pursuant to that certain
Credit Agreement, dated as of June 14, 1999, among BPP Retail, as borrower, The
Chase Manhattan Bank, as administrative agent for itself and on behalf of
certain financial institutions party thereto and Chase Securities Inc., as book
manager and sole arranger.

                (40) "CLOSING DATE" means the date hereof.

                (41) "CODE" means the Internal Revenue Code of 1986, as amended,
and any successor thereto, including all of the rules and regulations
promulgated thereunder.

                (42) "COMMITMENTS" means collectively, the Revolving Loan
Commitments and the Term Loan Commitments.


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                (43) "CONSOLIDATED EBITDA" means, with respect to the Borrowers
for any fiscal period, (a) the consolidated net income determined in accordance
with GAAP (excluding extraordinary or unusual and non-recurring items) of such
Person and its Subsidiaries for the applicable period PLUS (b) all Consolidated
Interest Expense, consolidated income tax expense, consolidated depreciation and
amortization (including amortization of any goodwill or other intangibles) for
the period, PLUS, to the extent deducted from income to determine consolidated
net income, BPPI preferred stock dividends and distributions paid by BPOP to its
limited partners. "Consolidated EBITDA" shall be measured as to the last four
(4) completed quarters on a trailing four (4) quarters basis.

                (44) "CONSOLIDATED FIXED CHARGES" means, with respect to the
Borrowers and its Subsidiaries, for any fiscal period, the sum of (a)
Consolidated Interest Expense, (b) the aggregate of all required scheduled
principal payments (other than balloon payments due at maturity) of the
Borrowers and its Subsidiaries with respect to the Debt of any of them for such
period determined on a consolidated basis in accordance with GAAP, and shown on
the Borrowers' quarterly financial statements, and (c) the aggregate of all
scheduled payments on the Borrowers' or any of its Subsidiaries' preferred stock
or any other type of preferred equity issued by such Person (including, without
limitation, any preferred distributions or dividends issued by BPOP), as
applicable.

                (45) "CONSOLIDATED INTEREST EXPENSE" means, for any fiscal
period, the total interest expense of the Borrowers for such period and shown on
the Borrowers' quarterly financial statements determined on a consolidated basis
in accordance with GAAP (excluding amortization of paid deferred costs,
discounts or premiums, if any, and including interest expense attributable to
capital leases in accordance with GAAP and all interest payments made by the
Borrowers under the Loan based on the Contract Rate).

                (46) "CONSOLIDATED LOAN TO VALUE RATIO" means with respect to
the Borrowers and its Subsidiaries, as of any date of determination, the ratio
expressed as a percentage of (a) the total Debt of the Borrowers and its
Subsidiaries (including all amounts outstanding under the Loans) to (b) the
Borrowers Value.

                (47) "CONTINUE" "CONTINUATION" and "CONTINUED" refer to the
continuation pursuant to SECTION 2.02 of a Eurodollar Loan from one Interest
Period to the next Interest Period for such Loan.

                (48) "CONTRACT RATE" has the meaning set forth in SECTION 2.02
hereof.

                (49) "CONTROL" means having (either directly or indirectly)
primary responsibility to make or veto all material decisions and day-to-day
management decisions with respect to the operation, management and disposition
of another Person's assets (including decisions regarding sales, acquisitions
and financings) rather than a beneficial ownership requirement, and without
being compromised by the fact that responsibility for day-to-day operating and
management functions or leasing activities as are ordinarily handled by a
property manager has been delegated by such controlling Person to a property
manager pursuant to an agreement in writing.


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                (50) "CONVERT" "CONVERSION" and "CONVERTED" refer to a
conversion pursuant to the terms of this Agreement of one Type of Loans into
another Type of Loans, which may be accompanied by the transfer by a Lender (at
its sole discretion) of a Loan from one Applicable Lending Office to another.

                (51) "DEBT" means, for any Person, without duplication: (a) all
indebtedness of such Person for borrowed money, for amounts drawn under a letter
of credit, or for the deferred purchase price of property for which such Person
or its assets is liable, (b) all amounts required to be paid by such Person as a
guaranteed payment to partners, members (or other equity holders) or a preferred
or special dividend, including any mandatory redemption of shares or interests
(except for any obligation owing to any partner or member of any Borrower
provided (i) such obligation is not secured by any of the Projects or any other
property or interests (other than partnership or membership interests held by
any partner or member of any Borrower) pledged to the Administrative Agent (on
behalf of the Lenders), (ii) such obligation is fully subordinated to payment of
the debt service and other payments due under the Loans, (iii) no payment shall
be made to such partner or member in respect of such obligation during the
occurrence and continuation of an Event of Default and (iv) such partner or
member shall be prohibited from exercising any remedial action against any
Borrower in connection with such obligation until the Loans have been paid in
full), (c) all indebtedness guaranteed by such Person, directly or indirectly,
(d) all obligations under leases that constitute capital leases for which such
Person is liable, and (e) all obligations of such Person under interest rate
swaps, caps, floors, collars and other interest hedge agreements, in each case
whether such Person is liable contingently or otherwise, as obligor, guarantor
or otherwise, or in respect of which obligations such Person otherwise assures a
creditor against loss.

                (52) "DEBT SERVICE" means the aggregate interest, fixed
principal (excluding balloon payments at maturity), and other payments due under
the Loan (excluding any payments for real estate taxes and any other revenues or
funds that are escrowed with the Administrative Agent) and on any other
outstanding permitted Debt relating to the Projects approved by the
Administrative Agent for the period of time for which calculated.

                (53) "DEBT SERVICE COVERAGE" means, for the period of time for
which calculation is being made, the ratio of Net Operating Income to Adjusted
Debt Service.

                (54) "DEFAULT RATE" means the lesser of (a) the maximum rate of
interest allowed by applicable law, and (b) five percent (5%) per annum in
excess of (i) with respect to Alternate Base Rate Loans, the Alternate Base Rate
as in effect from time to time or (ii) with respect to Eurodollar Loans, the
respective Contract Rate, for such Eurodollar Loan.

                (55) "DOLLARS" and "$" means lawful money of the United States
of America.

                (56) "ENVIRONMENTAL LAWS" has the meaning assigned in ARTICLE 4.

                (57) "EQUITY OFFERINGS" means any direct or indirect public
offering, private placement, issuance or sale of (a) any debt or equity
securities of BPPI, or any of its Subsidiaries or Affiliates, (b) any securities
convertible for or exchangeable into any debt or equity securities


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of BPPI, or any of its Subsidiaries or Affiliates or (c) any derivatives or
equivalents of debt or equity securities of BPPI, or any of its Subsidiaries or
Affiliates.

                (58) "EURODOLLAR LOANS" means Loans that bear interest at rates
based on rates referred to in the definition of "Libor Base Rate".

                (59) "EVENT OF DEFAULT" has the meaning assigned in ARTICLE 9
hereof.

                (60) "EXCHANGE ACT" means the United States Securities Exchange
Act of 1934, as amended.

                (61) "FEDERAL FUNDS RATE" means, for any day, the rate per annum
(rounded upwards, if necessary, to the nearest 1/16 of 1%) equal to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as
published by the Federal Reserve Bank of New York on the Business Day next
succeeding such day, PROVIDED that (a) if the day for which such rate is to be
determined is not a Business Day, the Federal Funds Rate for such day shall be
such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day and (b) if such rate is not so
published for any Business Day, the Federal Funds Rate for such Business Day
shall be the average rate charged to Bankers Trust Company on such Business Day
on such transactions as determined by the Administrative Agent, or such other
commercial bank as selected by the Administrative Agent.

                (62) "FIXED CHARGE COVERAGE RATIO" means, as of the date of any
calculation, the ratio of (a) Consolidated EBITDA to (b) Consolidated Fixed
Charges for the corresponding period.

                (63) "FREMONT ADDITIONAL ADVANCE" means, subject to the terms
and provisions of this Agreement, an Additional Advance of the Term Loan to be
used to pay or reimburse the Borrowers for the costs of making certain
replacements, renovations, capital repairs, expansions made to and other capital
expenditures incurred in connection with the Fremont Project, as more
particularly described on SCHEDULE 5 annexed hereto.

                (64) "FREMONT CONSTRUCTION WORK" has the meaning set forth in
SECTION 2.01(6) hereof.

                (65) "FREMONT PROJECT" means the Project commonly known as the
Fremont Hub Shopping Center located at 39005-39400 Argonaut Way, Fremont,
California.

                (66) "FUNDING BORROWER" has the meaning set forth in SECTION
14.01 hereof.

                (67) "GAAP" means generally accepted accounting principles in
the United States of America, consistently applied.

                (68) "GAAP NET OPERATING INCOME" means with respect to any
period, the amount by which GAAP Operating Revenues exceed GAAP Operating
Expenses. "GAAP Net


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Operating Income" shall be measured as to the last four (4) completed quarters
on a trailing four (4) quarter basis.

                (69) "GAAP OPERATING EXPENSES" means, with respect to any
period, all Operating Expenses for such period, as determined in accordance with
GAAP.

                (70) "GAAP OPERATING REVENUES" means, with respect to any
period, all Operating Revenues for such period, as determined in accordance with
GAAP.

                (71) "GECC" means General Electric Capital Corporation, a New
York corporation or its successor and/or assign.

                (72) "GUARANTOR" and "GUARANTORS" means individually, or
collectively, BPPI, BPE and BPAC Texas, Inc.

                (73) "GUARANTY" means the instruments of guaranty, if any, now
or hereafter in effect from a Guarantor to the Administrative Agent (on behalf
of the Lenders) guaranteeing the obligations of the Borrowers under the Loans
and the Loan Documents.

                (74) "HAZARDOUS MATERIALS" has the meaning set forth in ARTICLE
4 hereof.

                (75) "HAZARDOUS MATERIALS INDEMNITY" means that certain
Hazardous Materials Indemnity Agreement, executed by BPPI and the Borrowers in
favor of the Administrative Agent and the Lenders in form and substance
satisfactory to the Administrative Agent.

                (76) "IMMEDIATE REPAIRS" has the meaning set forth in SECTION
2.09 hereof.

                (77) "IMMEDIATE REPAIRS RESERVE" has the meaning set forth in
SECTION 2.09 hereof.

                (78) "INITIAL ADVANCE" has the meaning set forth in SECTION
2.01(2) hereof.

                (79) "INITIAL ADVANCE AMOUNT" means $169,000,000.

                (80) "INTEREST COVERAGE RATIO" means, as of the date of any
calculation, the ratio of (a) Consolidated EBITDA to (b) Consolidated Interest
Expense for the corresponding period.

                (81) "INTEREST PERIOD" means, for any Eurodollar Loan, each
period commencing on the date such Eurodollar Loan is made or Converted from a
Loan of another Type or (in the event of a Continuation) the last day of the
next preceding Interest Period for such Loan, and ending on the first Business
Day of the next calendar month; PROVIDED that, if any Interest Period would
otherwise end after the Maturity Date, such Loan shall not be Continued as, or
Converted into, a Eurodollar Loan and shall bear interest at the Alternate Base
Rate until Converted or repaid in accordance with this Agreement. In no event
may any Borrower have more than one Interest Period in respect of Eurodollar
Loans from all Lenders outstanding at any


                                       9
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one time and to the extent any Loan does not qualify for such Interest Period,
such Loan shall bear interest at the Alternative Base Rate.

                (82) "INTEREST RATE PROTECTION AGREEMENT" means an interest rate
swap agreement or agreements or other interest rate protection product or
products entered into on or prior to the date hereof, between the Borrowers
and/or BPPI and a counterparty or counterparties reasonably acceptable to the
Administrative Agent (on behalf of the Lenders) with respect to the Loans, in
form and content satisfactory to the Administrative Agent (on behalf of the
Lenders) in all respects, together with all amendments, modifications or
supplements thereto.

                (83) "INVESTMENT" means, with respect to any Person, (a) any
direct or indirect purchase or other acquisition by that Person of stock or
securities, or any beneficial interest in stock or other securities, of any
other Person, any partnership interest (whether general or limited) in any other
Person, or all or any substantial part of the business or assets of any other
Person, and (b) any direct or indirect loan, advance or capital contribution by
that Person to any other Person, including all indebtedness and accounts
receivable from that other Person that are not current assets or did not arise
from sales to that other Person in the ordinary course of business. The amount
of any Investment shall be the original cost of such Investment, plus the cost
of all additions thereto, without any adjustments for increases or decreases in
value, or write-ups, write-downs or write-offs with respect to such Investment.

                (84) "JOINDER PARTY" means the Persons, if any, now or hereafter
executing the Joinder hereto.

                (85) "JV BOOK VALUE" means, the sum of (a) the value of all real
property assets owned directly by BPP Retail, (b) all Cash and Cash Equivalents
held by BPP Retail, (c) the aggregate amount of all costs actually incurred by
BPP Retail for all construction work or capital repairs made at any of the JV
Properties owned by it, and (d) the value of the equity interests in any Person
owned by BPP Retail, in each case, as determined by the Administrative Agent in
its sole discretion provided, however, that such determination shall be
consistent with, and similar in substance to, the determination of JV Book Value
as of the date of this Agreement.

                (86) "JV ENTITIES" means, collectively, BPP Retail and BPAC
Texas, L.P.

                (87) "JV PLEDGE AGREEMENT" means, collectively, (a) the pledge
and security agreement, executed by BPE and BPAC Texas, Inc. in favor of the
Administrative Agent (on behalf of the Lenders) with respect to its right to
receive certain distributions and assets made by the JV Entities and (b) the
pledge and security agreement, executed by BPOP and the Key Personnel in favor
of the Administrative Agent (on behalf of the Lenders) with respect to their
respective membership interests in BPE and the right to receive certain
distributions made by BPE, each, in form and substance satisfactory to the
Administrative Agent in its sole discretion.

                (88) "JV PROPERTIES" means, collectively, all of the shopping
center or community center properties owned by the JV Entities as more
particularly described on EXHIBIT A-2 annexed hereto.


                                       10
<PAGE>


                (89) "KEY PERSONNEL" means, collectively, J. David Martin,
Daniel B. Platt, Joseph W. Byrne, James W. Gaube and Scott C. Verges.

                (90) "LA MANCHA LEASE ACQUISITION" means, subject to the terms
and conditions of this Agreement, the acquisition by BPOP (or, an Affiliate of
BPOP provided that such Affiliate becomes a Joinder Party) of the leasehold
estate currently held by Ballard, Wimer, Brockett & Edwards under that certain
Lease Agreement, dated May 5, 1974, covering the Project known as the La Mancha
Shopping Center located in Fullerton, California (or, the termination of such
lease agreement and the execution of direct leases between BPOP (or, an
Affiliate of BPOP provided that such Affiliate becomes a Joinder Party), and the
current subtenants at such Project) in each case, subject to the review and
approval of the Administrative Agent (on behalf of the Lenders) in its sole
discretion.

                (91) "LEASEHOLD PROPERTY LEASE IMPAIRMENT" means any of the
following actions caused, suffered or permitted to occur by any Borrower with
respect to a Leasehold Property Lease, unless such actions are approved by the
Administrative Agent (or behalf of the Lenders) in its sole discretion: (i) any
termination, cancellation or surrender (in each case in whole or in part and
whether or not pursuant to an express right contained in the Leasehold Property
Lease); (ii) any modification, amendment, supplementation, or other change
materially and adversely affecting such Leasehold Property Lease; (iii) any
subordination, or consent to the subordination of, such Leasehold Property Lease
to any mortgage or other Lien encumbering (or that may in the future encumber)
the estate of the lessor under the Leasehold Property Lease in any premise(s)
demised to such Borrower under a Leasehold Property Lease (other than a
subordination or consent to subordination expressly required by the terms of the
Leasehold Property Lease); or (iv) such Borrower's delivery of any notice to any
lessor under a Leasehold Property Lease that impairs or may impair, or purports
to limit the exercise of, the Administrative Agent's (on behalf of the Lenders)
rights and remedies under the related Mortgage or the applicable Leasehold
Property Lease, whether caused by such Borrower or suffered or permitted to
occur by such Borrower.

                (92) "LEASEHOLD PROPERTY LEASES" means each of the leases
described on EXHIBIT F between the lessor described therein and one of the
Borrowers, as lessee, as the same may be supplemented, amended, modified,
renewed or extended.

                (93) "LEASEHOLD PROPERTY RENT" means any and all payments
required of a Borrower under a Leasehold Property Lease, including base rent,
fixed rent, additional rent, and any other payments, sums or charges payable or
required to be paid, whether to the lessor or to a third party, under a
Leasehold Property Lease.

                (94) "LEASES" means all written rights to use or occupy any
portion of any Project in which any Borrower (or any Subsidiary of a Borrower)
is the lessor or sublessor.

                (95) "LEVERAGE RATIO" means, as of the date of any calculation,
the ratio of (a) total Debt of the Borrowers to (b) Consolidated EBITDA.

                (96) "LIBOR BASE RATE" means, for any Interest Period for any
Eurodollar Loan, the rate per annum appearing on Page 3750 of the Dow Jones
Markets (Telerate) Service


                                       11
<PAGE>


(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 Business Days prior to the
first day of such Interest Period as the rate for the offering of Dollar
deposits having a term comparable to such Interest Period, PROVIDED that if such
rate does not appear on such page, or if such page shall cease to be publicly
available, or if the information contained on such page, in the reasonable
judgment of the Administrative Agent shall cease accurately to reflect the rate
offered by leading banks in the London interbank market as reported by any
publicly available source of similar market data selected by the Administrative
Agent, the Libor Base Rate for such Interest Period shall be determined from
such substitute financial reporting service as the Administrative Agent in its
discretion shall determine.

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

                (98) "LOAN" or "LOANS" means the loan or loans, as the context
requires, to be made by the Lenders to the Borrowers under this Agreement as
evidenced by the Term Loan Notes and the Revolving Loan Notes and all other
amounts secured by the Loan Documents.

                (99) "LOAN DOCUMENTS" means: (a) this Agreement, (b) the Notes,
(c) the Assignment of Contracts, (d) the Mortgages, (e) the Assignments of Rents
and Leases, (f) Uniform Commercial Code financing statements, (g) the Manager
Subordination Agreement, (h) the Account Pledge, (i) the JV Pledge Agreement,
(j) the P&V Property Pledge Agreement, (k) the Hazardous Materials Indemnity,
(l) the Lockbox Agreement and (m) all other documents evidencing, securing,
governing or otherwise pertaining to the Loans now or hereafter executed by any
Borrower or any of its Affiliates (excluding, however, any Guaranty) and (n) all
amendments, modifications, renewals, substitutions and replacements of any of
the foregoing.

                (100) "LOCKBOX" has the meaning set forth in SECTION 2.06
hereof.

                (101) "LOCKBOX ACCOUNT" has the meaning set forth in SECTION
2.06 hereof.

                (102) "LOCKBOX AGREEMENT" means that certain Lockbox Agreement,
dated of even date herewith executed by the Borrowers, the Administrative Agent
(on behalf of the Lenders) and Lockbox Bank, together with all amendments,
modifications or supplements thereto.

                (103) "LOCKBOX BANK" means a bank or other financial institution
which shall have a long term unsecured debt rating of at least "AA-" from
Standard & Poor's Ratings Group,


                                       12
<PAGE>


a division of McGraw-Hill, Inc., or "Aa3" from Moody's Investors Services, Inc.,
or shall otherwise be approved by the Administrative Agent (on behalf of the
Lenders), PROVIDED, HOWEVER, that the Administrative Agent agrees that Bank of
America, National Association and Union Bank of California, N.A., may serve as
the Lockbox Bank.

                (104) "MAJORITY LENDERS" means Lenders holding a certain
percentage of the aggregate outstanding principal amount of the Term Loans or,
if the Term Loans shall not have been made, a certain percentage of all the
Commitments.

                (105) "MANAGEMENT AGREEMENT" means, collectively, those certain
management agreements executed between any Borrower and the applicable Manager
relating to the day-to-day operation and management of the Projects, together
with any management agreements entered into with future Managers in accordance
with the terms of this Agreement.

                (106) "MANAGER" means, collectively, the property managers
listed on SCHEDULE 4 annexed hereto, or their successors and/or assigns as may
be permitted hereunder or as may be approved by the Administrative Agent (on
behalf of the Lenders), such approval not to be unreasonably withheld, delayed
or conditioned.

                (107) "MANAGER SUBORDINATION AGREEMENT" means collectively, the
Property Manager's Consent and Subordination of Management Agreements, dated as
of the date hereof, among any Borrower, the relevant Manager and the
Administrative Agent (on behalf of the Lenders), together with all amendments,
modifications and supplements thereto.

                (108) "MATURITY DATE" means the earlier of (a) December 1, 2000,
or (b) any earlier date on which all of the Loans are required to be paid in
full, by acceleration or otherwise, under this Agreement or any of the other
Loan Documents.

                (109) "MAXIMUM LOAN AMOUNT" means $202,800,000.

                (110) "MINIMUM RELEASE PRICE" means, with respect to any Project
that is the subject of a Partial Release, the greater of (a) one hundred
twenty-five percent (125%) of the Allocated Loan Amount for such Project and (b)
90% of the Net Sales Proceeds thereof.

                (111) "MORTGAGES" means, collectively, the Deeds of Trust,
Leasehold Deeds of Trust, Security Agreement and Fixture Filing, Security
Agreement and Fixture Filing, or Mortgages, Security Agreement and Fixture
Filing, or Leasehold Mortgages, Security Agreement and Fixture Filing, executed
by the applicable Borrower in favor of the Administrative Agent (on behalf of
the Lenders), and constituting Lien encumbering such Borrower's fee or leasehold
estate, as the case may be, in one or more Projects, together with all
amendments, modifications and supplements thereto.

                (112) "NET OPERATING INCOME" means with respect to any period,
the amount by which Adjusted Operating Revenues exceed Adjusted Operating
Expenses. "Net Operating Income" shall be measured as to the last four (4)
completed quarters on a trailing four (4) quarter basis.


                                       13
<PAGE>


                (113) "NET SALES PROCEEDS" means the sum of the proceeds of any
arms-length bona fide sale of any Project to any third party plus the value of
any management services or other agreement retained by the Borrowers or any of
their Affiliates (but only to the extent the consideration payable to the
Borrowers or their Affiliates under such agreements exceeds market rates) as
determined and approved by the Administrative Agent (on behalf of the Lenders),
LESS, any reasonable normal and customary third-party costs and expenses related
to such sale (including, any customary sales commissions, brokerage fees and
closing costs) as approved by the Administrative Agent in its reasonable
discretion. Any capital gains tax related to the sale of a Project shall not be
deducted in calculating Net Sales Proceeds.

                (114) "NEW LEASEHOLD PROPERTY LEASE" means, after the
termination or expiration of any Leasehold Property Lease, any new, replacement
or substitute Leasehold Property Lease issued to or obtained by the
Administrative Agent (on behalf of the Lenders) or its designee with respect to
or in place of the terminated Leasehold Property Lease, whether pursuant to any
provision of the terminated Leasehold Property Lease or otherwise.

                (115) "NON-MORTGAGED PROPERTIES" means, collectively, all of the
shopping center or community centers owned by the Borrowers which are not
subject to any Mortgages.

                (116) "NON-MORTGAGED PROPERTIES NET SALES PROCEEDS" means, the
sum of the proceeds of any arms-length bona fide sale of any of the
Non-Mortgaged Properties to any third party, LESS, the sum of (a) any reasonable
normal and customary third-party costs and expenses related to such sale
(including, any customary sales commissions, brokerage fees and closing costs)
as approved by the Administrative Agent in its reasonable discretion, and (b)
any outstanding Debt encumbering such Non-Mortgaged Properties.

                (117) "NOTES" means collectively, the Revolving Loan Notes and
the Term Loan Notes, as the same may hereafter be consolidated, severed,
modified, amended or extended from time to time.

                (118) "NOTICE OF ADDITIONAL ADVANCE" means a notice,
substantially in the form of EXHIBIT E attached hereto, which Borrowers shall
deliver to the Administrative Agent in connection with each requested Additional
Advance and which shall specify the requested date, type and amount of such
Additional Advance.

                (119) "OPERATING EXPENSES" means, for any period of calculation,
all reasonable and necessary expenses of operating a Project in the ordinary
course of business which are paid in cash by Borrower and which are directly
associated with and fairly allocable to such Project for the applicable period,
including, without limitation, ad valorem real estate taxes and assessments,
insurance premiums, regularly scheduled tax impounds paid to the Administrative
Agent (if applicable), maintenance costs, rent under any ground leases,
management fees and costs not to exceed four percent (4%) of Operating Revenues,
accounting, legal, and other professional fees, fees relating to environmental
and Net Operating Income audits, and other expenses incurred by the
Administrative Agent and reimbursed by any Borrower under this Agreement and the
other Loan Documents, deposits to any capital replacement reserves required by
the Administrative Agent, wages, salaries, and personnel expenses, but excluding
Debt Service, capital expenditures (determined in accordance with


                                       14
<PAGE>


GAAP), any of the foregoing expenses which are paid from deposits to cash
reserves previously included as Operating Expenses, any payment or expense for
which any Borrower was or is to be reimbursed from proceeds of the Loan or
insurance or by any third party, and any non-cash charges such as depreciation
and amortization. Any management fee or other expense payable to any Borrower or
to an Affiliate of any Borrower shall be included as an Operating Expense only
with the Administrative Agent's prior approval. Operating Expenses shall not
include federal, state or local income taxes or legal and other professional
fees unrelated to the operation of any of the Projects.

                (120) "OPERATING REVENUES" means, for any period of calculation,
all cash receipts of a Borrower from the operation of a Project or otherwise
arising in respect of a Project after the date hereof which are properly
allocable to such Project for the applicable period, including receipts from
leases and parking agreements, concession fees and charges and other
miscellaneous operating revenues, proceeds from rental or business interruption
insurance, proceeds of any loans (other than the Loans and any refinancing of
the Loans) obtained by any Borrower after the date hereof which are secured by
any Project (less only reasonable and customary expenses incurred in procuring
and closing such loan and actually paid in cash to individuals or entities other
than any Borrower or any Affiliate of any Borrower and without implying any
consent of the Administrative Agent or any Lender to the granting of any
security for such loans), withdrawals from cash reserves (except to the extent
any operating expenses paid therewith are excluded from Operating Expenses), but
excluding security deposits and earnest money deposits until they are forfeited
by the depositor, advance rentals until they are earned, and proceeds from a
sale or other disposition of any Project or other assets of any Borrower. The
term "Operating Revenues" shall also not include any casualty or condemnation
proceeds or awards nor any amounts funded from the Loans and any reimbursements
from third parties for items which are not included or includible in the
definition of "Operating Expenses".

                (121) "P&V NET SALES PROCEEDS" means the sum of BPOP's and
BPPI's, direct or indirect interest in the proceeds of any arms-length bona fide
sale of the P&V Sale Properties to any third party plus the value of any
management services or other agreement retained by Borrowers or their Affiliates
(but only to the extent the consolidation payable to the Borrowers or their
Affiliates under such agreements exceeds market rates) as determined and
approved by the Administrative Agent (on behalf of the Lenders) in its
reasonable discretion, LESS, the sum of (a) of any reasonable normal and
customary third-party costs and expenses related to such sale (including, any
customary sales commissions, brokerage fees and closing costs) as approved by
the Administrative Agent and (b) any outstanding Debt encumbering such P&V Sale
Properties in an amount not to exceed the principal amount of Debt outstanding
as of the Closing Date.

                (122) "P&V OWNERS" means the owners of the P&V Sale Properties.

                (123) "P&V PROPERTY PLEDGE AGREEMENT" means that certain pledge
and security agreement in the form attached hereto as EXHIBIT G to be executed
by BPOP and BPPI in favor of the Administrative Agent (on behalf of the Lenders)
with respect to (a) their direct or indirect, as the case may be, ownership
interest in BPP/Puente Hills, L.L.C., and BPP/Valley Central, L.P. (or, to the
extent the encumbering of such ownership interests is prohibited, the


                                       15
<PAGE>


right to receive, directly or indirectly, distributions payable on account of
such ownership interests) and (b) the right to receive the P&V Net Sales
Proceeds.

                (124) "P&V SALE PROPERTIES" means, collectively, the shopping
center properties owned by Affiliates of the Borrowers commonly known as (a) the
Plaza at Puente Hills and located in Puente Hills, California and (b) the Valley
Central Shopping Center and located in Lancaster, California.

                (125) "PARTIAL RELEASE" has the meaning set forth in SECTION
2.04(A) hereof.

                (126) "PARTIAL RELEASE NOTICE" has the meaning set forth in
SECTION 2.04(A)(3) hereof.

                (127) "PARTICIPANT" has the meaning assigned in SECTION
11.24(3).

                (128) "PAYMENT DATE" has the meaning set forth in SECTION
2.03(1) hereof.

                (129) "PAYOR" has the meaning assigned in SECTION 2.07(3).

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

                (131) "PORTFOLIO LTV" means, as of any date of determination,
the ratio, expressed as a percentage, of (a) the outstanding principal balance
of the Loans as of such date to (b) the value of the Projects as of such date,
as determined by the Administrative Agent (on behalf of the Lenders) in
accordance with the Administrative Agent's customary underwriting practices in
effect at the time of such determination for assets of a similar nature to the
Projects.

                (132) "POTENTIAL DEFAULT" means the occurrence of any event or
condition which, with the giving of notice, the passage of time, or both, would
constitute an Event of Default.

                (133) "PRIME RATE" means the highest prime rate (or base rate)
reported in the Money Rates column or section of THE WALL STREET JOURNAL as the
rate in effect for corporate loans at large U.S. money center commercial banks
(whether or not such rate has actually been charged by any such bank) from time
to time. If THE WALL STREET JOURNAL ceases publication of the Prime Rate, the
"Prime Rate" shall mean the prime rate (or base rate) announced by Bankers Trust
Company, New York, New York (whether or not such rate has actually been charged
by such bank). If such bank discontinues the practice of announcing the Prime
Rate, the "Prime Rate" shall mean the prime or base rate charged by a large
United States commercial bank selected by the Administrative Agent to its most
creditworthy large corporate borrowers.

                (134) "PROJECTS" means, collectively, all shopping center or
community center properties and all related facilities, amenities, fixtures and
personal property owned by each Borrower and any improvements now or hereafter
located on the real property described on


                                       16
<PAGE>


EXHIBIT A-1 annexed hereto. To the extent that the Administrative Agent (on
behalf of the Lenders) releases any Project(s) from the Lien of the applicable
Mortgage, the term "Projects" shall be deemed redefined to exclude the
Project(s) so released.

                (135) "PROPOSED LENDER" has the meaning assigned in SECTION
2.08(7).

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

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

                (138) "REIT" means a real estate investment trust within the
meaning of Section 856 of the Code.

                (139) "REIT NET CASH FLOW TEST" means, a test which shall be
satisfied if, as of the date of this Agreement, the excess net cash flow (i.e.,
net cash flow in excess of debt service and operating expenses during such
period) received by BPPI from the real properties owned, directly or indirectly
and in whole or in part, by it (other than the Projects) and from direct or
indirect distributions from BPP Retail (including BPPI's share of undistributed
amounts which are available for distribution and within the sole discretion of
BPE to distribute) is at least equal to $30,000,000, as calculated and
determined by the Administrative Agent in its sole discretion.

                (140) "REIT NET WORTH TEST" means, a test which shall be
satisfied if the consolidated tangible net worth of BPPI determined in
accordance with GAAP is at least equal to $400,000,000.

                (141) "RELEASE AMOUNT" has the meaning set forth in SECTION
2.04(A)(5) hereof.

                (142) "REQUESTING LENDER" has the meaning assigned in SECTION
2.08(7) hereof.

                (143) "REQUIRED PAYMENT" has the meaning assigned in SECTION
2.07(3) hereof.

                (144) "REQUIRED RELEASE PAYDOWN AMOUNT" means the portion of the
Minimum Release Price in excess of the initial Allocated Loan Amount for a
Project that is the subject of a Partial Release.

                (145) "RESERVE REQUIREMENT" means, for any Interest Period for
any Eurodollar Loan, the average maximum rate at which reserves (including,
without limitation, any marginal, supplemental or emergency reserves) are
required to be maintained during such Interest Period


                                       17
<PAGE>


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

                (146) "REVOLVING LOAN" means a revolving loan made by the
Lenders to the Borrowers pursuant to SECTION 2.01 hereof.

                (147) "REVOLVING LOAN COMMITMENT" means, as to each Lender
listed on SCHEDULE 1 annex hereto, the obligation of such Lender to make a
Revolving Loan in a principal amount up to but not exceeding the amount set
opposite the name of such Lender on SCHEDULE 1 under the caption "Revolving Loan
Commitment" or, in the case of a Person that becomes a Lender pursuant to an
assignment permitted under SECTION 11.24(2), as specified in the respective
instrument of assignment pursuant to which such assignment is effected. The
initial aggregate amount of the Revolving Loan Commitments is $20,000,000.

                (148) "REVOLVING LOAN NOTE" means the promissory note(s), of
even date herewith as provided for in SECTION 2.01(5) evidencing the Revolving
Loan and all promissory notes delivered in substitution or exchange therefor, in
each case, as the same may be consolidated, severed, modified, amended or
extended from time to time.

                (149) "RILEY" means BPP/Riley, L.P., a California limited
partnership.

                (150) "SETTLEMENT STATEMENT" means the settlement statement
attached as EXHIBIT B showing total costs relating to the subject transaction
and use of the Initial Advance of the Loan (including, any escrows required to
be funded hereunder, third party costs and expenses and interest for any "stub"
period).

                (151) "SINGLE PURPOSE ENTITY" shall mean a Person (other than an
individual, a government, or any agency or political subdivision thereof), which
exists solely for the purpose of owning a Project (or group of Projects) and
matters relating thereto, conducts business only in its own name, does not
engage in any business or have any assets unrelated to such Project (or group of
Projects), does not have any indebtedness other than as permitted by this
Agreement (including, trade payables in the ordinary course of business) has its
own separate books, records, and accounts (with no commingling of assets), holds
itself out as being a Person separate and apart from any other Person, and
observes corporate and partnership formalities independent of any other entity
provided, however, that any such Person which is a Borrower shall not be
required to be a Single Purpose Entity with respect to and separate and apart
from any other Borrower, and may be consolidated with any other Borrower for all
purposes, including, without limitation, accounting and financial reporting
purposes.

                (152) "SITE ASSESSMENT" means, collectively, those an
environmental engineering reports for each of the Projects prepared by an
engineer engaged by the


                                       18
<PAGE>


Administrative Agent at Borrowers' expense, and in a manner satisfactory to the
Administrative Agent, based upon an investigation relating to and making
appropriate inquiries concerning the existence of Hazardous Materials on or
about any of the Projects, and the past or present discharge, disposal, release
or escape of any such substances, all consistent with good customary and
commercial practice.

                (153) "STATE" means the State of New York.

                (154) "SUBSIDIARIES" of a Person means any corporations,
partnerships, limited liability companies or other entities (a) in which that
Person directly or indirectly owns or controls shares of stock or other
ownership interests having ordinary voting power to elect a majority of the
board of directors or other governing body of any such entity or (b) of which
that Person is a general partner or a managing member or which that Person
otherwise controls, directly or indirectly, whether through the ownership of
voting securities, by contract or otherwise provided, in the case of clauses (a)
and (b), that such person would be consolidated with such corporation,
partnership, limited liability company or other entity according to GAAP.

                (155) "SURVEY" means, with respect to each Project, an ALTA
Survey of such Project prepared by a registered independent surveyor and
otherwise in form and content satisfactory to the Administrative Agent and the
Title Company and in accordance with the provisions of SCHEDULE 2.1 hereof.

                (156) "TENANTS" has the meaning set forth in SECTION 2.06
hereof.

                (157) "TERM" has the meaning set forth in SECTION 2.01(6)
hereof.

                (158) "TERM LOAN" means a term loan made by the Lenders to the
Borrowers pursuant to SECTION 2.01 hereof.

                (159) "TERM LOAN COMMITMENT" means, as to each Lender, listed on
SCHEDULE 1 annex hereto, the obligation of such Lender to make a Term Loan in a
principal amount up to but not exceeding the amount set opposite the name of
such Lender on SCHEDULE 1 under the caption "Term Loan Commitment" or, in the
case of a Person that becomes a Lender pursuant to an assignment permitted under
SECTION 11.24(2), as specified in the respective instrument of assignment
pursuant to which such assignment is effected. The initial aggregate principal
amount of the Term Loan Commitments is $182,800,000.

                (160) "TERM LOAN NOTE" means the promissory note(s) of even date
herewith as provided for in SECTION 2.01(5) evidencing the Term Loan and all
promissory notes delivered in substitution or exchange therefor, in each case,
as the same may be consolidated, severed, modified, amended or extended from
time to time.

                (161) "TITLE COMPANY" means Chicago Title Insurance Company or
such other title insurance companies as are acceptable to the Administrative
Agent (on behalf of the Lenders).


                                       19
<PAGE>


                (162) "TITLE POLICY" means with respect to each Project, an ALTA
mortgagee's title insurance policy as more particularly described in Part A of
SCHEDULE 2.1 attached hereto.

                (163) "TOTAL LIABILITIES" means with respect to any Person, all
Debt of such Person.

                (164) "TYPE" has the meaning set forth in SECTION 1.02 hereof.

                (165) "UNUSED LINE FEE" has the meaning set forth in SECTION
2.01(6) hereof.

                (166) "YEAR 2000 PROBLEM" has the meaning set forth in SECTION
6.15 hereof.

         Section 1.02 TYPES OF LOANS. Loans hereunder are distinguished by
"Type." The "Type" of a Loan refers to whether such Loan is an Alternate Base
Rate Loan or a Eurodollar Loan, each of which constitutes a Type.

                                    ARTICLE 2
                                   LOAN TERMS

         Section 2.01 THE COMMITMENTS, LOANS AND NOTES.

                (1) THE LOANS. Each Lender severally agrees, on the terms and
conditions of this Agreement, to make a Term Loan to the Borrowers in Dollars in
a principal amount up to but not exceeding the amount of the Term Loan
Commitment of such Lender. The Term Loans in the maximum aggregate principal
amount of One Hundred Eighty-Two Million Eight Hundred Thousand and No/100
Dollars ($182,800,000) shall be funded in one or more advances and repaid in
accordance with this Agreement. Subject to the terms and provisions of this
Agreement, the proceeds of the Term Loans shall be used by the Borrowers to (a)
pay amounts outstanding under the existing credit facility held by Nomura Asset
Capital Corporation, Inc. encumbering the Projects (which amounts to be paid on
such facility shall not exceed $160,000,000 of the amounts payable thereunder),
(b) reimburse the Borrowers for Capital Improvement Costs incurred to date with
respect to the Fremont Project in an amount not to exceed $9,000,000 in the
aggregate, (c) fund the Fremont Additional Advance, and (c) fund the La Mancha
Lease Acquisition. No amounts borrowed under the Term Loan may be reborrowed by
the Borrowers once repaid. In addition, each Lender severally agrees, on the
terms and conditions of this Agreement, to make a Revolving Loan to the
Borrowers in Dollars in a principal outstanding amount, from time to time, up to
but not exceeding the amount of the Revolving Loan Commitment of such Lenders.
The Revolving Loans in the maximum aggregate outstanding principal amount of
Twenty Million and No/100 Dollars ($20,000,000) shall be funded in one or more
Advances and repaid in accordance with this Agreement, subject to Part E of
Schedule 2.1. The proceeds of the Revolving Loans may only be used by the
Borrowers for general working capital purposes. The Borrowers may, from time to
time, borrow, repay and reborrow Revolving Loans. All Advances of the Loans
shall be made only upon the Borrowers' satisfaction of its obligations
hereunder, including, without limitation, the conditions for Advances described
in SCHEDULE 2.1.


                                       20
<PAGE>


                (2) INITIAL ADVANCE. Provided the Borrowers have satisfied all
of the terms and conditions described in Part A of SCHEDULE 2.1 annexed hereto,
the Lenders shall disburse the Initial Advance (the "INITIAL ADVANCE") of the
Term Loan in the amount of the Initial Advance Amount on the Closing Date as
follows:

                (a) An amount equal to interest to accrue at the Contract Rate
from the Closing Date to the first Business Day of the next succeeding month,
plus all other sums owing to the Lenders and Administrative Agent described in
Part A of SCHEDULE 2.1 attached hereto, shall be disbursed to the Lenders and
the Administrative Agent in payment of such sums.

                (b) The amount specified in Administrative Agent's escrow and
recording instructions shall be disbursed by wire transfer to the Title Company
for credit to the escrow(s) (including, the Immediate Repair Reserve)
established to consummate the Initial Advance closing.

                (c) The balance of the Initial Advance, if any, shall be
disbursed by wire transfer to the Borrowers (or as otherwise directed by the
Borrowers).

                (3) LENDING OFFICES. The Loans of each Lender shall be made and
maintained at such Lender's Applicable Lending Office for Loans of such Type.

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

                (5) NOTES.

                (a) LOAN NOTES. The Term Loans made by each Lender shall be
evidenced by a single promissory note of the Borrowers substantially in the form
of EXHIBIT C-1, payable to such Lender in a principal amount equal to the amount
of its Term Loan Commitment as originally in effect and otherwise duly
completed. The Revolving Loan made by each Lender shall be evidenced by a single
promissory note of the Borrowers substantially in the form of EXHIBIT C-2,
payable to such Lender in a principal amount equal to the amount of its
Revolving Loan Commitment as originally in effect and otherwise duly completed.

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

                (c) SUBSTITUTION, EXCHANGE AND SUBDIVISION OF NOTES. No Lender
shall be entitled to have its Note substituted or exchanged for any reason, or
subdivided for promissory


                                       21
<PAGE>


notes of lesser denominations, except in connection with a permitted assignment
of all or any portion of such Lender's Commitment, Loans and Note pursuant to
SECTION 11.24 (and, if requested by any Lender, the Borrowers agree to so
substitute or exchange any Note and enter into note splitter agreements in
connection therewith).

                (d) LOSS, THEFT, DESTRUCTION OR MUTILATION OF NOTES. In the
event of the loss, theft or destruction of any Note, upon the Borrowers' receipt
of a reasonably satisfactory indemnification agreement executed in favor of the
Borrowers 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
Borrowers, the Borrowers shall execute and deliver to such holder a new
replacement Note in lieu of the lost, stolen, destroyed or mutilated Note.

                (6) ADDITIONAL ADVANCES. The Lenders shall make one or more
Additional Advances to the Borrowers, subject to and in accordance with the
following terms and conditions:

                (a) The Borrowers shall have satisfied the terms and conditions
set forth in Part B, and (i) with respect to the Fremont Additional Advance,
Part C and (ii) with respect to the La Mancha Lease Acquisition, Part D, of
SCHEDULE 2.1 attached hereto.

                (b) Each Additional Advance shall be in an amount not less than
(i) with respect to the Fremont Additional Advances, One Million Dollars
($1,000,000) and (ii) with respect to Additional Advances to be used for working
capital purposes, Five Hundred Thousand Dollars ($500,000). The Lenders shall
only make one (1) Additional Advance for the La Mancha Lease Acquisition, which
Additional Advance shall be made as a Term Loan and shall not exceed $800,000,
and shall be subject to the satisfaction of the terms and conditions set forth
in part D of SCHEDULE 2.1.

                (c) The Borrowers shall have submitted its Notice of Additional
Advance (i) with respect to any Fremont Additional Advance and the La Mancha
Lease Acquisition Additional Advance, at least fourteen (14) Business Days prior
to the date such Advance is requested to be disbursed and (ii) with respect to
any Additional Advances of Revolving Loans, at least five (5) Business Days
prior to the date such Advance is requested to be disbursed.

                (d) The calculation of the amount of any Additional Advance,
shall be made as of the date the Borrowers submit its Notice of Additional
Advance for such Advance. The Borrowers acknowledge and agree that once the
amount of any Advance is calculated as of such date, such amount shall be fixed
and such request for an Additional Advance shall be deemed irrevocable.

                (e) The Administrative Agent (on behalf of the Lenders) shall
have determined to its satisfaction (provided, however, that such determination
shall be consistent with, and similar in substance to, the determination of such
funding criteria calculations as of the date of this Agreement) based on
information and documentation provided by the Borrowers to the Administrative
Agent (on behalf of the Lenders) at least five (5) Business Days prior to the
proposed date of the funding of the requested Additional Advance that after
giving effect to such Additional Advance, the Projects will generate an
annualized Net Operating Income sufficient to


                                       22
<PAGE>


produce (i) an aggregate Cash on Cash Return of at least 11%, (ii) an aggregate
Debt Service Coverage of at least 1.30 to 1.00 and (iii) a Portfolio LTV equal
to, or less than, 85%, in each case, calculated based on the assumption that (x)
with respect to any Advance made prior to the occurrence of any Partial Release
pursuant to SECTION 2.04 hereof, the full amount of the Loans have been
disbursed and are outstanding, less any undisbursed amounts allocated to phase
II of the Fremont Additional Advance (as more particularly described on the
Budget) and/or Schedule 5 annexed hereto, and (y) with respect to any Advance
made after the occurrence of a Partial Release pursuant to SECTION 2.04 hereof,
the Required Release Paydown Amount has not been paid and is outstanding;
provided, however, that for the purposes of determining satisfaction of this
condition, but not for the purposes of determining satisfaction of the condition
set forth in Paragraph C.4 of Schedule 2.1, the parties shall use the annualized
Net Operating Income determined as of the end of the most recently ended fiscal
quarter.

                (f) The REIT Net Worth Test shall have been satisfied.

                (g) During the term of the Loan (the "TERM"), the Borrowers
shall pay to the Administrative Agent (on behalf of the Lenders) a unused line
fee (the "UNUSED LINE FEE") in an amount equal to the product of (i) twenty-five
hundredths of one percent (0.25%) per annum and (ii) the aggregate positive
difference, if any, between (x) the Maximum Loan Amount and (y) the aggregate
amount of all Advances made to date for each day during the applicable calendar
quarter, divided by the number of days in such calendar quarter. The Unused Line
Fee shall be payable, in arrears, on the first day of each calendar quarter
during the Term.

                (h) Additional Advances of the Term Loans shall not be made more
frequently than once per calendar month during the Term. Additional Advances of
the Revolving Loan shall not be made more frequently than twice per calendar
month during the Term.

                (i) Additional Advances of Term Loans may only be made to fund
the La Mancha Lease Acquisition and the payment of construction and Capital
Improvement Costs with respect to the Fremont Project as more particularly
described on SCHEDULE 5 attached hereto (the "FREMONT CONSTRUCTION WORK").

         Section 2.02 INTEREST RATE; LATE CHARGE. The outstanding principal
balance of the Loans (including any amounts added to principal under the Loan
Documents) shall bear interest at a rate of interest equal to two and one-half
percent (2.5%) per annum in excess of the Adjusted Libor Rate (the "CONTRACT
RATE"), subject however to the provisions of this Agreement which, in certain
instances, requires payment of interest at the Alternate Base Rate. Such
Eurodollar Loans shall Continue as Eurodollar Loans from one Interest Period to
the next Interest Period. Interest shall be computed on the basis of a fraction,
the denominator of which is three hundred sixty (360) and the numerator of which
is the actual number of days elapsed from the date of the Initial Advance or the
date on which the immediately preceding payment was due. If the Borrowers fail
to pay any installment of interest or principal (if applicable) within five (5)
days after the date on which the same is due (other than principal due on the
Maturity Date or upon acceleration thereof), the Borrowers shall pay to the
Administrative Agent (on behalf of the Lenders) a late charge on such past-due
amount, as liquidated damages and not as a penalty, equal to the greater of (a)
interest at the Default Rate on such amount from the date when due until paid,
or (b) five percent (5%) of such amount, but not in excess of the maximum amount
of interest allowed by


                                       23
<PAGE>


applicable law. While any Event of Default exists, the Loans shall bear interest
at the Default Rate; provided, however, that interest shall not be calculated at
the Default Rate on any amount of accelerated principal, but shall be charged on
any amount of the principal not paid on the Maturity Date; provided, further,
that during the continuance of an Event of Default the Administrative Agent may
suspend the right of the Borrowers to Continue any Loan as a Eurodollar Loan, in
which event all Loans shall be Converted (on the last day(s) of the respective
Interest Periods therefor) into Alternate Base Rate Loans and, thereafter, the
Default Rate shall be computed using the Alternate Base Rate.

         Section 2.03 TERMS OF PAYMENT. The Loans shall be payable as follows:

                (1) INTEREST. Commencing on January 1, 2000, Borrowers shall pay
interest in arrears on the first Business Day of each calendar month during the
Term (the "PAYMENT DATE") until all amounts due under the Loan Documents are
paid in full.

                (2) PRINCIPAL AMORTIZATION. The Loan shall be an interest-only
loan and accordingly, the Borrowers shall not be required to make any regularly
scheduled principal amortization payments during the Term. Notwithstanding
anything to the contrary contained in the preceding sentence, in the event that
the P&V Sale Properties (individually or collectively) are sold or transferred
to any other Person, the Borrowers shall pay to the Administrative Agent (on
behalf of the Lenders) an amount equal to (a) a minimum of sixty-five percent
(65%) of the P&V Net Sales Proceeds to be applied by the Administrative Agent
(on behalf of the Lenders) to repay a portion of the outstanding principal
balance of the Term Loans, and (b) the remainder, up to thirty-five percent
(35%), of the P&V Net Sales Proceeds to be applied by the Administrative Agent
(on behalf of the Lenders) to repay the outstanding principal balance of the
Revolving Loans. To the extent that after application of the P&V Net Sales
Proceeds as provided in the preceding sentence, the outstanding Revolving Loans
are repaid in full, such excess P&V Net Sales Proceeds shall be applied to
further reduce the outstanding principal amount of the Term Loans except that
the Borrowers shall be entitled to keep any excess P&V Net Sales Proceeds so
long as there exists no Potential Default or Event of Default and PROVIDED,
THAT, the Borrowers use such excess P&V Net Sales Proceeds for working capital
prior to requesting any Additional Advances of the Revolving Loan. In all cases,
all P&V Net Sales Proceeds received by any Borrower or its Affiliates shall
first be paid to the Administrative Agent to be applied as provided in this
paragraph.

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

                (4) PREPAYMENT. The Loans may be prepaid in whole only and not
in part by the Borrowers on any Payment Date prior to the Maturity Date,
PROVIDED THAT, partial prepayments shall be permitted in connection with a
Partial Release, the application of P&V Net Sales Proceeds in accordance with
SECTION 2.03(2) above, a repayment of a Revolving Loan, the application of any
Non-Mortgaged Properties Net Sales Proceeds, or a repayment from the proceeds of
the sale to the California Public Employees Retirement System of any beneficial
interest of BPE in BPP Retail (without implying such a sale is permissible
without the approval of Administrative Agent). The Borrowers shall give the
Administrative Agent thirty (30) days


                                       24
<PAGE>


prior written notice before any prepayment. If the Loans are accelerated for any
reason other than a casualty or condemnation, the Borrowers shall pay to the
Administrative Agent (on behalf of the Lenders), in addition to all other
amounts due under the Loan Documents and pursuant to this paragraph, a
prepayment premium equal to six-tenths of one percent (.6%) of the outstanding
principal balance of the Loans. All prepayments of the Loans made by the
Borrowers pursuant to this SECTION 2.03(4) on a day other than a Payment Date
shall be accompanied by an amount sufficient to pay (A) any and all amounts
payable to a Lender pursuant to the provisions of SECTION 2.08(5) as a result of
such prepayment while a Eurodollar Loan is in effect and (B) all costs, expenses
and fees required to be paid under the Interest Rate Protection Agreement. In
addition, all prepayments of the Loans made by the Borrowers pursuant to this
SECTION 2.03(4) shall also be subject to the payment of the applicable Unused
Line Fee for the portion of the calendar quarter in which such prepayment
occurs.

                (5) APPLICATION OF PAYMENTS. All payments received by the
Administrative Agent under the Loan Documents shall be applied: FIRST, to any
fees and expenses due to the Administrative Agent and the Lenders under the Loan
Documents; SECOND, to any Default Rate interest or late charges; THIRD, to
accrued and unpaid interest; and FOURTH, to the principal sum and other amounts
due under the Loan Documents; PROVIDED, HOWEVER, THAT, if an Event of Default
exists, the Administrative Agent shall apply such payments in any order or
manner as the Administrative Agent shall determine in its sole discretion.

         Section 2.04 PARTIAL RELEASES. (a) Lenders agree that the
Administrative Agent (on behalf of the Lenders) will release (each a "PARTIAL
RELEASE") one or more Projects from the Liens, assignments and security
interests of the Mortgages and the other Loan Documents, if requested to do so
by the Borrowers, provided each of the following conditions is satisfied:

                (1) There exists no Event of Default or Potential Default on the
date the Partial Release Notice (hereafter defined) is given and on the date of
the proposed Partial Release;

                (2) The Borrowers' request for a Partial Release arises in
connection with a proposed sale of the Project pursuant to a bona fide
arms-length transaction with an unaffiliated third party purchaser;

                (3) The Borrowers provide the Administrative Agent with thirty
(30) days prior written notice (the "PARTIAL RELEASE NOTICE") of the proposed
Partial Release together with copies of any documents which Borrowers request
that the Administrative Agent (on behalf of the Lenders) execute in connection
with the proposed Partial Release, provided, however, that Borrowers may deliver
such documents after delivery of the Partial Release Notice, but not less than
ten (10) Business Days prior to the proposed Partial Release;

                (4) The Administrative Agent shall have determined to its
satisfaction (provided, however, that such determination shall be consistent
with, and similar in substance to, the determination of such calculations as of
the date of this Agreement) that after giving effect to such Partial Release,
the Projects will generate an annualized Net Operating Income sufficient to
produce (a) an aggregate Cash on Cash Return of at least 11%, (b) an aggregate
Debt Service Coverage of at least 1.30 to 1.00 and (c) a Portfolio LTV equal to,
or less than, eighty-five


                                       25
<PAGE>


percent (85%), in each case, calculated based on the assumption that, (i) with
respect to the first Partial Release made pursuant to this SECTION 2.04, the
full amount of the Loans have been disbursed (less any amounts allocated to
phase II of the Fremont Additional Advance) and (ii) with respect to all other
Partial Releases, the Required Release Paydown Amount with respect to such
Partial Release has not been paid and is outstanding;

                (5) The Borrowers shall pay to the Administrative Agent (on
behalf of the Lenders), in reduction of the principal balance of the Loans, an
amount (the "RELEASE AMOUNT") equal to the sum of (a) the Minimum Release Price,
PLUS, (b) any additional amount which may be required to be paid in accordance
with the provisions hereof and the other Loan Documents including, any LIBOR
breakage costs, if applicable;

                (6) The Borrowers shall pay all reasonable costs and expenses of
the Administrative Agent and the Lender arising in connection with such Partial
Release, including, but not limited to, title insurance fees and charges and
reasonable legal fees and expenses of Lender's counsel, and all other costs
arising in connection with the execution and delivery of such release;

                (7) The Projects(s) that is(are) the subject of the Partial
Release shall be transferred and conveyed to an entity other than a Borrower or
its Affiliates;

                (8) The Borrowers shall deliver to the Administrative Agent (on
behalf of the Lenders) such endorsements to the Title Policy, amendments to the
Loan Documents, estoppel certificates and other documents as the Administrative
Agent shall reasonably request to protect its interests or to confirm the
validity and priority of the Mortgages and any other Liens or collateral granted
to the Administrative Agent (on behalf of the Lenders) in connection with the
Loans; and

                (9) The Borrowers shall deliver to the Administrative Agent (on
behalf of the Lenders) evidence reasonably satisfactory to the Administrative
Agent that all amounts owing to any parties as a result of the sale of any of
the Projects have been paid in full, or are simultaneously being paid in full or
otherwise satisfied (or if any such amounts are not then payable, that Borrowers
have made adequate provision for the subsequent payment of such amounts to the
reasonable satisfaction of the Administrative Agent (on behalf of the Lenders))
at the closing of the sale of such Project(s).

                (b) During the Term, the Allocated Loan Amount for each Project
shall be increased by an amount equal to aggregate amount of Additional
Advances, if any, made by the Lenders with respect to such Project. After
application of the Release Amount to the Adjusted Loan Basis of the Project
being released, the Allocated Loan Amount for each of the remaining Projects
shall be decreased by an amount equal to the product of (i) the excess, if any,
remaining after such application to the Project being released multiplied by
(ii) a fraction, expressed as a percentage, the denominator of which is the
outstanding principal balance of the Loans (as reduced by an amount equal to the
Release Amount), and the numerator of which is the Allocated Loan Amount for
such Project. In the event that the Borrowers make a prepayment of the Loans
without effectuating a Partial Release pursuant to this SECTION 2.04, the
Administrative Agent (on behalf of the Lenders) shall have the right to apply
the amount of any such prepayment to adjust


                                       26
<PAGE>


the Allocated Loan Amount for any Project as the Administrative Agent may
determine in its sole discretion. As used in this Agreement, the term "ADJUSTED
LOAN AMOUNT" shall mean, with respect to any Project, the Allocated Loan Amount
for such Project, as adjusted pursuant to this paragraph.

         Section 2.05 SECURITY. The Loans shall be secured by (a) the Mortgages,
(b) the JV Pledge Agreement, (c) the P&V Property Pledge Agreement, (d) the
Assignments of Rents and Leases, (e) any funds deposited in the Lockbox Account,
and (f) the other Loan Documents. As a condition to the making of the Loans, the
Borrowers covenanted and agreed that the Borrowers execute and deliver an
Interest Rate Protection Agreement in a notional amount equal to the Maximum
Loan Amount. As of the date hereof, the Lenders are making the Initial Advance
and, accordingly, the notional amount of the Interest Rate Protection Agreement
is in a notional amount equal to the Initial Advance Amount. Therefore, with
respect to any Additional Advance that occurs after the date hereof, the
Borrowers agree to execute and deliver such additional Interest Rate Protection
Agreements (or a modification, amendment or supplement to any outstanding
Interest Rate Protection Agreement, by confirmation or otherwise) on (i) the
date of the making of an Additional Advance if such Additional Advance is
greater than Five Million Dollars ($5,000,000), or (ii) the date of the making
of an Additional Advance if the amount of such Additional Advance (or any
portion thereof) when added together with all Additional Advances previously
made (to the extent that such Additional Advances are not already subject to an
Interest Rate Protection Agreement), exceeds Five Million Dollars ($5,000,000).

         Section 2.06 LOCKBOX; APPLICATION OF OPERATING REVENUES. On or prior to
the Closing Date, the Borrowers shall enter into the Lockbox Agreement, pursuant
to which, among other things, the Borrowers shall establish with a Lockbox Bank
selected by the Borrowers and reasonably acceptable to the Administrative Agent
(on behalf of the Lenders), (a) a post office lockbox (the "LOCKBOX") and (b) a
deposit account (the "LOCKBOX ACCOUNT") for the collection and deposit of all
checks, cash and other evidence of payment from tenants or subtenants
("TENANTS") of the Projects under the Leases. The Borrowers shall establish the
Lockbox Account with the Lockbox Bank by no later than December 1, 1999. The
Lockbox Account shall be in the name of the Administrative Agent (on behalf of
the Lenders) as secured party and shall be titled: "[Account No.] for the
benefit of GECC, as administrative agent". Until the Loans are repaid in full,
all Rents (as defined in the Mortgages) and Operating Revenues from the Projects
shall be sent directly to the Lockbox and deposited in the Lockbox Account and
processed in accordance with the terms and provisions of the Lockbox Agreement.
In the event that the Manager or any Borrower shall collect any Rents from any
Tenant or any other applicable sources, the Borrowers shall (and shall cause the
applicable Manager to) send such funds (endorsed as appropriate), within one (1)
Business Day of receipt thereof, to the Lockbox, and within three (3) Business
Days thereof shall send such Tenant or other source a notice directing that all
Rents be sent directly to the Lockbox for deposit in the Lockbox Account, and
shall send the Administrative Agent a duplicate copy of such notice, and if the
Borrowers' fail (or fail to cause the Manager) to do so, the Administrative
Agent is hereby appointed the Borrowers' attorney-in-fact for purposes of
sending such notice. As additional security for the Loans, the Borrowers shall
grant to the Administrative Agent (on behalf of the Lenders), pursuant to the
Account Pledge, a continuing security interest and Lien in the Lockbox, Lockbox
Account and in all amounts and proceeds deposited therein or derived therefrom.
In the event that the Lockbox


                                       27
<PAGE>


Agreement is terminated for any reason whatsoever, the Borrowers shall cooperate
with the Administrative Agent and the Lenders and shall enter into a successor
lockbox arrangement with another Lockbox Bank on substantially the same terms
and conditions as the terminated Lockbox Agreement. The Borrowers acknowledge
and agree that in the event that such successor Lockbox Agreement is not entered
into prior to the effective date of the termination of the existing Lockbox
Agreement or if the security interest and Lien granted by the Borrowers to the
Administrative Agent with respect to the Lockbox, Lockbox Account and any funds
or proceeds deposited therein, (x) the Lockbox Bank shall transfer and deliver
all funds and items remaining or thereafter received by such Lockbox Bank with
respect to the Lockbox and Lockbox Account to the Administrative Agent or as
otherwise directed by the Administrative Agent and (y) shall cause all Tenants
to send all Rents directly to the Administrative Agent or as otherwise directed
by the Administrative Agent, in each case, until such time as a successor
Lockbox Agreement is entered into among the Borrowers, the Administrative Agent
and a successor Lockbox Bank, and a security interest and Lien in the successor
Lockbox and Lockbox Account is granted to the Administrative Agent (on behalf of
the Lenders). Subject to the terms and provisions of the Lockbox Agreement, for
so long as no Event of Default has occurred and is continuing, funds on deposit
in the Lockbox Account shall be swept at the close of business each day to an
account maintained by the Borrowers at the Lockbox Bank ("BORROWERS' ACCOUNT").
Notwithstanding anything to the contrary contained in this paragraph, during the
continuation of an Event of Default, no funds or proceeds or other evidence of
payment on deposit in the Lockbox or the Lockbox Account shall be delivered or
transferred to the Borrowers' Account. During the continuation of an Event of
Default, all funds, proceeds or other evidence of payment in the Lockbox or
Lockbox Account, shall be delivered or transferred to the Administrative Agent
(or as directed by the Administrative Agent (on behalf of the Lenders)) and the
Administrative Agent shall have the right to apply any and all such funds or
proceeds or other evidence of payment to satisfy the Borrowers' obligations
under the Loan Documents. The Borrowers covenant and agree that prior to
November 24, 1999, the Borrowers shall cause a notice to be sent to each Tenant,
requiring all rental payments or other amounts due under such Tenant's Lease to
be made directly payable to the Lockbox Account (or as otherwise directed by the
Administrative Agent (on behalf of the Lenders)) and to be sent directly to the
Lockbox. A form of such notice is attached hereto as A-3. A copy of each such
notice shall be delivered to Administrative Agent concurrently with delivery to
the Tenant. If the Borrowers or Manager fails to send such notice to each Tenant
of the Projects prior to November 24, 1999, the Administrative Agent may send
such notice to the Tenants and the Borrowers hereby irrevocably appoint the
Administrative Agent (on behalf of the Lenders) as the Borrowers'
attorney-in-fact for such purposes. The Borrowers shall deliver such notice to
every Tenant under each Lease executed after the Closing Date with respect to
any Project. The Lockbox and the Lockbox Account shall be under the sole
dominion and control of the Administrative Agent (on behalf of the Lenders). All
costs and expenses incurred in connection with establishing, maintaining and
operating the Lockbox and Lockbox Account (including, bank charges, transfer
fees and account fees) shall be paid by the Borrowers. The Borrowers shall cause
the Manager to comply with the terms and provisions of this paragraph and any
Lockbox Agreement.

         Section 2.07 PAYMENTS; PRO RATA TREATMENT; ETC. PAYMENTS GENERALLY.


                                       28
<PAGE>


                (a) PAYMENTS BY BORROWER. Except to the extent otherwise
provided herein, all payments of principal, interest and other amounts to be
made by any Borrower under this Agreement and the Notes, and, except to the
extent otherwise provided therein, all payments to be made by any Borrower under
any other Loan Document, shall be made in Dollars, in immediately available
funds, without deduction, set-off or counterclaim, to the Administrative Agent
at an account designated by the Administrative Agent by notice to Borrowers, not
later than 1:00 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. Subject to the provisions of
SECTION 2.03(5), the Borrowers shall, at the time of making each payment under
this Agreement or any Note for the account of any Lender, specify to the
Administrative Agent (which shall so notify the intended recipient(s) thereof)
the Loans or other amounts payable by the Borrowers hereunder to which such
payment is to be applied (and in the event that Borrower fails to so specify, or
if an Event of Default has occurred and is continuing, the Administrative Agent
may distribute such payment to the Lenders for application in such manner as it
may determine to be appropriate, subject to SECTION 2.07(2) and any other
agreement among the Administrative Agent and the Lenders with respect to such
application).

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

                (d) EXTENSIONS TO NEXT BUSINESS DAY. If the due date of any
payment under this Agreement or any Note would otherwise fall on a day that is
not a Business Day, such date shall be extended to the next succeeding Business
Day, and interest shall be payable for any principal so extended for the period
of such extension (provided, however, that interest attributable to such
extension period shall not also be paid or payable during the immediately
succeeding Interest Period).

                (2) PRO RATA TREATMENT. Except to the extent otherwise provided
herein: (a) each advance of a Loan from the Lenders under SECTION 2.01(1) shall
be made from the Lenders, and any termination of the obligation to make an
advance of the Loans shall be applied to the respective Commitments of the
Lenders, pro rata according to the amounts of their respective Commitments; (b)
except as otherwise provided in SECTION 2.08(4), Loans shall be allocated pro
rata among the Lenders according to the amounts of their respective Commitments
(in the case of the making of Loans) or their respective Loans (in the case of
Conversions or Continuations of Loans); (c) each payment or prepayment of
principal of Loans by the Borrowers shall be made for account of the Lenders pro
rata in accordance with the respective unpaid principal amounts of the Loans
held by them; and (d) each payment of interest on Loans by the Borrowers shall
be made for account of the Lenders pro rata in accordance with the amounts of
interest on such Loans then due and payable to the respective Lenders.


                                       29
<PAGE>


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

                (a) if the Required Payment shall represent a payment to be made
by the Borrowers to the Lenders, Borrowers and the recipient(s) shall each be
obligated retroactively to the Advance Date to pay interest in respect of the
Required Payment at the Default Rate (without duplication of the obligation of
Borrowers under SECTION 2.02 to pay interest on the Required Payment at the
Default Rate), it being understood that the return by the recipient(s) of the
Required Payment to the Administrative Agent shall not limit such obligation of
Borrowers under SECTION 2.02 to pay interest at the Default Rate in respect of
the Required Payment, and

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

                (4) SHARING OF PAYMENTS, ETC.

                (a) RIGHT OF SET-OFF. Each Borrower agrees that, in addition to
(and without limitation of) any right of set-off, banker's lien or counterclaim
a Lender may otherwise have, each Lender shall be entitled, at its option (to
the fullest extent permitted by law), to set off and apply any deposit (general
or special, time or demand, provisional or final), or other indebtedness, held
by it for the credit or account of any Borrower at any of its offices, in
Dollars


                                       30
<PAGE>


or in any other currency, against any principal of or interest on any of such
Lender's Loans or any other amount payable to such Lender hereunder, that is not
paid when due (regardless of whether such deposit or other indebtedness is then
due to any Borrower), in which case it shall promptly notify the Borrowers and
the Administrative Agent thereof, PROVIDED that such Lender's failure to give
such notice shall not affect the validity thereof.

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

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

                (d) RIGHTS OF LENDERS; BANKRUPTCY. Nothing contained herein
shall require any Lender to exercise any such right or shall affect the right of
any Lender to exercise, and retain the benefits of exercising, any such right
with respect to any other indebtedness or obligation of any Borrower. If, under
any applicable bankruptcy, insolvency or other similar law, any Lender receives
a secured claim in lieu of a set-off to which this SECTION 2.07(4) applies, such
Lender shall, to the extent practicable, exercise its rights in respect of such
secured claim in a manner consistent with the rights of the Lenders entitled
under this SECTION 2.07(4) to share in the benefits of any recovery on such
secured claim.

         Section 2.08 EURODOLLAR PROTECTION; ETC.

                (1) ADDITIONAL COSTS.

                (a) COSTS OF MAKING OR MAINTAINING EURODOLLAR LOANS. Each
Borrower shall pay directly to each Lender from time to time such amounts as
such Lender may determine in good faith 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


                                       31
<PAGE>


to make any Eurodollar Loans hereunder, or any reduction in any amount
receivable by such Lender hereunder in respect of any of such Loans or such
obligation (such increases in costs and reductions in amounts receivable being
herein called "ADDITIONAL COSTS"), resulting from any Regulatory Change that:

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

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

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

         If any Lender requests compensation from any Borrower under this
PARAGRAPH (A), such Borrower may, by notice to such Lender (with a copy to the
Administrative Agent), suspend the obligation of such Lender thereafter to make
or Continue Eurodollar Loans, or to Convert Loans into Eurodollar Loans, until
the Regulatory Change giving rise to such request ceases to be in effect (in
which case the provisions of SECTION 2.08(4) shall be applicable), PROVIDED that
such suspension shall not affect the right of such Lender to receive the
compensation so requested.

                (b) COSTS ATTRIBUTABLE TO REGULATORY CHANGE OR RISK-BASED
CAPITAL GUIDELINES. Without limiting the effect of the foregoing provisions of
this SECTION 2.08(1) (but without duplication), each Borrower shall pay directly
to each Lender from time to time on request such amounts as such Lender may
determine to be necessary to compensate such Lender (or, without duplication,
the bank holding company of which such Lender is a subsidiary) for any costs
that it determines are attributable to the maintenance by such Lender (or any
Applicable Lending Office of such bank holding company), pursuant to any law or
regulation or any interpretation, directive or request (whether or not having
the force of law and whether or not failure to comply therewith would be
unlawful) of any court or governmental or monetary authority (i) following any
Regulatory Change or (ii) implementing any risk-based capital guideline or other
requirement (whether or not having the force of law and whether or not the
failure to comply therewith would be unlawful) hereafter issued by any
government or governmental or supervisory authority implementing at the national
level the Basle Accord, of capital in respect of its Commitment or Loans (such
compensation to include, without limitation, an amount equal to any reduction of
the rate of return on assets or equity of such Lender (or any Applicable Lending
Office or such bank holding company) to a level below that which such


                                       32
<PAGE>


Lender (or any Applicable Lending Office or such bank holding company) could
have achieved but for such law, regulation, interpretation, directive or
request.

                (c) NOTIFICATION AND CERTIFICATION. Each Lender shall notify the
Borrowers of any event occurring after the date hereof entitling such Lender to
compensation under PARAGRAPH (A) or (B) of this SECTION 2.08(1) as promptly as
practicable, but in any event within 45 days, after such Lender obtains actual
knowledge thereof; PROVIDED that (i) if any Lender fails to give such notice
within 45 days after it obtains actual knowledge of such an event, such Lender
shall, with respect to compensation payable pursuant to this SECTION 2.08(1) in
respect of any costs resulting from such event, only be entitled to payment
under this SECTION 2.08(1) for costs incurred from and after the date 45 days
prior to the date that such Lender does give such notice and (ii) each Lender
will designate a different Applicable Lending Office for the Loans of such
Lender affected by such event if such designation will avoid the need for, or
reduce the amount of, such compensation and will not, in the sole opinion of
such Lender, be disadvantageous to such Lender, except that such Lender shall
have no obligation to designate an Applicable Lending Office located in the
United States of America. Each Lender will furnish to the Borrowers a
certificate setting forth the basis and amount of each request by such Lender
for compensation under PARAGRAPH (A) or (B) of this SECTION 2.08(1).
Determinations and allocations by any Lender for purposes of this SECTION
2.08(1) of the effect of any Regulatory Change pursuant to PARAGRAPH (A) of this
SECTION 2.08(1), or of the effect of capital maintained pursuant to PARAGRAPH
(B) of this SECTION 2.08(1), on its costs or rate of return of maintaining Loans
or its obligation to make Loans, or on amounts receivable by it in respect of
Loans, and of the amounts required to compensate such Lender under this SECTION
2.08(1), shall be conclusive, PROVIDED that such determinations and allocations
are made on a reasonable basis.

                (2) LIMITATION ON TYPES OF LOANS. Anything herein to the
contrary notwithstanding, if, on or prior to the determination of the Libor Base
Rate for any Interest Period for any Eurodollar Loan:

                (a) the Administrative Agent determines, which determination
         shall be conclusive, that quotations of interest rates for the relevant
         deposits referred to in the definition of Libor Base Rate are not being
         provided in the relevant amounts or for the relevant maturities for
         purposes of determining rates of interest for Eurodollar Loans as
         provided herein; or

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

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


                                       33
<PAGE>


                (3) ILLEGALITY. Notwithstanding any other provision of this
Agreement, in the event that it becomes unlawful for any Lender or its
Applicable Lending Office to honor its obligation to make or maintain Eurodollar
Loans hereunder (and, in the sole opinion of such Lender, the designation of a
different Applicable Lending Office would either not avoid such unlawfulness or
would be disadvantageous to such Lender), then such Lender shall promptly notify
the Borrowers thereof (with a copy to the Administrative Agent) and such
Lender's obligation to make or Continue, or to Convert Loans of any other Type
into, Eurodollar Loans shall be suspended until such time as such Lender may
again make and maintain Eurodollar Loans (in which case the provisions of
SECTION 2.08(4) shall be applicable).

                (4) TREATMENT OF AFFECTED LOANS. If the obligation of any Lender
to make Eurodollar Loans or to Continue, or to Convert Alternate Base Rate Loans
into, Eurodollar Loans shall be suspended pursuant to SECTION 2.08(1) or
2.08(3), such Lender's Loans shall be automatically Converted into Alternate
Base Rate Loans on the last day(s) of the then current Interest Period(s) for
Loans (or, in the case of a Conversion resulting from a circumstance described
in SECTION 2.08(3), on such earlier date as such Lender may specify to the
Borrowers with a copy to the Administrative Agent) and, unless and until such
Lender gives notice as provided below that the circumstances specified in
SECTION 2.08(1) or 2.08(3) that gave rise to such Conversion no longer exist:

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

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

If such Lender gives notice to Borrowers with a copy to the Administrative Agent
that the circumstances specified in SECTION 2.08(1) or 2.08(3) that gave rise to
the Conversion of such Lender's Loans pursuant to this SECTION 2.08(4) no longer
exist (which such Lender agrees to do promptly upon such circumstances ceasing
to exist) at a time when Eurodollar Loans made by other Lenders are outstanding,
such Lender's Alternate Base Rate Loans shall be automatically Converted, on the
first day(s) of the next succeeding Interest Period(s) for such outstanding
Eurodollar Loans, to the extent necessary so that, after giving effect thereto,
all Alternate Base Rate Loans and Eurodollar Loans are allocated among the
Lenders ratably (as to principal amounts, Types and Interest Periods) in
accordance with their respective Commitments.

                (5) COMPENSATION. Borrowers shall pay to the Administrative
Agent for account of each Lender, upon the request of such Lender through the
Administrative Agent, such amount or amounts as shall be sufficient (in the
reasonable opinion of such Lender) to compensate it for any loss, cost or
expense that such Lender determines is attributable to:

                (a) any payment, prepayment or Conversion of a Eurodollar Loan
         made by such Lender for any reason (including, without limitation, the
         acceleration of the Loans


                                       34
<PAGE>


         pursuant to the Administrative Agent's or the Lenders' rights referred
         to in ARTICLE 10) on a date other than the last day of the Interest
         Period for such Loan; or

                (b) any failure by any Borrower for any reason to borrow a
         Eurodollar Loan from such Lender on the date for such borrowing
         specified in the relevant notice of borrowing given to the
         Administrative Agent in accordance with the terms of this Agreement.

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

                (6) U.S. TAXES.

                (a) GROSS-UP FOR DEDUCTION OR WITHHOLDING OF U.S. TAXES. Each
Borrower agrees to pay to each Lender that is not a U.S. Person such additional
amounts as are necessary in order that the net payment of any amount due to such
non-U.S. Person hereunder after deduction for or withholding in respect of any
U.S. Taxes imposed with respect to such payment (or in lieu thereof, payment of
such U.S. Taxes by such non-U.S. Person), will not be less than the amount
stated herein to be then due and payable, PROVIDED that the foregoing obligation
to pay such additional amounts shall not apply:

                (i) to any payment to any Lender hereunder unless such Lender
         is, on the date hereof (or on the date it becomes a Lender hereunder as
         provided in SECTION 11.24(2)) and on the date of any change in the
         Applicable Lending Office of such Lender, either entitled to submit a
         Form 1001 (relating to such Lender and entitling it to a complete
         exemption from withholding on all interest to be received by it
         hereunder in respect of the Loans) or Form 4224 (relating to all
         interest to be received by such Lender hereunder in respect of the
         Loans), or

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


                                       35
<PAGE>


For the purposes hereof, (A) "U.S. PERSON" means a citizen, national or resident
of the United States of America, a corporation, limited liability company,
partnership or other entity created or organized in or under any laws of the
United States of America or any State thereof, or any estate or trust that is
subject to Federal income taxation regardless of the source of its income, (B)
"U.S. TAXES" means any present or future tax, assessment or other charge or levy
imposed by or on behalf of the United States of America or any taxing authority
thereof or therein, (C) "FORM 1001" means Form 1001 (Ownership, Exemption, or
Reduced Rate Certificate) of the Department of the Treasury of the United States
of America and (D) "FORM 4224" means Form 4224 (Exemption from Withholding of
Tax on Income Effectively Connected with the Conduct of a Trade or Business in
the United States) of the Department of the Treasury of the United States of
America. Each of the Forms referred to in the foregoing clauses (C) and (D)
shall include such successor and related forms as may from time to time be
adopted by the relevant taxing authorities of the United States of America to
document a claim to which such Form relates.

                (b) EVIDENCE OF DEDUCTION, ETC. Within thirty (30) days after
paying any amount to the Administrative Agent or any Lender from which it is
required by law to make any deduction or withholding, and within 30 days after
it is required by law to remit such deduction or withholding to any relevant
taxing or other authority, Borrowers shall deliver to the Administrative Agent
for delivery to such non-U.S. Person evidence satisfactory to such Person of
such deduction, withholding or payment (as the case may be).

                (7) REPLACEMENT OF LENDERS. If any Lender requests compensation
pursuant to SECTION 2.08(1) or 2.08(6), or any Lender's obligation to Continue
Loans of any Type, or to Convert Loans of any Type into the other Type of Loan,
shall be suspended pursuant to SECTION 2.08(2) or 2.08(3) (any such Lender
requesting such compensation, or whose obligations are so suspended, being
herein called a "REQUESTING LENDER"), Borrowers, upon three (3) Business Days
notice, may require that such Requesting Lender transfer all of its right, title
and interest under this Agreement and such Requesting Lender's Note to any bank
or other financial institution (a "PROPOSED LENDER") identified by such Borrower
that is satisfactory to the Administrative Agent (i) if such Proposed Lender
agrees to assume all of the obligations of such Requesting Lender hereunder, and
to purchase all of such Requesting Lender's Loans hereunder for consideration
equal to the aggregate outstanding principal amount of such Requesting Lender's
Loans, together with interest thereon to the date of such purchase (to the
extent not paid by any Borrower), and satisfactory arrangements are made for
payment to such Requesting Lender of all other amounts accrued and payable
hereunder to such Requesting Lender as of the date of such transfer (including
any fees accrued hereunder and any amounts that would be payable under SECTION
2.08(5) as if all of such Requesting Lender's Loans were being prepaid in full
on such date) and (ii) if such Requesting Lender has requested compensation
pursuant to SECTION 2.08(1) or 2.08(6), such Proposed Lender's aggregate
requested compensation, if any, pursuant to SECTION 2.08(1) or 2.08(6) with
respect to such Requesting Lender's Loans is lower than that of the Requesting
Lender. Subject to the provisions of SECTION 11.24(2), such Proposed Lender
shall be a "Lender" for all purposes hereunder. Without prejudice to the
survival of any other agreement of any Borrower hereunder the agreements of
Borrowers contained in SECTIONS 2.08(1), 2.08(6) and 11.05 (without duplication
of any payments made to such


                                       36
<PAGE>


Requesting Lender by any Borrower or the Proposed Lender) shall survive for the
benefit of such Requesting Lender under this SECTION 2.08(7) with respect to the
time prior to such replacement.

         Section 2.09 IMMEDIATE REPAIRS RESERVE.

                (1) Each Borrower acknowledges that on or prior to the date
hereof, the Administrative Agent (on behalf of the Lenders) has caused each
Project to be inspected and such inspection has revealed that certain Projects
are in need of certain maintenance, repairs and/or remedial or corrective work
(the "IMMEDIATE REPAIRS") as more particularly described on SCHEDULE 2.9
attached hereto. On or prior to the date hereof, the Borrowers shall establish
with the Administrative Agent or at a financial institution designated by the
Administrative Agent (on behalf of the Lenders), a reserve in the amount of
$220,709 (the "IMMEDIATE REPAIRS RESERVE"). The Immediate Repairs Reserve shall
be in the name of and under the sole dominion and control of the Administrative
Agent (on behalf of the Lenders), subject only to the Lenders' obligations
hereunder to advance or otherwise make available funds therefrom in accordance
with this Agreement, and the Borrowers shall have no authority or power to make
withdrawals from the Immediate Repairs Reserve. The amount required to be
deposited in the Immediate Repairs Reserve by the Borrowers shall be deposited
on the Borrowers' behalf by the Lenders' funding of said amount out of the
proceeds of the Initial Advance on the date hereof. Borrowers shall cause the
Immediate Repairs to be completed, performed, remediated and corrected to the
satisfaction of the Administrative Agent (on behalf of the Lenders) and as
necessary to bring the Project into compliance with all applicable laws,
ordinances, rules and regulations on or before March 31, 2000. After March 31,
2000, the Administrative Agent (on behalf of the Lenders) shall not be obligated
to release any funds on deposit in the Immediate Repairs Reserve prior to the
repayment in full of the Loans and may apply such funds to either complete such
Immediate Repairs or to satisfy Borrowers' obligations under the Loan Documents
as determined by the Administrative Agent (on behalf of the Lenders) in its sole
discretion.

                (2) So long as no Event of Default has occurred hereunder and is
continuing, all sums in the Immediate Repairs Reserve shall be held by the
Administrative Agent (on behalf of the Lenders) to pay the costs and expenses of
completing the Immediate Repairs. The Immediate Repairs Reserve will be held by
the Administrative Agent (on behalf of the Lenders) without interest and may be
commingled with Lenders' own funds. Borrowers hereby grant to the Administrative
Agent (on behalf of the Lenders) a security interest in the Immediate Repairs
Reserve and in the event the Immediate Repairs Reserve is deposited with a
financial institution other than the Administrative Agent, the Administrative
Agent shall be a required signatory for such account. While an Event of Default
or a Potential Default exists, the Administrative Agent shall not be obligated
to permit advances to Borrowers of the Immediate Repairs Reserve, and while an
Event of Default exists, the Administrative Agent shall be entitled, without
notice to the Borrowers, to apply any funds in the Immediate Repair Reserve to
satisfy Borrowers' obligations under the Loan Documents.

                (3) So long as no Event of Default has occurred and is
continuing the Administrative Agent shall, to the extent that funds are
available for such purpose in the Immediate Repairs Reserve, disburse to the
Borrowers the amount paid or incurred by the Borrowers in completing,
performing, remediating or correcting the Immediate Repairs upon (i) the receipt
by the Administrative Agent of a written request from the Borrowers for
disbursement


                                       37
<PAGE>


from the Immediate Repair Reserve and a certification by the Borrowers that the
applicable item of Immediate Repair has been completed in accordance with the
terms of this Agreement; (ii) delivery to the Administrative Agent of invoices,
receipts or other evidence satisfactory to the Administrative Agent (on behalf
of the Lenders) verifying the costs of the Immediate Repair to be reimbursed or
paid; (iii) delivery to the Administrative Agent of a certification from an
inspecting architect, engineer or other consultant reasonably acceptable to the
Administrative Agent describing the completed work, verifying the completion of
the work and the value of the completed work and, if applicable, certifying that
the applicable Project is, as a result of such work, in full compliance with all
applicable laws, ordinances, rules and regulations relating to the Immediate
Repair so performed; (iv) delivery to the Administrative Agent of title
affidavits, title insurance endorsements, lien waivers or other evidence
satisfactory to the Administrative Agent (on behalf of the Lenders) showing or
insuring that all materialmen, laborers, subcontractors and any other parties
who might or could claim statutory or common law liens and are furnishing or
have furnished materials or labor to any Project have been paid all amounts due
for such labor and materials furnished and confirming the first priority lien of
the Mortgages.

                (4) The Administrative Agent shall not be required to make
advances from the Immediate Repair Reserve more frequently than once in any
thirty (30) day period. In making any disbursement from the Immediate Repair
Reserve, the Administrative Agent shall be entitled to rely on such request from
the Borrowers without any inquiry into the accuracy, validity or contestibility
of any such amount. In no event shall any Borrower be entitled to reimbursement
of any costs with respect to any item of Immediate Repair in excess of the
applicable amount set forth in SCHEDULE 2.9 attached hereto. The Immediate
Repairs Reserve is solely for the protection of the Administrative Agent (on
behalf of the Lenders) and entails no responsibility on the Administrative
Agent's part beyond the payment of costs and expenses described in this
paragraph in accordance with the terms hereof and beyond the allowing of due
credit for the sums actually received. In the event that the amounts on deposit
in the Immediate Repairs Reserve are insufficient to pay the costs of the
Immediate Repairs, the Borrowers shall immediately deposit with the
Administrative Agent any such deficiency. The Borrowers hereby grant to the
Administrative Agent (on behalf of the Lenders) a power of attorney, coupled
with an interest, to cause the Immediate Repairs to be completed, performed,
remediated and corrected to the satisfaction of the Administrative Agent upon
the Borrowers' failure to do so in accordance with the terms and conditions of
this Agreement, and to apply the amounts on deposit in the Immediate Repairs
Reserve to the costs associated therewith, all as the Administrative Agent may
determine in its sole and absolute discretion but without obligation to do so.

                                    ARTICLE 3
                      INSURANCE, CONDEMNATION, AND IMPOUNDS

         Section 3.01 INSURANCE. Borrowers shall maintain insurance as follows:

                (1) CASUALTY; BUSINESS INTERRUPTION. Borrowers shall keep each
Project insured against damage by fire and the other hazards covered by a
standard extended coverage and all-risk insurance policy for the full insurable
value thereof (without reduction for depreciation or co-insurance), and shall
maintain such other casualty insurance as reasonably required by the
Administrative Agent. Borrowers shall keep each Project insured against loss by
flood if such Project is located in an area identified by the Federal Emergency
Management


                                       38
<PAGE>


Agency as an area having special flood hazards and in which flood insurance has
been made available under the National Flood Insurance Act of 1968 (and any
successor act thereto) in an amount at least equal to the lesser of (i) the
Allocated Loan Amount with respect to such Project or (ii) the maximum limit of
coverage available under said act. Borrowers shall maintain use and occupancy
insurance covering, as applicable, rental income or business interruption, with
coverage in an amount not less than twelve (12)-months anticipated gross rental
income or gross business earnings, as applicable in each case, attributable to
each Project. Borrowers shall not maintain any separate or additional insurance
which is contributing in the event of loss unless it is properly endorsed and
otherwise satisfactory to the Administrative Agent in all respects. The proceeds
of insurance paid on account of any damage or destruction to any Project shall
be paid to the Administrative Agent (subject to the rights of any ground lessor
and/or any superior tenant which exist as of the date of this Agreement if
approved by Administrative Agent) to be applied as provided in SECTION 3.02.

                (2) LIABILITY. Borrowers shall maintain (a) commercial general
liability insurance with respect to each Project providing for limits of
liability of not less than $5,000,000 per occurrence and per location in the
aggregate covering bodily injury to or death of a person and for property damage
with umbrella liability insurance providing for limits of not less than
$5,000,000 per occurrence and $50,000,000 in the aggregate, and (b) such other
liability insurance as reasonably required by the Administrative Agent (on
behalf of the Lenders).

                (3) FORM AND QUALITY; ADDITIONAL INSURANCE. All insurance
policies shall be endorsed in form and substance acceptable to the
Administrative Agent to name the Administrative Agent (on behalf of the
Lenders), with respect to the Projects, as an additional insured, loss payee or
mortgagee thereunder, as its interest may appear, with loss payable to the
Administrative Agent, with respect to the Projects, without contribution, under
a standard New York (or local equivalent) mortgagee clause. All such insurance
policies and endorsements shall be fully paid for and contain such provisions
and expiration dates and be in such form and issued by such insurance companies
licensed to do business in the applicable state where the Project is located,
with a rating of "A-X" or better as established by Best's Rating Guide or "AA"
or better as established by Standard & Poor's Group, Inc. (or an equivalent
rating approved in writing by the Administrative Agent). Each policy shall
provide that such policy may not be canceled or materially changed except upon
thirty (30) days prior written notice of intention of non-renewal, cancellation
or material change to Lender and that no act or thing done by any Borrower with
respect to the Projects shall invalidate any policy as against the
Administrative Agent or any Lender. The Administrative Agent (on behalf of the
Lenders) reserves the right to require the Borrowers to obtain any additional
insurance coverages as it may deem necessary or prudent to protect its
interests, including, without limitation, insurance against loss or damage from
leakage of sprinkler systems and explosion of steam boilers, air conditioning
equipment, high pressure piping or similar apparatus, worker's compensation
insurance, earthquake and/or sinkhole insurance and building ordinance or law
coverage. If any Borrower fails to maintain insurance in compliance with this
SECTION 3.01(3), the Administrative Agent may obtain such insurance and pay the
premium therefor and the Borrowers shall, on demand, reimburse the
Administrative Agent for all expenses incurred in connection therewith. The
Borrowers shall assign the policies or proofs of insurance to the Administrative
Agent (on behalf of the Lenders), in such manner and form that Lender and its
successors and assigns shall at all times have and hold the same as


                                       39
<PAGE>


security for the payment of the Loan. The Borrowers shall deliver copies of all
original policies certified to the Administrative Agent by the insurance company
or authorized agent as being true copies, together with the endorsements
required hereunder. The proceeds of insurance policies coming into the
possession of the Administrative Agent shall not be deemed trust funds, and the
Administrative Agent shall be entitled to apply such proceeds as herein
provided.

                (4) ADJUSTMENTS. The Borrowers shall give immediate written
notice of any loss to the insurance carrier and to the Administrative Agent and
shall give further notices from time to time with respect to settlement of any
insurance claim therefor. Each Borrower hereby irrevocably authorizes and
empowers the Administrative Agent, as attorney-in-fact for such Borrower coupled
with an interest, to make proof of loss, to adjust and compromise any claim
under insurance policies, to appear in and prosecute any action arising from
such insurance policies, to collect and receive insurance proceeds, and to
deduct therefrom the Administrative Agent's expenses incurred in the collection
of such proceeds. Nothing contained in this SECTION 3.01(4), however, shall
require the Administrative Agent to incur any expense or take any action
hereunder.

         Section 3.02 USE AND APPLICATION OF INSURANCE PROCEEDS. The
Administrative Agent shall apply insurance proceeds to costs of restoring any
Project or the Loans as follows:

                (1) if the loss is less than or equal to $100,000 for any
Project, the Administrative Agent shall apply the insurance proceeds to
restoration provided (a) no Event of Default or Potential Default exists, and
(b) the Borrowers promptly commence and are diligently pursuing restoration of
the affected Project;

                (2) if the loss exceeds $100,000 for any Project, but is not
more than 10% of the replacement value of the improvements (for Projects
containing multiple phases or stand alone structures, such calculation to be
based on the damaged phase or structure, not the applicable Project as a whole),
the Administrative Agent shall apply the insurance proceeds to restoration
provided that at all times during such restoration (a) no Event of Default or
Potential Default exists; (b) the Administrative Agent determines that there are
sufficient funds available to restore and repair the affected Project to a
condition approved by the Administrative Agent; (c) the Administrative Agent
determines that the Net Operating Income of the Project during restoration will
be sufficient to pay Adjusted Debt Service; (d) the Administrative Agent
determines (based on leases which will remain in effect after restoration is
complete) that after restoration the Debt Service Coverage for the Projects will
be at least equal to 1:30 to 1:00 and the Cash on Cash Return for the Projects
will be at least equal to eleven percent (11%); (e) the Administrative Agent
determines that restoration and repair to a condition approved by the
Administrative Agent will be completed within six (6) months after the date of
loss or casualty and in any event ninety (90) days prior to the Maturity Date;
and (f) the Borrowers promptly commence and diligently pursue restoration of the
affected Project;

                (3) if the conditions set forth above are not satisfied or the
loss exceeds the maximum amount specified in SECTION 3.02(2) above, in the
Administrative Agent's sole discretion, the Administrative Agent may (subject to
the approval of the Majority Lenders) apply any insurance proceeds it may
receive to the payment of the Loans or allow all or a portion of such proceeds
to be used for the restoration of the affected Project; and


                                       40
<PAGE>


                (4) insurance proceeds applied to restoration will be disbursed
on receipt of satisfactory plans and specifications, contracts and subcontracts,
schedules, budgets, lien waivers and architects' certificates, and otherwise in
accordance with prudent commercial construction lending practices for
construction loan advances, including, as applicable, the Additional Advance
conditions under SCHEDULE 2.1.

         Section 3.03 CONDEMNATION AWARDS. The Borrowers shall immediately
notify the Administrative Agent of the institution of any proceeding for the
condemnation or other taking of any Project or any portion thereof. The
Administrative Agent may participate in any such proceeding and the Borrowers
will deliver to the Administrative Agent (on behalf of the Lenders) all
instruments necessary or required by the Administrative Agent to permit such
participation. Without the Administrative Agent's prior consent (subject to the
approval of the Majority Lenders), the Borrowers (a) shall not agree to any
compensation or award, and (b) shall not take any action or fail to take any
action which would cause the compensation to be determined. All awards and
compensation for the taking or purchase in lieu of condemnation of a Project or
any part thereof are hereby assigned to and shall (to the extent such moneys are
not required to be applied differently under any applicable Leasehold Property
Lease approved by Administrative Agent) be paid to the Administrative Agent (on
behalf of the Lenders). The Borrowers hereby authorize the Administrative Agent
(on behalf of the Lenders) to collect and receive such awards and compensation,
to give proper receipts and acquaintances therefor, and in the Administrative
Agent's sole discretion (to the extent such moneys are not required to be
applied differently under any applicable Leasehold Property Lease approved by
Administrative Agent) to apply the same toward the payment of the Loans,
notwithstanding that the Loans may not then be due and payable, or to the
restoration of the affected Project; PROVIDED, HOWEVER, THAT, if the award is
less than or equal to $100,000 and the Borrowers request that such proceeds be
used for the restoration of the remaining portions of such a Project or
non-structural site improvements (such as landscape, driveway, walkway and
parking area repairs) required to be made as a result of such condemnation, the
Administrative Agent will apply the award to such restoration in accordance with
disbursement procedures applicable to insurance proceeds pursuant to SECTION
3.02 hereof, provided there exists no Potential Default or Event of Default. The
Borrowers, upon request by the Administrative Agent, shall execute all
instruments requested to confirm the assignment of the awards and compensation
to the Administrative Agent, free and clear of all liens, charges or
encumbrances.

         Section 3.04 IMPOUNDS. After the occurrence of an Event of Default, the
Borrowers shall deposit with the Administrative Agent (on behalf of the
Lenders), monthly, one-twelfth (1/12th) of the annual charges for ground or
other rent, if any, and real estate taxes, assessments and similar charges
relating to the Projects. Upon the occurrence of an Event of Default, the
Borrowers shall deposit with the Administrative Agent a sum of money which
together with the monthly installments will be sufficient to make each of such
payments thirty (30) days prior to the date any delinquency or penalty becomes
due with respect to such payments. Deposits shall be made on the basis of the
Administrative Agent's good faith estimate from time to time of the charges for
the current year (after giving effect to any reassessment or, at the
Administrative agent's election, on the basis of the charges for the prior year,
with adjustments when the charges are fixed for the then current year). All
funds so deposited shall be held by the Administrative Agent, without interest,
and may be commingled with the Administrative Agent's general funds.


                                       41
<PAGE>


The Borrowers hereby grant to the Administrative Agent (on behalf of the
Lenders), a security interest in all funds so deposited with the Administrative
Agent for the purpose of securing the Loan. While an Event of Default exists,
the funds deposited may be applied in payment of the charges for which such
funds have been deposited, or to the payment of the Loans or any other charges
affecting the security of the Administrative Agent and the Lenders, as the
Administrative Agent may elect, but no such application shall be deemed to have
been made by operation of law or otherwise until actually made by the
Administrative Agent. The Borrowers shall furnish the Administrative Agent with
bills for the charges for which such deposits are required at least thirty (30)
days prior to the date on which the charges first become payable. If at any time
after the occurrence of an Event of Default, the amount on deposit with the
Administrative Agent required to be maintained pursuant to this SECTION 3.04,
together with amounts to be deposited by the Borrowers before such charges are
payable, is insufficient to pay such charges, Borrowers shall deposit any
deficiency with the Administrative Agent immediately upon demand. So long as no
Event of Default has occurred, the Administrative Agent shall pay such charges
when the amount on deposit with the Administrative Agent is sufficient to pay
such charges and the Administrative Agent has received a bill for such charges.

                                    ARTICLE 4
                              ENVIRONMENTAL MATTERS

         Section 4.01 CERTAIN DEFINITIONS. As used herein, the following terms
have the meanings indicated:

                (1) "ENVIRONMENTAL LAWS" means any federal, state or local law
(whether imposed by statute, or administrative or judicial order, or common
law), now or hereafter enacted, governing health, safety, industrial hygiene,
the environment or natural resources, or Hazardous Materials, including, such
laws governing or regulating the use, generation, storage, removal, recovery,
treatment, handling, transport, disposal, control, discharge of, or exposure to,
Hazardous Materials.

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

         Section 4.02 REPRESENTATIONS AND WARRANTIES ON ENVIRONMENTAL MATTERS.
To Borrowers' knowledge, except as set forth in any Site Assessment or set forth
on SCHEDULE 4.02 attached hereto:

                (1) no Hazardous Material is now or was formerly used, stored,
generated, manufactured, installed, disposed of or otherwise present at or about
any Project or any property adjacent to any Project (except for cleaning and
other products currently used in connection with the routine maintenance or
repair of a Project in full compliance with Environmental Laws):


                                       42
<PAGE>


                (2) all permits, licenses, approvals and filings required by
Environmental Laws have been obtained, and the use, operation and condition of
each Project does not, and did not previously, violate any Environmental Laws:
and

                (3) no civil, criminal or administrative action, suit, claim,
hearing, investigation or proceeding has been brought or been threatened, nor
have any settlements been reached by or with any parties or any liens imposed in
connection with any Project concerning Hazardous Materials or Environmental
Laws.

         Section 4.03 COVENANTS ON ENVIRONMENTAL MATTERS.

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

                (2) Borrowers shall not cause, shall prohibit any other Person
within the Control of any Borrower from causing, and shall use prudent,
commercially reasonable efforts to prohibit other Persons (including tenants)
from (a) causing any spill, discharge or release, or the use, storage,
generation, manufacture, installation, or disposal, of any Hazardous Materials
at, upon, under, within or about any Project or the transportation of any
Hazardous Materials to or from any Project (except for cleaning and other
products used in connection with routine maintenance or repair of such Project
in full compliance with Environmental Laws), (b) installing any underground
storage tanks at any Project, or (c) conducting any activity that requires a
permit or other authorization under Environmental Laws unless the Borrower shall
have first obtained all requisite governmental permits, authorizations and
consents, if any.

                (3) Borrowers shall provide to the Administrative Agent, at
Borrowers' expense promptly upon the written request of the Administrative Agent
from time to time, a Site Assessment or, if required by the Administrative
Agent, an update to any existing Site Assessment, to assess the presence or
absence of any Hazardous Materials and the potential costs in connection with
abatement, cleanup or removal of any Hazardous Materials found on, under, at or
within any Project. Borrowers shall pay the cost of no more than one such Site
Assessment or update in any twelve (12)-month period, unless the Administrative
Agent's request for a Site Assessment is based on information provided under
SECTION 4.02 above, a reasonable suspicion of Hazardous Materials at or near the
Project, a breach of representations under SECTION 4.02, or an Event of Default,
in which case any such Site Assessment or update shall be at the Borrowers'
expense.


                                       43
<PAGE>


         Section 4.04 ALLOCATION OF RISKS AND INDEMNITY. As between the
Borrowers, the Administrative Agent and the Lenders, all risk of loss associated
with non-compliance with Environmental Laws, or with the presence of any
Hazardous Material at, upon, within, contiguous to or otherwise affecting any
Project, shall lie solely with the Borrowers. Accordingly, the Borrowers shall
bear all risks and costs associated with any loss (including any loss in value
attributable to Hazardous Materials), damage or liability therefrom, including
all costs of removal of Hazardous Materials or other remediation required by the
Administrative Agent or by law. The Borrowers shall indemnify, defend and hold
the Administrative Agent and the Lenders harmless from and against all loss,
liabilities, damages, claims, costs and expenses (including reasonable costs of
defense) arising out of or associated, in any way, with the non-compliance with
Environmental Laws, or the existence of Hazardous Materials in, on, or about any
Project, or a breach of any representation, warranty or covenant contained in
this ARTICLE 4, whether based in contract, tort, implied or express warranty,
strict liability, criminal or civil statute or common law, including those
arising from the joint, concurrent, or comparative negligence of the
Administrative Agent and Lenders; however, the Borrowers shall not be liable
under such indemnification to the extent such loss, liability, damage, claim,
cost or expense results from the Administrative Agent's or any Lender's gross
negligence or willful misconduct. The Borrowers' obligations under this SECTION
4.04, shall arise upon the discovery of the presence of any Hazardous Material,
whether or not any governmental authority has taken or threatened any action in
connection with the presence of any Hazardous Material, and whether or not the
existence of any such Hazardous Material or potential liability on account
thereof is disclosed in the relevant Site Assessment and shall continue
notwithstanding the repayment of the Loans or any transfer or sale of any right,
title and interest in the Project (by foreclosure, deed in lieu of foreclosure
or otherwise), provided the same was not caused by the acts of Administrative
Agent, the Lenders, and/or their respective agents, employees and/or contractors
(and provided further, that omissions to act of Administrative Agent, Lenders,
and/or their respective agents, employees and/or contractors shall not be deemed
to be the causation of the presence of any such Hazardous Materials).

         Section 4.05 NO WAIVER. Notwithstanding any provision in this ARTICLE 4
or elsewhere in the Loan Documents, or any rights or remedies granted by the
Loan Documents, the Administrative Agent and the Lenders do not waive and
expressly reserves all rights and benefits now or hereafter accruing to the
Administrative Agent and/or the Lenders under the "security interest" or
"secured creditor" the Administrative Agent and/or any exception under
applicable Environmental Laws, as the same may be amended. No action taken by
the Administrative Agent and/or any Lender pursuant to the Loan Documents shall
be deemed or construed to be a waiver or relinquishment of any such rights or
benefits under the "security interest exception."

                                    ARTICLE 5
                                 LEASING MATTERS

         Section 5.01 REPRESENTATIONS AND WARRANTIES ON LEASES. Each Borrower
represents and warrants to the Administrative Agent and the Lenders with respect
to all Leases that:


                                       44
<PAGE>


                (1) to Borrower's knowledge, the rent rolls delivered to the
Administrative Agent are true and correct, and the Leases are valid and in full
force and effect;

                (2) the Leases (including amendments) are in writing, and there
are no oral agreements with respect thereto;

                (3) the copies of the Leases delivered to the Administrative
Agent are true and complete;

                (4) except as shown on the rent roll delivered to the
Administrative Agent by the Borrowers or on SCHEDULE 5.01 annexed hereto, to
Borrower's knowledge, neither the landlord nor any tenant is in default under
any of the Leases beyond the expiration of any applicable notice and cure period
in the performance of any of its material obligations;

                (5) Borrower has not received or given any notice of termination
or default with respect to any Lease that remains outstanding;

                (6) Borrower has not assigned or pledged any of the Leases, the
rents or any interests therein for any Project (which assignment or pledge
remains in effect as of the date of this Agreement) except to the Administrative
Agent (on behalf of the Lenders);

                (7) except as set forth in the rent rolls or as set forth on the
attached SCHEDULE 5.01, delivered to the Administrative Agent, no tenant or
other party has an option to purchase right of first refusal or offer with
respect to all or any portion of any Project;

                (8) except as set forth in the rent rolls or as set forth on the
attached SCHEDULE 5.01, no tenant has the right to terminate its Lease prior to
expiration of the stated term of such Lease; and

                (9) except as set forth in the rent rolls or as set forth on the
attached SCHEDULE 5.01, no tenant has prepaid more than one month's rent in
advance (except for bona fide security deposits not in excess of an amount equal
to two month's rent).

         Section 5.02 STANDARD LEASE FORM; APPROVAL RIGHTS. All Leases and other
rental arrangements entered into or otherwise amended or modified during the
Term of the Loan shall in all respects be approved by the Administrative Agent
and shall be on a standard lease form approved by the Administrative Agent with
respect to each Project with no material modifications (except as approved by
the Administrative Agent). Such lease form shall provide that the tenant shall
attorn to the Administrative Agent (on behalf of the Lenders), and that any
cancellation, surrender, or amendment of such Lease without the prior written
consent of the Administrative Agent shall be voidable by the Administrative
Agent. Administrative Agent, upon request by Borrowers, will provide
non-disturbance agreements in form and substance reasonably acceptable to
Administrative Agent, to all tenants under leases hereafter entered into, within
twenty (20) days after such request, provided Administrative Agent approves such
Lease. The Borrowers shall hold in trust, all tenant security deposits in a
segregated account, and, to the extent required by applicable law or any Lease,
shall not commingle any such funds with any other funds of the Borrowers. Within
ten (10) days after the Administrative Agent's request, the


                                       45
<PAGE>


Borrowers shall furnish to the Administrative Agent a statement of all tenant
security deposits, and copies of all Leases not previously delivered to the
Administrative Agent, certified by the Borrowers as being true and correct.
Notwithstanding anything to the contrary contained in this paragraph, the
Administrative Agent's approval shall not be required for future Leases or Lease
extensions if the following conditions are satisfied: (a) there exists no
Potential Default or Event of Default; (b) the Lease is on the standard lease
form approved by the Administrative Agent with no material modifications; (c)
the Lease does not conflict with any restrictive covenant affecting such Project
or any other lease for space in such Project; (d) the leased premises, when
combined with all other space in the Project leased to the same tenant or any
affiliate thereof, are not greater than ten percent (10%) of the rentable square
feet contained in such Project and such leased premises do not constitute ten
percent (10%) or more of the gross revenues from such Project, and the lease
term is at least twelve (12) months (but not more than one hundred twenty (120)
months); and (e) the effective rental rate is at least equal to the then
prevailing market rents for similar properties in the market where such Project
is located for the entire term of the Lease.

         Section 5.03 COVENANTS. The Borrowers (a) shall perform the obligations
which each Borrower is required to perform under the applicable Leases; (b)
shall enforce the material obligations to be performed by the tenants
thereunder; (c) shall promptly furnish to the Administrative Agent any notice of
default or termination received by any Borrower from any tenant, and any notice
of default or termination given by any Borrower to any tenant; (d) shall not
collect any rents for more than thirty (30) days in advance of the time when the
same shall become due, except for bona fide security deposits not in excess of
an amount equal to two months rent; (e) shall cause each and every tenant of the
Projects to deliver all payments of rent or other amounts due under the Leases
to the landlord to be paid in accordance with the terms and provisions of the
Lockbox Agreement; (f) shall not enter into any ground lease or master lease of
any part of any Project; (g) shall not further assign or encumber any Lease; (h)
shall not, except with the Administrative Agent's prior written consent, cancel
or accept surrender or termination of any Lease; and (i) shall not, except with
the Administrative Agent's prior written consent, modify or amend any Lease
(except for minor modifications and amendments entered into in the ordinary
course of business, consistent with prudent property management practices, not
affecting the economic terms of the Lease), and any action in violation of
clauses (e), (f), (g), (h) and (i) of this SECTION 5.03 shall be void at the
election of the Administrative Agent in its sole discretion.

         Section 5.04 TENANT ESTOPPELS. At the Administrative Agent's request,
Borrowers shall obtain and furnish to the Administrative Agent (on behalf of the
Lenders), (a) written estoppels in form and substance reasonably satisfactory to
the Administrative Agent, executed by tenants under Leases in each Project and
confirming the term, rent, and other provisions and matters relating to the
Leases and (b) written subordination and attornment agreements, in form and
substance satisfactory to the Administrative Agent, executed by tenants under
leases in the Project, whereby, among other things, such tenants subordinate
their interest in the Project to the Loan Documents and agree to attorn to the
Administrative Agent (on behalf of the Lenders) and its successors and assigns
upon foreclosure or other transfer of the Project after an Event of Default.


                                       46
<PAGE>


                                    ARTICLE 6
                         REPRESENTATIONS AND WARRANTIES

         Each Borrower represents and warrants to the Administrative Agent and
the Lenders as to itself that:

         Section 6.01 ORGANIZATION AND POWER. Borrower and each Borrower Party
is duly organized, validly existing and in good standing under the laws of the
state of its formation or existence, and each Borrower is in compliance with all
legal requirements applicable to doing business in the state where each Project
owned by the applicable Borrower is located. Borrower is not a "foreign person"
within the meaning of ss. 1445(f)(3) of the Internal Revenue Code.

         Section 6.02 VALIDITY OF LOAN DOCUMENTS. The execution, delivery and
performance by Borrower and each Borrower Party of the Loan Documents to which
it is a signatory:

                (1) are duly authorized and do not require the consent or
approval of any other party or governmental authority which has not been
obtained; and

                (2) will not violate any law or result in the imposition of any
lien, charge or encumbrance upon the assets of any such party, except as
contemplated by the Loan Documents. The Loan Documents constitute the legal,
valid and binding obligations of Borrowers and each Borrower Party which is a
party thereto, enforceable in accordance with their respective terms, subject to
applicable bankruptcy, insolvency, or similar laws generally affecting the
enforcement of creditors' rights.

         Section 6.03 LIABILITIES; LITIGATION; DEBT.

                (1) The financial statements delivered to the Administrative
Agent by Borrowers and each Borrower Party are true and correct with no
significant change since the date of preparation. Except as disclosed in such
financial statements, (i) there are no liabilities (fixed or contingent)
affecting any Project other than customary liabilities related to the ownership
of real estate, such as leases, management, landscape and maintenance contracts,
and (ii) there are no liabilities (fixed or contingent) affecting Borrowers or
any Borrower Party required to be disclosed according to GAAP that have not been
disclosed in such financial statements. Except as disclosed in such financial
statements or as disclosed on SCHEDULE 6.03 annexed hereto, there is no
litigation, administrative proceeding, investigation or other legal action
(including any proceeding under any state or federal bankruptcy or insolvency
law) pending or, to the knowledge of any Borrower, threatened, against any
Project, Borrower or any Borrower Party which if adversely determined could have
a material adverse effect on such party, any Project or the Loans.

                (2) Neither any Borrower nor any Borrower Party is contemplating
either the filing of a petition by it under state or federal bankruptcy or
insolvency laws or the liquidation of all or a major portion of its assets or
property, and neither any Borrower nor any Borrower Party has knowledge of any
Person contemplating the filing of any such petition against it.


                                       47
<PAGE>


         Section 6.04 TAXES AND ASSESSMENTS. Each Project is comprised of one or
more parcels, each of which constitutes a separate tax lot and none of which
constitutes a portion of any other tax lot. To Borrowers' best knowledge, there
are no pending or proposed, special or other assessments for public improvements
or otherwise affecting any Project, nor are there any contemplated improvements
to any Project that may result in such special or other assessments.

         Section 6.05 OTHER AGREEMENTS; DEFAULTS. Except as disclosed on
SCHEDULE 6.05 annexed hereto, neither any Borrower nor any Borrower Party is a
party to any agreement or instrument or subject to any court order, injunction,
permit, or restriction which might adversely affect any Project or the business,
operations, or condition (financial or otherwise) of any Borrower or any
Borrower Party. Except as disclosed on SCHEDULE 6.05 annexed hereto, neither any
Borrower nor any Borrower Party is in violation of any agreement which violation
would have a material adverse effect on any Project, Borrower, or any Borrower
Party or Borrower's or Borrower Party's business, properties, or assets,
operations or condition, financial or otherwise.

         Section 6.06 COMPLIANCE WITH LAW. Each Borrower has all requisite
licenses, permits, franchises, qualifications, certificates of occupancy or
other governmental authorizations to own, lease and operate each Project and
carry on its business except as may be disclosed in written reports delivered to
Administrative Agent prior to the date hereof, and, except for the Immediate
Repairs and as disclosed in the engineering and structural reports delivered by
the Borrowers to the Administrative Agent prior to the Closing Date, to the best
knowledge of Borrowers each Project is in compliance in all material respects
with all applicable legal requirements and is free of structural defects, and
all building systems contained therein are in good working order, subject to
ordinary wear and tear. Except as disclosed on Schedule 6.06 annexed hereto, no
Project constitutes, in whole or in part, a legally non-conforming use under
applicable legal requirements;

                (1) To Borrowers' knowledge, no condemnation has been commenced
or, to Borrowers' knowledge, is contemplated with respect to all or any portion
of any Project or for the relocation of roadways providing access to any
Project; and

                (2) To Borrowers' knowledge, each Project has adequate rights of
access to public ways and is served by adequate water, sewer, sanitary sewer and
storm drain facilities. All public utilities necessary or convenient to the full
use and enjoyment of each Project are located in the public right-of-way
abutting such Project, and all such utilities are connected so as to serve such
Project without passing over other property, except to the extent such other
property is subject to a perpetual easement for such utility benefiting such
Project. All roads necessary for the full utilization of each Project for its
current purpose have been completed and dedicated to public use and accepted by
all governmental authorities.

         Section 6.07 LOCATION OF BORROWER. Each Borrower's principal place of
business and chief executive offices are located at 110 West A Street, San
Diego, California 92101-3711.

         Section 6.08 ERISA. No Borrower has established any pension plan for
employees which would cause such Borrower to be subject to the Employee
Retirement Income Security Act of 1974, as amended.


                                       48
<PAGE>


         Section 6.09 MARGIN STOCK. No part of proceeds of the Loan will be used
for purchasing or acquiring any "margin stock" within the meaning of Regulations
T, U or X of the Board of Governors of the Federal Reserve System.

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

         Section 6.11 SOLVENCY. Giving effect to the Loans, the fair saleable
value of each Borrower's assets exceeds and will, immediately following the
making of the Loans, exceed such Borrower's total liabilities, including,
without limitation, subordinated, unliquidated, disputed and contingent
liabilities. The fair saleable value of each Borrower's assets is and will,
immediately following the making of the Loans, be greater than such Borrower's
probable liabilities, including the maximum amount of its contingent liabilities
on its Debts as such Debts become absolute and matured. Each Borrower's assets
do not and, immediately following the making of the Loan will not, constitute
unreasonably small capital to carry out its business as conducted or as proposed
to be conducted. Each Borrower does not intend to, and does not believe that it
will, incur Debts and liabilities (including contingent liabilities and other
commitments) beyond its ability to pay such Debts as they mature (taking into
account the timing and amounts of cash to be received by each Borrower and the
amounts to be payable on or in respect of obligations of each Borrower).

         Section 6.12 FULL AND ACCURATE DISCLOSURE. Subject to any qualification
to such statement as to the knowledge of Borrowers or Borrower Parties, no
statement of fact made by or on behalf of any Borrower or any Borrower Party in
this Agreement or in any of the other Loan Documents contains any untrue
statement of a material fact or omits to state any material fact necessary to
make statements contained herein or therein not misleading. There is no fact
presently known to any Borrower which has not been disclosed to the
Administrative Agent which adversely affects, nor as far as any Borrower can
foresee, might adversely affect, in any material respect any Project or the
business, operations or condition (financial or otherwise) of any Borrower or
any Borrower Party.

         Section 6.13 SINGLE PURPOSE ENTITY. Each Borrower (other than BPOP) is
and has at all times since its formation been a Single Purpose Entity.

         Section 6.14 MANAGEMENT AGREEMENT. The Management Agreements are the
only management agreement in existence with respect to the operation or
management of the Projects. The copies of the Management Agreements delivered to
the Administrative Agent are true and correct, and such agreements have not been
amended or modified. To the best of Borrowers' knowledge, neither party to such
agreement is in default under such agreement and the applicable Manager has no
defense, offset right or other right to withhold performance under or terminate
such agreement.

         Section 6.15 YEAR 2000 COMPLIANCE. The Borrowers are aware of the
potential effect of the problem generally known as "Year 2000 computer-related
dysfunction" ("YEAR 2000 PROBLEM"). All computers and computer-dependent systems
of each Borrower, and to the best


                                       49
<PAGE>


knowledge of each Borrower, its suppliers and vendors, and such systems used in
or in connection with the Projects, are, or will be, on or before December 1,
1999, able to function notwithstanding Year 2000 Problem. The Borrowers will
promptly notify the Administrative Agent in the event any Borrower discovers or
determines that any of the above-referenced computers or systems will not be
Year 2000 compliant prior to December 1, 1999.

         Section 6.16 JV PROPERTIES; NO LIENS

         Other than with respect to the deed of trust on the Point Loma property
in the approximate outstanding principal amount of $14,250,000, there are no
Liens on the JV Properties other than mechanics' liens and other minor
encumbrances that, as to any JV Property, are not material.

         Section 6.17 LEASEHOLD PROPERTIES

         Other than the Leasehold Property Leases described on EXHIBIT F,
attached hereto and made a part hereof, no Project is subject to any ground
leases or any other leases where a Borrower is the lessee thereunder. The
Borrowers have delivered to the Administrative Agent (on behalf of the Lenders)
true, correct and complete copies of all Leasehold Property Leases on or prior
to the date hereof. With respect to the Leasehold Property Leases described on
EXHIBIT F, except as set forth on SCHEDULE 6.17 annexed hereto:

                (1) Each such Leasehold Property Lease or memorandum thereof,
including all amendments and modifications thereto, or a separate agreement
signed by the applicable lessor has been duly recorded; each such Leasehold
Property Lease by its terms (or pursuant to a written consent from the
applicable lessor thereunder which has been obtained) permits the interest of
the respective Borrower to be encumbered by the applicable Mortgage; and there
has been no material change in the terms of such Leasehold Property Lease since
its recordation other than as set forth in EXHIBIT F;

                (2) Except shown on the applicable Title Policy, no Leasehold
Property Lease is subject to any Liens or encumbrances other than the related
Mortgage;

                (3) Each such Leasehold Property Lease is valid and subsisting
and is in full force and effect in accordance with its terms and no uncured
event of default or event or condition which, with the giving of notice, the
passage of time or both, would constitute an event of default has occurred under
such Leasehold Property Lease;

                (4) The Mortgage encumbering each Leasehold Property Lease
conforms and complies with such Leasehold Property Lease (or applicable written
consent from the lessor thereunder), does not constitute a violation or default
under such Leasehold Property Lease, and is and shall at all times constitute a
valid Lien on the relevant Borrower's entire estate under such Leasehold
Property Lease;

                (5) All Leasehold Property Rent due and payable through and
including the Closing Date has been paid; and


                                       50
<PAGE>


                (6) All material terms, conditions, and agreements contained in
the Leasehold Property Leases have been performed to the extent they apply to
periods through and including the Closing Date.

         Section 6.18 REIT MATTERS. BPPI has, at all times during its existence,
met the requirements for qualification and taxation as a REIT under the Code
and, to the best knowledge of BPPI, its method of operation will enable it to
continue to meet the requirements for qualification and taxation as a REIT under
the Code.

                                    ARTICLE 7
                    FINANCIAL REPORTING; FINANCIAL COVENANTS

         Section 7.01 FINANCIAL STATEMENTS.

                (1) Intentionally Omitted.

                (2) QUARTERLY REPORTS. Within forty-five (45) days after the end
of each calendar quarter, the Borrowers shall furnish to the Administrative
Agent (on behalf of the Lenders) a detailed operating statement (showing
quarterly activity and year-to-date) stating Operating Revenues, Operating
Expenses, operating income and net cash flow for the calendar quarter just ended
including a comparison of such Operating Revenues and Operating Expenses to
budget. Each such quarterly report shall also include calculations certified by
Borrower for such quarter of each of the financial covenants contained in
SECTION 7.06 through SECTION 7.12, inclusive, together with sufficient
information for Administrative Agent to make the determinations provided for in
such sections.

                (3) ANNUAL REPORTS. Within ninety (90) days after the end of
each fiscal year of the Borrowers' operation of each Project, the Borrowers
shall furnish to the Administrative Agent (on behalf of the Lenders) a current
(as of the end of such fiscal year) balance sheet, a detailed operating
statement stating Operating Revenues, Operating Expenses, and net cash flow for
the Borrowers and each of the Projects, and, if required by the Administrative
Agent, prepared on a review basis and certified by an independent public
accountant satisfactory to the Administrative Agent.

                (4) CERTIFICATION; SUPPORTING DOCUMENTATION. Each such financial
statement shall be in scope and detail satisfactory to the Administrative Agent
and certified by the chief financial representative of Borrowers.

         Section 7.02 ACCOUNTING PRINCIPLES. All financial statements shall be
prepared in accordance with sound accounting principles applicable to commercial
real estate, consistently applied from year to year. If the financial statements
are prepared on an accrual basis, such statements shall be accompanied by a
reconciliation to cash basis accounting principles.

         Section 7.03 OTHER INFORMATION. The Borrowers shall deliver to the
Administrative Agent such additional information regarding any Borrower, its
subsidiaries, its business, any Borrower Party, the JV Entities, the JV
Properties and the Projects within thirty (30) days after the Administrative
Agent's request therefor.


                                       51
<PAGE>


         Section 7.04 ANNUAL BUDGET. At least fifteen (15) days prior to the
commencement of each fiscal year, the Borrowers will provide to the
Administrative Agent (on behalf of the Lenders) its proposed annual operating
and capital improvements budget for the Projects, and the JV Properties for such
fiscal year for review and approval by Lender.

         Section 7.05 AUDITS. The Administrative Agent shall have the right to
choose and appoint a certified public accountant to perform financial audits as
it deems necessary, at Borrowers' expense if Borrowers shall fail to deliver the
reports and materials provided for in SECTION 7.01 above and such failure shall
continue beyond the period set forth in this Agreement for the cure of covenants
hereunder. The Borrowers shall permit the Administrative Agent to examine such
records, books and papers of Borrowers which reflect upon their financial
condition and the income and expense relative to any Project.

         Section 7.06 FIXED CHARGE COVERAGE RATIO. The Fixed Charge Coverage
Ratio as of the end of each fiscal quarter shall be not less than 1.50 to 1.00
as confirmed by Administrative Agent.

         Section 7.07 INTEREST COVERAGE RATIO. The Interest Coverage Ratio as of
the end of each fiscal quarter shall be not less than 1.75 to 1.00 as confirmed
by Administrative Agent.

         Section 7.08 CONSOLIDATED LOAN TO VALUE RATIO. The Consolidated Loan to
Value Ratio as of the end of each fiscal quarter shall not exceed 65% as
confirmed by Administrative Agent based on the last four (4) completed fiscal
quarters on a trailing four (4) quarter basis.

         Section 7.09 LEVERAGE RATIO. The Leverage Ratio as of the end of each
fiscal quarter shall be not less than 8.00 to 1.00 as confirmed by
Administrative Agent based on the last four (4) completed fiscal quarters on a
trailing four (4) quarter basis.

         Section 7.10 NET WORTH REQUIREMENT. The Borrower Net Worth as of the
end of each fiscal quarter shall be in an amount at least equal to eighty-five
(85%) of the sum of (a) the Borrower Net Worth as of the date hereof and (b) the
net proceeds of any Equity Offerings made after the date hereof, as confirmed by
Administrative Agent based on the last four (4) completed fiscal quarters on a
trailing four (4) quarter basis.

         Section 7.11 PORTFOLIO COVENANTS. With respect to the Projects, as of
the end of each fiscal quarter (i) the Debt Service Coverage shall be at least
1.2 to 1.00 and (ii) Cash on Cash Return shall be at least 11% as determined by
Administrative Agent (on behalf of the Lender).

         Section 7.12 JV COVENANTS. As of the end of each fiscal quarter, BPP
Retail shall have a ratio, expressed as a percentage of Debt to Book Value equal
to or less than fifty percent (50%).

                                    ARTICLE 8
                                    COVENANTS

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


                                       52
<PAGE>


         Section 8.01 DUE ON SALE AND ENCUMBRANCE; TRANSFERS OF INTERESTS.
Without the prior written consent of the Administrative Agent and the Lender (to
the extent required under SECTION 11.02 hereof), except in connection with
Partial Releases permitted under this Agreement:

                (1) Neither any Borrower nor any other Person having a direct or
indirect ownership or beneficial interest in any Borrower, in BPE, or in either
P&V Owner shall (a) directly or indirectly sell, transfer, convey, mortgage,
pledge, or assign any interest in any Project or any part thereof or any
partnership or any other ownership interest in any Borrower, BPE or either P&V
Owner, or any rights to receive distributions from BPE, BPOP or the P&V Owners;
(b) further encumber, alienate, grant a Lien or grant any other interest in any
Project or any part thereof or any partnership or other ownership interest in
any Borrower, BPE or either P&V Owner, or any rights to receive distributions
from BPE, BPOP or the P&V Owners, whether voluntarily or involuntarily; or (c)
enter into any easement or other agreement granting rights in or restricting the
use or development of any Project (except for immaterial utilities and the like)
or permit the same or agree to the same.

                (2) No new general partner, member, or limited partner having
the ability to Control the affairs of any Borrower, BPE or either P&V Owner
shall be admitted to or created in any Borrower, BPE or either P&V Owner (nor
shall any existing general partner or member or Controlling limited partner
withdraw from any Borrower, BPE or either P&V Owner ), and no change in the
organizational documents of any Borrower, BPE or either P&V Owner relating to
Control over such Borrower, BPE or either P&V Owner and/or any Project shall be
effected.

                (3) BPPI shall at all times, whether directly or indirectly,
Control the Borrowers, BPE, the P&V Owner and the operation and management of
the Projects, the JV Properties and the P&V Sale Properties.

                (4) As used in this SECTION 8.01, "transfer" shall include the
sale, transfer, conveyance, mortgage, pledge, or assignment of the legal or
beneficial ownership of (a) any Project, (b) any partnership interest in any
partner in any Borrower that is a partnership, (c) any voting stock in any
partner in Borrower that is a corporation, and (d) any membership interest of a
member of any Borrower that is a limited liability company; PROVIDED, HOWEVER,
THAT, "transfer" shall not include (i) the leasing of individual units within
any Project so long as the Borrowers comply with the provisions of the Loan
Documents relating to such leasing activity, (ii) the sale, transfer, pledge or
assignment of any limited partnership interest or non-managing member interest
in any Borrower or Borrower Party or in any direct or indirect general managing
member of any Borrower or Borrower Party, (iii) the creation of any Lien on any
Non-Mortgaged Properties other than the P&V Sale Properties, or (iv) the sale,
transfer, pledge or assignment of any beneficial ownership interests in BPPI,
(v) so long as there is no violation of SECTIONS 8.01(2), 8.01(3) and 8.03 after
giving effect to the transactions described in clauses (i) through (iv) of this
Section 8.01(4).

         Section 8.02 TAXES; CHARGES. The Borrowers shall pay, before any fine,
penalty, interest or cost may be added thereto, and shall not enter into any
agreement to defer, any real estate taxes and assessments, franchise taxes and
charges, and other governmental charges that may become a Lien upon any Project
or become payable during the term of the Loans, and will


                                       53
<PAGE>


promptly furnish the Administrative Agent with evidence of such payment;
however, (i) the Borrowers may unless such taxes have become a Lien on any
Project and, in all cases, before any penalty or interest accrues thereon,
contest (or continue to contest) the validity or amount of any such taxes or any
related tax assessment so long as (a) the Borrowers notify the Administrative
Agent that they intend to contest such taxes, (b) Borrowers are diligently
contesting the same by appropriate legal proceedings in good faith and at its
own expense and (c) adequate reserve or other appropriate provision shall have
been made therefor to the extent required by GAAP, the Borrowers' compliance
with SECTION 3.04 of this Agreement relating to impounds for taxes and
assessments shall, with respect to payment of such taxes and assessments, be
deemed compliance with this SECTION 8.02. The Borrowers shall not suffer or
permit the joint assessment of any Project with any other real property
constituting a separate tax lot or with any other real or personal property. The
Borrowers shall pay when due all claims and demands of mechanics, materialmen,
laborers and others which, if unpaid, might result in a Lien on any Project;
however, the Borrowers may contest the validity of such claims and demands so
long as (a) the Borrowers notify the Administrative Agent that they intend to
contest such claim or demand, (b) the Borrowers provide the Administrative Agent
with an indemnity, bond or other security satisfactory to the Administrative
Agent (including an endorsement to the Administrative Agent's title insurance
policy insuring against such claim or demand) assuring the discharge of the
Borrowers' obligations for such claims and demands, including interest and
penalties, and (c) the Borrowers are diligently contesting the same by
appropriate legal proceedings in good faith and at its own expense and concludes
such contest prior to the tenth (10th) day preceding the earlier to occur of the
Maturity Date or the date on which such Project is scheduled to be sold for
non-payment.

         Section 8.03 CONTROL; MANAGEMENT. There shall be no change in the
day-to-day Control and management of any Borrower or Borrower Party without the
prior written consent of the Administrative Agent; provided, however, that a
change in the day-to-day control and management of any Borrower, BPE or either
P&V Owner shall not be deemed to have occurred hereunder if and for so long as
BPPI has direct or indirect Control over the Borrowers, BPE and the P&V Owners.
The Borrowers shall not terminate, replace or appoint any Manager or terminate
or amend any Management Agreement for the Projects without the Administrative
Agent's prior written approval which approval shall not be unreasonably,
withheld, delayed or conditioned. Any change in ownership or Control of the
Manager shall be cause for the Administrative Agent to re-approve such Manager
and Management Agreement. If at any time the Administrative Agent consents to
the appointment of a new manager, such new manager and the applicable Borrower
shall, as a condition of the Administrative Agent's consent, execute a Property
Manager's Consent and Subordination of Management Agreement in the form then
used by the Administrative Agent. Each Manager shall hold and maintain all
necessary licenses, certifications and permits required by law. The Borrowers
shall fully perform all of its covenants, agreements and obligations under each
Management Agreement. The Borrowers shall:

                (1) cause each Manager to perform in all material respects all
of its covenants, agreements and obligations under the applicable Management
Agreements;


                                       54
<PAGE>


                (2) give prompt notice to the Administrative Agent of any
material notice of default under any Management Agreement by Manager when
received or delivered by Manager in connection with or otherwise affecting a
Project together with a complete copy of any such notice;

                (3) not terminate or materially modify, alter or amend the terms
of any Management Agreement in connection with or otherwise affecting a Project
without the prior written consent of the Administrative Agent or as expressly
permitted hereunder;

                (4) not take any action that is in contravention of the Manager
Subordination Agreement and Assignment of Contracts as it relates to the
Management Agreement; and

                (5) appear in and defend any action growing out of or in any
manner connected with any Management Agreement.

         Section 8.04 OPERATION; MAINTENANCE; INSPECTION. The Borrowers shall
observe and comply with all legal requirements applicable to the ownership, use
and operation of each Project, the non-compliance with which may have an adverse
effect on the Borrowers on such Project. The Borrowers shall maintain each
Project in good condition and promptly repair any damage or casualty. The
Borrowers shall permit the Administrative Agent and the Lenders and its agents,
representatives and employees, upon reasonable prior notice to the Borrowers, to
inspect each Project and conduct such environmental and engineering studies as
the Administrative Agent may require, provided such inspections and studies do
not materially interfere with the use and operation of each Project.

         Section 8.05 TAXES ON SECURITY. The Borrowers shall pay all taxes,
charges, filing, registration and recording fees, excises and levies payable
with respect to the Notes or the Liens created or secured by the Loan Documents,
other than income, franchise and doing business taxes imposed on the
Administrative Agent or any Lender. If there shall be enacted any law (a)
deducting the Loans from the value of the Projects for the purpose of taxation,
(b) affecting any Lien on any Project, or (c) changing existing laws of taxation
of mortgages, deeds of trust, security deeds, or debts secured by real property,
or changing the manner of collecting any such taxes, the Borrowers shall
promptly pay to the Administrative Agent, on demand, all taxes, costs and
charges for which the Administrative Agent or any Lender is or may be liable as
a result thereof; however, if such payment would be prohibited by law or would
render the Loan usurious, then instead of collecting such payment, the
Administrative Agent may (and on request of the Majority Lenders shall) declare
all amounts owing under the Loan Documents to be immediately due and payable.

         Section 8.06 LEGAL EXISTENCE; NAME, ETC. The Borrowers and each
Borrower Party shall preserve and keep in full force and effect, entity status,
franchises, rights and privileges under the laws of the state of its formation,
and all qualifications, licenses and permits applicable to the ownership, use
and operation of each Project or its assets, as applicable. Neither the
Borrowers nor any Borrower Party shall wind up, liquidate, dissolve, reorganize,
merge, or consolidate with or into, or convey, sell, assign, transfer, lease, or
otherwise dispose of all or substantially all of its assets, or acquire all or
substantially all of the assets of the business of any Person, or permit any
Subsidiary or Affiliate of any Borrower to do so. The Borrowers and each


                                       55
<PAGE>


Borrower Party shall conduct business only in its own names and shall not change
such name, identity, or organizational structure, or the location of its chief
executive office or principal place of business unless the Borrowers or such
Borrower Party (a) shall have obtained the prior written consent of the
Administrative Agent to such change, and (b) shall have taken all actions
necessary or requested by the Administrative Agent to file or amend any
financing statement or continuation statement to assure perfection and
continuation of perfection of security interests under the Loan Documents. For
so long as the Projects owned by Cameron and Riley remain as Projects hereunder,
Cameron and Riley shall maintain their existence as Single Purpose Entities.

         Section 8.07 AFFILIATE TRANSACTIONS. Without the prior written consent
of the Administrative Agent, no Borrower shall engage in any transaction
affecting any Project with any Affiliate of the Borrowers except for
transactions for necessary and customary services for the operation and
ownership of commercial real property at no more than normal and customary
market rates payable to third parties for such services and provided that no
contract for any such services shall have a term of greater than one (1) year;

         Section 8.08 LIMITATION ON OTHER DEBT. Neither BPPI nor any of its
respective Subsidiaries shall guarantee, incur or assume any Debt (other than
with respect to the Loans and any guarantees currently existing on a nonrecourse
basis as of the date hereof which has been disclosed to the Administrative Agent
in writing prior to the Closing Date) of any Person on a recourse basis, in
excess of $95,000,000 in the aggregate.

         Section 8.09 FURTHER ASSURANCES. The Borrowers shall promptly (a) cure
any defects in the execution and delivery of the Loan Documents, and (b) execute
and deliver, or cause to be executed and delivered, all such other documents,
agreements and instruments as the Administrative Agent may reasonably request to
further evidence and more fully describe the collateral for the Loans, to
correct any omissions in the Loan Documents, to perfect, protect or preserve any
liens created under any of the Loan Documents, or to make any recordings, file
any notices, or obtain any consents, as may be necessary or appropriate in
connection therewith.

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

         Section 8.11 NOTICE OF CERTAIN EVENTS. The Borrowers shall promptly
notify the Administrative Agent of (a) any Potential Default or Event of
Default, together with a detailed statement of the steps being taken to cure
such Potential Default or Event of Default; (b) any notice of default received
by Borrowers under other obligations relating to any Project or otherwise
material to the Borrowers' business; and (c) any threatened or pending legal,
judicial or regulatory proceedings, including any dispute between any Borrower
and any governmental authority, affecting any Borrower or any Project.

         Section 8.12 INDEMNIFICATION. The Borrowers shall indemnify, defend and
hold the Administrative Agent and each Lender harmless from and against any and
all losses, liabilities,


                                       56
<PAGE>


claims, damages, expenses, obligations, penalties, actions, judgments, suits,
costs or disbursements of any kind or nature whatsoever, including the
reasonable fees and actual expenses of their counsel, which may be imposed upon,
asserted against or incurred by any of them relating to or arising out of (1)
any Project or (2) any of the Loan Documents or the transactions contemplated
thereby, including, without limitation, (a) any accident, injury to or death of
persons or loss of or damage to property occurring in, on or about any of the
Project or any part thereof or on the adjoining sidewalks, curbs, adjacent
property or adjacent parking areas, streets or ways, (b) any inspection, review
or testing of or with respect to the Project, (c) any investigative,
administrative, mediation, arbitration, or judicial proceeding, whether or not
the Administrative Agent or any Lender is designated a party thereto, commenced
or threatened at any time (including after the repayment of the Loans) in any
way related to the execution, delivery or performance of any Loan Document or to
the Projects, (d) any proceeding instituted by any Person claiming a Lien with
respect to one or more Projects or any other security or collateral granted by
the Borrowers to the Administrative Agent or the Lenders, and (e) any brokerage
commissions or finder's fees claimed by any broker or other party in connection
with the Loans, the Projects, or any of the transactions contemplated in the
Loan Documents, including those arising from the joint, concurrent, or
comparative negligence of the Administrative Agent or any Lender, except to the
extent any of the foregoing is caused by the Administrative Agent's or any
Lender's gross negligence or willful misconduct.

         Section 8.13 P&V SALE PROPERTIES. The Borrowers shall (or shall cause
the applicable owner of the P&V Sale Properties to) use its best efforts to
market and sell the P&V Sale Properties to third party purchasers. Upon the
consummation of any sale of a P&V Sale Property, the Borrowers shall promptly
pay to the Administrative Agent (on behalf of the Lenders) any and all P&V Net
Sales Proceeds that it receives to be applied in accordance with SECTION 2.03(2)
hereof.

         Section 8.14 LEASEHOLD PROPERTY LEASES. The Borrowers shall pay,
promptly when due and payable before default (before the commencement of any
"cure" or "grace" period), any and all Leasehold Property Rent. Upon notice from
the Administrative Agent (which may only be given after the occurrence of an
Event of Default or Potential Default), simultaneously with the making of each
and every payment of Leasehold Property Rent payable after the delivery of such
notice, the applicable Borrower shall simultaneously deliver to the
Administrative Agent a copy of the check in the amount of such payment delivered
to the payee.

                (1) The Borrowers shall perform and observe (before the
commencement of any "cure" or "grace" period) all material terms, covenants, and
conditions that any Borrower is required to perform and observe under the
applicable Leasehold Property Lease and do everything necessary to preserve and
to keep unimpaired and in full force and effect the applicable Leasehold
Property Lease. No Borrower shall permit any Leasehold Property Lease to go into
default (whether or not any cure period in the Leasehold Property Lease has
expired).

                (2) The Borrowers shall enforce the material obligations of the
applicable lessor under each Leasehold Property Lease so that such Borrower may
at all times enjoy all its rights, benefits and privileges under the applicable
Leasehold Property Lease.


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<PAGE>


                (3) The Borrowers shall not, without the Administrative Agent's
consents, cause, agree to, permit or suffer, to occur any Leasehold Property
Lease Impairment. Any Leasehold Property Lease Impairment made without the
Administrative Agent's consent shall be null, void, and of no force and effect.
Any party entering into or purportedly obtaining the benefit of such a purported
Leasehold Property Lease Impairment is hereby placed on notice that no Borrower
has the power or authority to cause, consent, or agree to such Leasehold
Property Lease Impairment without the Administrative Agent's consent.

                (4) The Borrowers shall promptly deliver to the Administrative
Agent a copy of any notice of default or termination, or demand for performance
(other than routine bills for current Leasehold Property Rent) that it receives
from any lessor under a Leasehold Property Lease. Each Borrower shall furnish to
the Administrative Agent all information that any Lender may reasonably request
from time to time concerning the Leasehold Property Leases and such Borrower's
compliance with the Leasehold Property Leases. Each Borrower, immediately upon
learning that any lessor under a Leasehold Property Lease has failed to perform
any of the material terms and provisions under any Leasehold Property Lease
(including by reason of a rejection of disaffirmance or purported rejection or
disaffirmance of such Leasehold Property Lease pursuant to any state or federal
bankruptcy law), shall notify the Administrative Agent thereof. Promptly after
the Closing Date, and again promptly after execution of any amendment to the
related Mortgage, each Borrower shall notify the applicable lessor of the
execution and delivery of the related Mortgage or such amendment. Such notice
shall set forth, verbatim, in a form satisfactory to the Administrative Agent,
all provisions of the related leasehold Mortgage relating to Leasehold Property
Lease Impairments. The Administrative Agent shall have the right, but not the
obligation, to give any lessor under a Leasehold Property Lease at any time any
notice described in this paragraph or otherwise relating to the related
Mortgage.

                (5) The Borrowers shall promptly notify the Administrative Agent
of any request that any party to a Leasehold Property Lease makes for
arbitration or other dispute resolution procedure pursuant to such Leasehold
Property Lease and of the institution of any such arbitration or dispute
resolution. The Borrowers hereby authorize the Administrative Agent to
participate in any such arbitration or dispute resolution. Such participation
may, after the occurrence of an Event of Default or any Potential Default or, in
the event the Administrative Agent determines in good faith that its Lien or
Mortgage is threatened, at the Administrative Agent's option, be to the
exclusion of, and in place of, any Borrower. The Borrowers shall promptly
deliver to the Administrative Agent a copy of the determination of each such
arbitration or dispute resolution mechanism.

                (6) If the Administrative Agent or its designee shall acquire or
obtain a New Leasehold Property Lease, then no Borrower shall have any right,
title or interest whatsoever in or to such New Leasehold Property Lease, or any
proceeds or income arising from the estate arising under any such New Leasehold
Property Lease, including from any sale or other disposition thereof. The
Administrative Agent or its designee shall hold such New Leasehold Property
Lease free and clear of any right or claim of any Borrower.

                (7) No Borrower shall elect to treat any Leasehold Property
Lease as terminated, cancelled or surrendered pursuant to the applicable
provisions of Title 11, United States Code, or any other similar state or
federal statute for the relief of debtors, including any


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<PAGE>


assignment for the benefit of creditors or similar proceeding (including, but
not limited to, Section 365(h)(1) thereof)(a "BANKRUPTCY PROCEEDING") without
the Administrative Agent's prior written consent in the event of a Bankruptcy
Proceeding affecting the lessor under any Leasehold Property Lease. In addition,
the Borrowers shall, in the event of any Bankruptcy Proceeding affecting any
lessor under any Leasehold Property Lease, reaffirm and ratify the legality,
validity, binding effect and enforceability of the Leasehold Property Lease and
shall remain in possession of the Project and the leasehold estate created by
the Leasehold Property Lease, notwithstanding any rejection thereof by the
lessor under the Leasehold Property Lease or any trustee, custodian or receiver.

                (8) Borrowers shall give the Administrative Agent not less than
forty-five (45) days' prior written notice of the date on which any Borrower
shall apply to any court or other governmental authority for authority and
permission to reject any Leasehold Property Lease in the event that there shall
be filed by or against any Borrower any petition, action or proceeding under
Title 11, United States Code or under any other similar federal or state law now
or hereafter in effect and if such Borrower determines to reject the Leasehold
Property Lease, the Administrative Agent shall have the right, but not the
obligation, to serve upon such Borrower within such forty-five (45) day period a
notice stating that (i) the Administrative Agent demands that such Borrower
assume and assign the Leasehold Property Lease to the Administrative Agent
subject to and in accordance with Title 11, United States Code or any other
similar federal or state law now or hereafter in effect and (ii) the Borrowers
covenant to cure or provide reasonably adequate assurance thereof with respect
to all defaults reasonably susceptible of being cured by the Administrative
Agent (on behalf of the Lenders) and of future performance under the Leasehold
Property Lease. If the Administrative Agent serves upon such Borrower the notice
described above, such Borrower shall not seek to reject the Leasehold Property
Lease and shall comply with the demand provided for in clause (i) above within
five (5) Business Days after the notice shall have been given by the
Administrative Agent.

                (9) The Administrative Agent (on behalf of the Lenders) shall
have the right, but not the obligation, to proceed in its own name or in the
name of any Borrower in respect of any claim, suit, action or proceeding
relating to the rejection of any Leasehold Property Lease by the lessor
thereunder as a result of a Bankruptcy Proceeding affecting any such lessor
including, but not limited to, the right to file and prosecute, to the exclusion
of Borrowers, any and all proofs of claims, complaints, notices and other
documents in any case in respect of the lessor thereunder and pursuant to Title
11, United States Code or any other similar federal or state law now or
hereafter in effect.

         Section 8.15 REIT MATTERS; DISTRIBUTIONS. Except as may be otherwise
expressly permitted by this Agreement, neither any Borrower, nor any Borrower
Party shall make any distributions or declare or pay any cash or non-cash
dividends (including making any special distributions arising in connection with
the sale of any of the real property assets of any of the Borrowers or in
connection with any capital events) without the prior written consent of the
Administrative Agent, PROVIDED, HOWEVER, THAT, Administrative Agent (on behalf
of the Lenders) hereby consents to Cameron and Riley making distributions of any
or all such proceeds to BPOP, and all such Persons may make distributions and
declare or pay any such dividends necessary to


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<PAGE>


enable BPPI to satisfy the requirements for maintaining its qualification as a
REIT under the Code.

         Section 8.16 INVESTMENT RESTRICTIONS. Subject to the limitations set
forth herein, BPPI shall not at any time make or own any Investment in any
Person that purchases, leases or owns any real property or other asset, except
for Investments in retail shopping center properties and except as follows:

         (a) Investments in unimproved land not to exceed 2.5% of total assets
or $25,000,000;

         (b) Investments in office buildings and related parking facilities not
to exceed 5% of total assets or $50,000,000;

         (c) Investments in notes of any Person, which notes are secured by
mortgages or deeds of trust on any real properties located in the United States
not to exceed 2.5% of total assets or $25,000,000; and

         (d) Investments in real property that is under construction or
development as a retail shopping center (but excluding tenant improvements and
rehabilitation projects), and in any case not to exceed 10% of total assets or
$100,000,000.

         Section 8.17 NO STOCK REPURCHASE. No Advances of the Loans shall be
used by the Borrowers, any Borrower Party or its Affiliates for the purposes of
purchasing or repurchasing any outstanding shares of stock or other equity or
debt securities of BPPI. The Borrowers and any Borrower Party shall not be
permitted to purchase the Stock or other equity or debt securities of BPPI,
until after the sale of the P&V Sale Properties to a third-party in an
arms-length transaction and the application of the P&V Net Sales Proceeds in
accordance with the provisions of SECTION 2.03(2) hereof.

                                    ARTICLE 9
                                EVENTS OF DEFAULT

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

         Section 9.01 PAYMENTS. The Borrowers' failure to pay any regularly
scheduled installment of principal, interest or other amount due under the Loan
Documents within five (5) days after the date when due, or the Borrowers'
failure to pay the Loans at the Maturity Date, whether by acceleration or
otherwise.

         Section 9.02 INSURANCE. Borrowers' failure to maintain insurance as
required under SECTION 3.01 of this Agreement.

         Section 9.03 SALE, ENCUMBRANCE, ETC. Subject to the terms and
provisions of SECTION 2.04 hereof, the sale, transfer, conveyance, pledge,
mortgage or assignment of any part or all of any Project, or any interest
therein, or of any interest in Borrower in violation of SECTION 8.01 of this
Agreement.


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<PAGE>


         Section 9.04 SINGLE PURPOSE ENTITY. If Cameron or Riley breaches its
covenant under SECTION 6.13 hereof.

         Section 9.05 TAXES. If any of the Taxes are not paid when the same are
due and payable, subject to the Borrowers' right to contest such payments as
provided in, and subject to the conditions in, SECTION 8.02 hereof.

         Section 9.06 REPRESENTATIONS AND WARRANTIES. Any representation or
warranty made in any Loan Document proves to be untrue in any material respect
when made or deemed made.

         Section 9.07 OTHER ENCUMBRANCES. Any default under any document or
instrument, other than the Loan Documents, evidencing or creating a Lien on a
Project or any part thereof, which default continues beyond any applicable
notice and cure period.

         Section 9.08 INVOLUNTARY BANKRUPTCY OR OTHER PROCEEDING. Commencement
of an involuntary case or other proceeding against any Borrower or any Borrower
Party (each, a "BANKRUPTCY PARTY") which seeks liquidation, reorganization or
other relief with respect to it or its debts or other liabilities under any
bankruptcy, insolvency or other similar law now or hereafter in effect or seeks
the appointment of a trustee, receiver, liquidator, custodian or other similar
official of it or any of its property, and such involuntary case or other
proceeding shall remain undismissed or unstayed for a period of sixty (60) days;
or an order for relief against a Bankruptcy Party shall be entered in any such
case under the Federal Bankruptcy Code.

         Section 9.09 VOLUNTARY PETITIONS, ETC. Commencement by a Bankruptcy
Party of a voluntary case or other proceeding seeking liquidation,
reorganization or other relief with respect to itself or its Debts or other
liabilities under any bankruptcy, insolvency or other similar law or seeking the
appointment of a trustee, receiver, liquidator, custodian or other similar
official for it or any of its property, or consent by a Bankruptcy Party to any
such relief or to the appointment of or taking possession by any such official
in an involuntary case or other proceeding commenced against it, or the making
by a Bankruptcy Party of a general assignment for the benefit of creditors, or
the failure by a Bankruptcy Party, or the admission by a Bankruptcy Party in
writing of its inability, to pay its debts generally as they become due, or any
action by a Bankruptcy Party to authorize or effect any of the foregoing.

         Section 9.10 CHASE FACILITY. An event of default shall have occurred
under the Chase Loan Facility and any other agreements or loan documents
executed in connection therewith.

         Section 9.11 IMMEDIATE REPAIRS. Borrowers failure to complete all of
the Immediate Repairs by March 31, 2000, to the satisfaction of the
Administrative Agent (on behalf of the Lenders).

         Section 9.12 COVENANTS. Any Borrower's failure to perform or observe
any of the agreements and covenants contained in this Agreement or in any of the
other Loan Documents and not specified above, and the continuance of such
failure for ten (10) days after notice by the Administrative Agent to any
Borrower; however, subject to any shorter period for curing any failure by any
Borrower as specified in any of the other Loan Documents, Borrowers shall have
an additional forty-five (45) days to cure such failure if (a) such failure does
not involve the


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<PAGE>


failure to make payments on a monetary obligation; (b) such failure cannot
reasonably be cured within ten (10) days; (c) such Borrower is diligently
undertaking to cure such default, and (d) such Borrower has provided the
Administrative Agent with security reasonably satisfactory to the Administrative
Agent against any interruption of payment or impairment of collateral as a
result of such continuing failure. The notice and cure provisions of this
SECTION 9.12 do not apply to the Events of Default described in SECTION 9.01
through SECTION 9.11 hereof.

                                   ARTICLE 10
                                    REMEDIES

         Section 10.01 REMEDIES - INSOLVENCY EVENTS. Upon the occurrence of any
Event of Default described in SECTION 9.08 or SECTION 9.09, the obligations of
the Lenders to advance amounts hereunder shall immediately terminate, and all
amounts due under the Loan Documents immediately shall become due and payable,
all without written notice and without presentment, demand, protest, notice of
protest or dishonor, notice of intent to accelerate the maturity thereof, notice
of acceleration of the maturity thereof, or any other notice of default of any
kind, all of which are hereby expressly waived by the Borrowers; however, if the
Bankruptcy Party under SECTION 9.08 or SECTION 9.09 is other than any Borrower,
then all amounts due under the Loan Documents shall become immediately due and
payable at the Administrative Agent's election, in the Administrative Agent's
sole discretion.

         Section 10.02 REMEDIES - OTHER EVENTS. Except as set forth in SECTION
10.01 above, while any Event of Default exists, the Administrative Agent may (a)
by written notice to the Borrowers, declare the entire amount of the Loans to be
immediately due and payable without presentment, demand, protest, notice of
protest or dishonor, notice of intent to accelerate the maturity thereof, notice
of acceleration of the maturity thereof, or other notice of default of any kind,
all of which are hereby expressly waived by the Borrowers, (b) terminate the
obligation, if any, of the Lenders to advance amounts hereunder, and (c)
exercise all rights and remedies therefor under the Loan Documents and at law or
in equity.

         Section 10.03 LENDER'S RIGHT TO PERFORM THE OBLIGATIONS. If the
Borrowers shall fail, refuse or neglect to make any payment or perform any act
required by the Loan Documents, then while any Event of Default exists, and
without notice to or demand upon the Borrowers and without waiving or releasing
any other right, remedy or recourse the Administrative Agent or any Lender may
have because of such Event of Default, the Administrative Agent may (but shall
not be obligated to) make such payment or perform such act for the account of
and at the expense of the Borrowers, and shall have the right to enter upon the
Projects for such purpose and to take all such action thereon and with respect
to the Projects as it may deem necessary or appropriate. If the Administrative
Agent shall elect to pay any sum due with reference to the Projects, the
Administrative Agent may do so in reliance on any bill, statement or assessment
procured from the appropriate governmental authority or other issuer thereof
without inquiring into the accuracy or validity thereof. Similarly, in making
any payments to protect the security intended to be created by the Loan
Documents, the Administrative Agent shall not be bound to inquire into the
validity of any apparent or threatened adverse title, lien, encumbrance, claim
or charge before making an advance for the purpose of preventing or removing the
same. Additionally, if any Hazardous Materials affect or threaten to affect any
Project, the Administrative Agent may (but


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<PAGE>


shall not be obligated to) give such notices and take such actions as it deems
necessary or advisable in order to abate the discharge of any Hazardous
Materials or remove the Hazardous Materials. The Borrowers shall indemnify,
defend and hold the Administrative Agent and the Lenders harmless from and
against any and all losses, liabilities, claims, damages, expenses, obligations,
penalties, actions, judgments, suits, costs or disbursements of any kind or
nature whatsoever, including reasonable attorneys' fees, incurred or accruing by
reason of any acts performed by the Administrative Agent or any Lender pursuant
to the provisions of this SECTION 10.03, including those arising from the joint,
concurrent, or comparative negligence of the Administrative Agent and any
Lender, except as a result of the Administrative Agent's or any Lender's gross
negligence or willful misconduct. All sums paid by the Administrative Agent
pursuant to this SECTION 10.03, and all other sums expended by the
Administrative Agent or any Lender to which it shall be entitled to be
indemnified, together with interest thereon at the Default Rate from the date of
such payment or expenditure until paid, shall constitute additions to the Loans,
shall be secured by the Loan Documents and shall be paid by Borrower to the
Administrative Agent upon demand.

                                   ARTICLE 11
                                  MISCELLANEOUS

         Section 11.01 NOTICES. Any notice required or permitted to be given
under this Agreement shall be in writing and either shall be mailed by certified
mail, postage prepaid, return receipt requested, or sent by overnight air
courier service, or personally delivered to a representative of the receiving
party, or sent by telecopy (provided an identical notice is also sent
simultaneously by mail, overnight courier, or personal delivery as otherwise
provided in this SECTION 11.01) to the intended recipient at the "Address for
Notices" specified below its name on the signature pages hereof. Any
communication so addressed and mailed shall be deemed to be given on the
earliest of (1) when actually delivered, (2) on the first Business Day after
deposit with an overnight air courier service, or (3) on the third Business Day
after deposit in the United States mail, postage prepaid, in each case to the
address of the intended addressee (except as otherwise provided in the
Mortgage), and any communication so delivered in person shall be deemed to be
given when receipted for by, or actually received by the Administrative Agent, a
Lender or any Borrower, as the case may be. If given by telecopy, a notice shall
be deemed given and received when the telecopy is transmitted to the party's
telecopy number specified above, and confirmation of complete receipt is
received by the transmitting party during normal business hours or on the next
Business Day if not confirmed during normal business hours, and an identical
notice is also sent simultaneously by mail, overnight courier, or personal
delivery as otherwise provided in this SECTION 11.01. Any party may designate a
change of address by written notice to each other party by giving at least ten
(10) days prior written notice of such change of address.

         Section 11.02 AMENDMENTS, WAIVERS, ETC.

                (a) Subject to any consents required pursuant to this SECTION
11.02 and any other provisions of this Agreement and any other Loan Document
which expressly require the consent, approval or authorization of the Majority
Lenders, this Agreement and any other Loan Document may be modified or
supplemented only by an instrument in writing signed by the


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<PAGE>


Borrowers and the Administrative Agent; PROVIDED that, the Administrative Agent
may (without any Lender's consent) give or withhold its agreement to any
amendments of the Loan Documents or any waivers or consents in respect thereof
or exercise or refrain from exercising any other rights or remedies which the
Administrative Agent may have under the Loan Documents or otherwise provided
that such actions do not, in the Administrative Agent's judgment reasonably
exercised, materially adversely affect the value of any collateral, taken as a
whole, or represent a departure from Administrative Agent's standard of care
described in SECTION 13.05 (and the assignment or granting of a participation by
GECC shall not limit or otherwise affect its discretion in respect of any of the
foregoing), except that the Administrative Agent will not, without the consent
of each Lender, agree to the following (provided that no Lender's consent shall
be required for any of the following which are otherwise required under the Loan
Documents): (a) any increase in the amount of the Commitments; (b) reduce the
principal amount of the Loans or reduce the interest rate thereon; (c) extend
any stated payment date for principal of or interest on the Loans payable to
such Lender; (d) release the Borrower, any Guarantor or any other party from
liability under the Loan Documents; (e) release or subordinate in whole or in
part any material portion of the collateral given as security for the Loans; (f)
modify any of the provisions of this Section, the definition of "Majority
Lenders" or any other provision in the Loan Documents specifying the number or
percentage of the Lenders required to waive, amend or modify any rights
thereunder or make any determination or grant any consent thereunder; (g) modify
the terms of any Event of Default; (h) consent to (i) the sale, transfer or
encumbrance of any portion of the Project (or any interest therein) or any
direct or indirect ownership interest therein and (ii) the incurrence by any
Borrower of any additional indebtedness secured by the Project, in each case to
the extent (and subject to any standard of reasonability) such consent is
required under the Loan Documents; (i) any extension of the Maturity Date; or
(j) any changes in the sharing provisions among the Lenders.

                (b) Notwithstanding anything to contrary contained in this
Agreement, any modification or supplement of ARTICLE 13, or of any of the rights
or duties of the Administrative Agent hereunder, shall require the consent of
the Administrative Agent.

         Section 11.03 LIMITATION ON INTEREST. It is the intention of the
parties hereto to conform strictly to applicable usury laws. Accordingly, all
agreements between the Borrowers, the Administrative Agent and the Lenders with
respect to the Loans are hereby expressly limited so that in no event, whether
by reason of acceleration of maturity or otherwise, shall the amount paid or
agreed to be paid to the Administrative Agent or any Lender or charged by any
Lender for the use, forbearance or detention of the money to be lent hereunder
or otherwise, exceed the maximum amount allowed by law. If the Loans would be
usurious under applicable law (including the laws of the state and the laws of
the United States of America), then, notwithstanding anything to the contrary in
the Loan Documents: (a) the aggregate of all consideration which constitutes
interest under applicable law that is contracted for, taken, reserved, charged
or received under the Loan Documents shall under no circumstances exceed the
maximum amount of interest allowed by applicable law, and any excess shall be
credited on the Notes by the holders thereof (or, if the Notes have been paid in
full, refunded to the Borrowers); and (b) if maturity is accelerated by reason
of an election by the Administrative Agent in accordance with the terms hereof,
or in the event of any prepayment, then any consideration which constitutes
interest may never include more than the maximum amount


                                       64
<PAGE>


allowed by applicable law. In such case, excess interest, if any, provided for
in the Loan Documents or otherwise, to the extent permitted by applicable law,
shall be amortized, prorated, allocated and spread from the date of advance
until payment in full so that the actual rate of interest is uniform through the
term hereof. If such amortization, proration, allocation and spreading is not
permitted under applicable law, then such excess interest shall be canceled
automatically as of the date of such acceleration or prepayment and, if
theretofore paid, shall be credited on the Notes (or, if the Notes have been
paid in full, refunded to the Borrowers). The terms and provisions of this
SECTION 11.03 shall control and supersede every other provision of the Loan
Documents. The Loan Documents are contracts made under and shall be construed in
accordance with and governed by the laws of the State, except that if at any
time the laws of the United States of America permit the Lenders to contract
for, take, reserve, charge or receive a higher rate of interest than is allowed
by the laws of the State (whether such federal laws directly so provide or refer
to the law of any state), then such federal laws shall to such extent govern as
to the rate of interest which the Lenders may contract for, take, reserve,
charge or receive under the Loan Documents.

         Section 11.04 INVALID PROVISIONS. If any provision of any Loan Document
is held to be illegal, invalid or unenforceable, such provision shall be fully
severable; the Loan Documents shall be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a part thereof;
the remaining provisions thereof shall remain in full effect and shall not be
affected by the illegal, invalid, or unenforceable provision or by its severance
therefrom; and in lieu of such illegal, invalid or unenforceable provision there
shall be added automatically as a part of such Loan Document a provision as
similar in terms to such illegal, invalid or unenforceable provision as may be
possible to be legal, valid and enforceable.

         Section 11.05 REIMBURSEMENT OF EXPENSES. The Borrowers shall pay or
reimburse on demand of the applicable party for: (a) all reasonable expenses
incurred by the Administrative Agent in connection with the origination and
syndication of the Loans, including reasonable fees and expenses of the
Administrative Agent's attorneys, environmental, engineering and other
consultants, and fees, charges or taxes for the recording or filing of Loan
Documents, (b) all reasonable expenses of the Administrative Agent in connection
with the administration of the Loans, including audit costs, inspection fees,
settlement of condemnation and casualty awards, and premiums for title insurance
and endorsements thereto, and (c) for all reasonable amounts expended, advanced
or incurred by the Administrative Agent or any Lender to collect the Notes, or
to enforce the rights of the Administrative Agent and the Lenders under this
Agreement or any other Loan Document, or to defend or assert the rights and
claims of the Administrative Agent and the Lenders under the Loan Documents or
with respect to any Project (by litigation or other proceedings), which amounts
will include all court costs, attorneys' fees and expenses, fees of auditors and
accountants, and investigation expenses as may be incurred by the Administrative
Agent and the Lenders in connection with any such matters (whether or not
litigation is instituted), together with interest at the Default Rate on each
such amount from the date of disbursement until the date of reimbursement to the
Administrative Agent and the Lenders, all of which shall constitute part of the
Loans and shall be secured by the Loan Documents.

         Section 11.06 APPROVALS; THIRD PARTIES; CONDITIONS. All approval rights
retained or exercised by the Administrative Agent and the Lenders with respect
to leases, contracts, plans,


                                       65
<PAGE>


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

         Section 11.07 LENDERS AND ADMINISTRATIVE AGENT NOT IN CONTROL; NO
PARTNERSHIP. None of the covenants or other provisions contained in this
Agreement shall, or shall be deemed to, give the Administrative Agent or any
Lender the right or power to exercise control over the affairs or management of
any Borrower, the power of the Administrative Agent and the Lenders being
limited to the rights to exercise the remedies referred to in the Loan
Documents. The relationship between the Borrowers and the Lenders is, and at all
times shall remain, solely that of debtor and creditor. No covenant or provision
of the Loan Documents is intended, nor shall it be deemed or construed, to
create a partnership, joint venture, agency or common interest in profits or
income between the Administrative Agent, the Lenders and the Borrowers or to
create an equity in the Project in the Administrative Agent or any Lender. The
Administrative Agent and the Lenders neither undertake nor assume any
responsibility or duty to any Borrower or to any other person with respect to
the Project or the Loans, except as expressly provided in the Loan Documents;
and notwithstanding any other provision of the Loan Documents: (1) neither the
Administrative Agent nor any Lender is, nor shall be construed as, a partner,
joint venturer, alter ego, manager, controlling person or other business
associate or participant of any kind of any Borrower or its stockholders,
members, or partners and neither the Administrative Agent nor any Lender intends
to ever assume such status; (2) no Lender or the Administrative Agent shall in
any event be liable for any Debts, expenses or losses incurred or sustained by
any Borrower; and (3) no Lender or the Administrative Agent shall be deemed
responsible for or a participant in any acts, omissions or decisions of any
Borrower or its stockholders, members, or partners. The Administrative Agent,
the Lenders and each Borrower disclaim any intention to create any partnership,
joint venture, agency or common interest in profits or income between the
Administrative Agent, the Lenders and the Borrowers, or to create an equity in
the Project in the Administrative Agent or any Lender, or any sharing of
liabilities, losses, costs or expenses.

         Section 11.08 TIME OF THE ESSENCE. Time is of the essence with respect
to this Agreement.


                                       66
<PAGE>


         Section 11.09 SUCCESSORS AND ASSIGNS; SECONDARY MARKET TRANSACTIONS.

                (1) This Agreement shall be binding upon and inure to the
benefit of the Administrative Agent, the Lenders and the Borrowers and the
respective successors and permitted assigns, provided that neither the Borrowers
nor any other Borrower Party shall, without the prior written consent of the
Administrative Agent and all of the Lenders, assign any rights, duties or
obligations hereunder.

                (2) Each Borrower acknowledges that the Administrative Agent and
each Lender and its respective successors and assigns may without notice to or
consent from the Borrowers (a) sell this Agreement, the Mortgage, the Notes, the
other Loan Documents, and any and all servicing rights thereto, or any portions
thereof, to one or more investors, (b) participate and/or syndicate the Loans to
one or more investors, (c) deposit this Agreement, the Notes and the other Loan
Documents, or any portions thereof, with a trust, which trust may sell
certificates to investors evidencing an ownership interest in the trust assets,
or (d) otherwise sell, transfer or assign the Loans or interests therein in one
or more transactions to investors (the transactions referred to in CLAUSES (A)
through (D) are hereinafter each referred to as a "SECONDARY MARKET
TRANSACTION"). The Borrowers shall reasonably cooperate at its expense with the
Administrative Agent and each Lender in effecting any such Secondary Market
Transaction and shall reasonably cooperate and use all reasonable efforts to
satisfy the market standards to which the Administrative Agent and each Lender
customarily adheres or which may be reasonably required by any participant,
investor, purchaser or any rating agency involved in any Secondary Market
Transaction (including, without limitation, delivery of opinions of counsel in
form and substance similar to the opinions of counsel delivered to the
Administrative Agent on the date hereof and, delivery of an Appraisal for the
Projects). The Borrowers shall provide such information and documents relating
to the Borrowers and the Project as the Administrative Agent and each Lender may
reasonably request in connection with such Secondary Market Transaction. In
addition, the Borrowers shall make available to the Administrative Agent and the
Lenders all information concerning the Project, its business and operations that
the Administrative Agent and the Lenders may reasonably request. The
Administrative Agent and the Lenders shall be permitted to share all information
with the participants, investors, purchasers, investment banking firms, rating
agencies, accounting firms, law firms and third-party advisory firms involved
with the Loans and Loan Documents or the applicable Secondary Market
Transaction. The Administrative Agent and the Lenders and all of the aforesaid
participants, investors, purchasers, advisors, rating agencies and professional
firms shall be entitled to rely on the information supplied by or on behalf of
the Borrowers. Each Borrower also agrees to execute any amendment of or
supplement to this Agreement and the other Loan Documents as the Administrative
Agent and the Lenders may reasonably request in connection with any Secondary
Market Transaction, provided that such amendment or supplement does not change
the economic terms of the Loan.

                (3) The Notes may hereafter be split, severed and subdivided, by
in substitution for promissory notes of lesser denominations or otherwise, and,
in such event, the Borrowers shall promptly execute additional or replacement
Notes.


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         Section 11.10 RENEWAL, EXTENSION OR REARRANGEMENT. All provisions of
the Loan Documents shall apply with equal effect to each and all promissory
notes and amendments thereof hereinafter executed which in whole or in part
represent a renewal, extension, increase or rearrangement of the Loan. For
portfolio management purposes, the Lenders may elect to divide the Loans into
two or more separate loans evidenced by separate promissory notes so long as the
payment and other obligations of the Borrowers are not effectively increased or
otherwise modified. Each Borrower agrees to cooperate with the Administrative
Agent and the Lenders and to execute such documents as the Administrative Agent
reasonably may request to effect such division of the Loans.

         Section 11.11 WAIVERS. No course of dealing on the part of the
Administrative Agent, its officers, employees, consultants or agents, nor any
failure or delay by the Administrative Agent or any Lender with respect to
exercising any right, power or privilege of the Administrative Agent or any
Lender under any of the Loan Documents, shall operate as a waiver thereof.

         Section 11.12 CUMULATIVE RIGHTS. Rights and remedies of the
Administrative Agent and the Lenders under the Loan Documents shall be
cumulative, and the exercise or partial exercise of any such right or remedy
shall not preclude the exercise of any other right or remedy.

         Section 11.13 SINGULAR AND PLURAL. Words used in this Agreement and the
other Loan Documents in the singular, where the context so permits, shall be
deemed to include the plural and vice versa. The definitions of words in the
singular in this Agreement and the other Loan Documents shall apply to such
words when used in the plural where the context so permits and vice versa.

         Section 11.14 PHRASES. When used in this Agreement and the other Loan
Documents, the phrase "including" shall mean "including, but not limited to,"
the phrases "satisfactory to any Lender" or "satisfactory to the Administrative
Agent" shall mean in form and substance satisfactory to such Lender or the
Administrative Agent, as the case may be, in all respects, the phrases "with
Lender's consent", "with Lender's approval", "with the Administrative Agent's
consent" or "with the Administrative Agent's approval" shall mean such consent
or approval at Lender's or the Administrative Agent's, as the case may be,
discretion, and the phrases "acceptable to Lender" or "acceptable to the
Administrative Agent" shall mean acceptable to Lender or the Administrative
Agent, as the case may be, at such party's sole discretion."

         Section 11.15 EXHIBITS AND SCHEDULES. The exhibits and schedules
attached to this Agreement are incorporated herein and shall be considered a
part of this Agreement for the purposes stated herein.

         Section 11.16 TITLES OF ARTICLES, SECTIONS AND SUBSECTIONS. All titles
or headings to articles, sections, subsections or other divisions of this
Agreement and the other Loan Documents or the exhibits hereto and thereto are
only for the convenience of the parties and shall not be construed to have any
effect or meaning with respect to the other content of such articles, sections,
subsections or other divisions, such other content being controlling as to the
agreement between the parties hereto.


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         Section 11.17 PROMOTIONAL MATERIAL. Subject to the Borrowers' approval
rights set forth in the last sentence of this paragraph, the Borrowers authorize
the Administrative Agent and each Lender to issue press releases, advertisements
and other promotional materials in connection with the Administrative Agent's or
such Lender's own promotional and marketing activities, and describing the Loans
in general terms or in detail and the Administrative Agent's or such Lender's
participation in the Loans. All references to the Administrative Agent or any
Lender contained in any press release, advertisement or promotional material
issued by any Borrower shall be approved in writing by the Administrative Agent
or such Lender in advance of issuance. All references to the Borrowers contained
in any press release, advertisement or promotional material issued by GECC shall
be approved in writing by BPPI or BPOP in advance of such issuance, except in
connection with a Secondary Market Transaction.

         Section 11.18 SURVIVAL. All of the representations, warranties,
covenants, and indemnities of the Borrowers hereunder (including environmental
matters under ARTICLE 4 and the obligations under SECTIONS 2.08(1), 2.08(5) and
2.08(6)), and under the indemnification provisions of the other Loan Documents
shall survive (a) the repayment in full of the Loans and the release of the
Liens evidencing or securing the Loans, (b) the transfer (by sale, foreclosure,
conveyance in lieu of foreclosure or otherwise) of any or all right, title and
interest in and to a Project to any party, whether or not an Affiliate of
Borrower and (c) in the case of any Lender that may assign any interest in its
Commitment or Loans hereunder in accordance with the terms of this Agreement,
the making of such assignment, notwithstanding that such assigning Lender may
cease to be a "Lender" hereunder.

         Section 11.19 WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT PERMITTED BY
LAW, THE BORROWERS, THE ADMINISTRATIVE AGENT AND EACH LENDER HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF
ANY LITIGATION BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENT (WHETHER VERBAL OR WRITTEN) OR ACTION OF EITHER PARTY OR ANY
EXERCISE BY ANY PARTY OF THEIR RESPECTIVE RIGHTS UNDER THE LOAN DOCUMENTS OR IN
ANY WAY RELATING TO THE LOANS OR THE PROJECTS (INCLUDING, WITHOUT LIMITATION,
ANY ACTION TO RESCIND OR CANCEL THIS AGREEMENT, AND ANY CLAIM OR DEFENSE
ASSERTING THAT THIS AGREEMENT WAS FRAUDULENTLY INDUCED OR IS OTHERWISE VOID OR
VOIDABLE). THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE ADMINISTRATIVE AGENT AND
EACH LENDER TO ENTER THIS AGREEMENT.

         Section 11.20 WAIVER OF PUNITIVE OR CONSEQUENTIAL DAMAGES. None of the
Administrative Agent, the Lenders or Borrowers shall be responsible or liable to
the other or to any other Person for any punitive, exemplary or consequential
damages which may be alleged as a result of the Loans or the transaction
contemplated hereby, including any breach or other default by any party hereto.

         Section 11.21 GOVERNING LAW. A. THIS AGREEMENT WAS NEGOTIATED IN THE
STATE OF NEW YORK, AND MADE BY THE ADMINISTRATIVE AGENT AND


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THE LENDERS AND ACCEPTED BY THE BORROWERS IN THE STATE OF NEW YORK, AND THE
PROCEEDS OF THE NOTES DELIVERED PURSUANT HERETO WERE DISBURSED FROM THE STATE OF
NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE
PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS,
INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF
CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT AND THE OBLIGATIONS
ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH
STATE AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA, EXCEPT THAT AT ALL
TIMES THE PROVISIONS FOR THE CREATION, PERFECTION, AND ENFORCEMENT OF THE LIENS
AND SECURITY INTERESTS CREATED PURSUANT HERETO AND PURSUANT TO THE OTHER LOAN
DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAW OF THE STATE
IN WHICH THE PROJECT IS LOCATED, IT BEING UNDERSTOOD THAT, TO THE FULLEST EXTENT
PERMITTED BY THE LAW OF SUCH STATE, THE LAW OF THE STATE OF NEW YORK SHALL
GOVERN THE CONSTRUCTION, VALIDITY AND ENFORCEABILITY OF ALL LOAN DOCUMENTS AND
ALL OF THE OBLIGATIONS ARISING HEREUNDER OR THEREUNDER. TO THE FULLEST EXTENT
PERMITTED BY LAW, THE BORROWERS, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY
UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY
OTHER JURISDICTION GOVERNS THIS AGREEMENT AND THE NOTES, AND THIS AGREEMENT AND
THE NOTES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
LAW.

                  B. ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST THE
ADMINISTRATIVE AGENT, ANY LENDER OR ANY BORROWER ARISING OUT OF OR RELATING TO
THE LOAN DOCUMENTS MAY AT THE ADMINISTRATIVE AGENT'S OPTION (WHICH DECISION
SHALL BE MADE BY THE MAJORITY LENDERS) BE INSTITUTED IN ANY FEDERAL OR STATE
COURT IN THE CITY OF NEW YORK, COUNTY OF NEW YORK, PURSUANT TO SECTION 5-1401 OF
THE NEW YORK GENERAL OBLIGATIONS LAW AND EACH BORROWER WAIVES ANY OBJECTIONS
WHICH IT MAY NOW OR HEREAFTER HAVE BASED ON VENUE AND/OR FORUM NON CONVENIENS OF
ANY SUCH SUIT, ACTION OR PROCEEDING, AND EACH BORROWER HEREBY IRREVOCABLY
SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY SUIT,


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ACTION OR PROCEEDING. EACH BORROWER DOES HEREBY DESIGNATE AND APPOINT CT
CORPORATION AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF
SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT, ACTION OR
PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW YORK, AND AGREES THAT
SERVICE OF PROCESS UPON SAID AGENT AT SAID ADDRESS AND WRITTEN NOTICE OF SAID
SERVICE MAILED OR DELIVERED TO SUCH BORROWER IN THE MANNER PROVIDED HEREIN SHALL
BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON SUCH BORROWER, IN
ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK. EACH BORROWER (A)
SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED ADDRESS OF ITS AUTHORIZED
AGENT HEREUNDER, (B) MAY AT ANY TIME AND FROM TIME TO TIME DESIGNATE A
SUBSTITUTE AUTHORIZED AGENT WITH AN OFFICE IN NEW YORK, NEW YORK (WHICH
SUBSTITUTE AGENT AND OFFICE SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR
SERVICE OF PROCESS), AND (C) SHALL PROMPTLY DESIGNATE SUCH A SUBSTITUTE IF ITS
AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR IS DISSOLVED
WITHOUT LEAVING A SUCCESSOR.

         Section 11.22 ENTIRE AGREEMENT. This Agreement and the other Loan
Documents embody the entire agreement and understanding between the
Administrative Agent, the Lenders and the Borrowers and supersede all prior
agreements and understandings between such parties relating to the subject
matter hereof and thereof. Accordingly, the Loan Documents may not be
contradicted by evidence of prior, contemporaneous, or subsequent oral
agreements of the parties. There are no unwritten oral agreements between the
parties. If any conflict or inconsistency exists between this Agreement or any
of the other Loan Documents, the terms of this Agreement shall control.

         Section 11.23 COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall constitute an original, but all of which shall
constitute one document.

         Section 11.24 ASSIGNMENTS AND PARTICIPATION

                (1) ASSIGNMENTS BY BORROWER. The Borrowers may not assign any of
their rights or obligations hereunder or under the Notes without the prior
consent of all of the Lenders and the Administrative Agent.

                (2) ASSIGNMENTS BY THE LENDERS. Each Lender may assign any of
its Loans, its Note and its Commitment (but only with the consent of the
Administrative Agent); PROVIDED that:

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

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

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

                   (d) subject to the applicable Lender's compliance with the
         provisions of CLAUSES (B) and (C) above, the Administrative Agent's
         consent to an assignment shall not be unreasonably withheld, delayed or
         conditioned if (i) in the reasonable judgment of


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<PAGE>


         the Administrative Agent, such assignment is made to a reputable
         institutional investor with substantial experience in real estate
         lending and originating mortgage loans similar to the Loans, and a
         financial net worth of at least $100,000,000, (ii) such assignment is
         first offered to the Administrative Agent in accordance with the terms
         and conditions a separate agency agreement among the Administrative
         Agent and the Lenders, and (iii) the provisions of CLAUSE (E) have been
         satisfied; and

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

                (3) PARTICIPATION. A Lender may sell or agree to sell to one or
more other Persons (each a "PARTICIPANT") a participation in all or any part of
any Loans held by it, or in its Commitment, PROVIDED that such Participant shall
not have any rights or obligations under this Agreement or any Note or any other
Loan Document (the Participant's rights against such Lender in respect of such
participation to be those set forth in the agreements executed by such Lender in
favor of the Participant). All amounts payable by the Borrowers to any Lender
under SECTION 2.08 in respect of Loans held by it and its Commitment shall be
determined as if such Lender had not sold or agreed to sell any participations
in such Loans and Commitment, and as if such Lender were funding each of such
Loans and Commitment in the same way that it is funding the portion of such
Loans and Commitment in which no participations have been sold. In no event
shall a Lender that sells a participation agree with the Participant to take or
refrain from taking any action hereunder or under any other Loan Document except
that such Lender may agree with the Participant that it will not, without the
consent of the Participant, agree to (i) increase or extend the term of such
Lender's Commitment, (ii) extend the date fixed for the payment of principal of
or interest on the related Loan or Loans or any portion of any fee hereunder
payable to the Participant, (iii) reduce the amount of any such payment of
principal, (iv) reduce the rate at which interest is payable thereon, or any fee
hereunder payable to the Participant, to a level below the rate at which the
Participant is entitled to receive such interest or fee or (v) consent to any
modification, supplement or waiver hereof or of any of the other Loan Documents
to the extent that the same, under SECTION 11.02, requires the consent of each
Lender.

                (4) CERTAIN PLEDGES. In addition to the assignments and
participations permitted under the foregoing provisions of this SECTION 11.24
(but without being subject thereto), any Lender may (without notice to the
Borrowers, the Administrative Agent or any other


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Lender and without payment of any fee) assign and pledge all or any portion of
its Loans and its Note to any Federal Reserve Bank as collateral security
pursuant to Regulation A and any operating circular issued by such Federal
Reserve Bank, and such Loans and Note shall be fully transferable as provided
therein. No such assignment shall release the assigning Lender from its
obligations hereunder.

                (5) PROVISION OF INFORMATION TO ASSIGNEES AND PARTICIPANTS. A
Lender may furnish any information concerning any Borrower or any of its
Affiliates in the possession of such Lender from time to time to assignees and
participants (including prospective assignees and participants).

                (6) NO ASSIGNMENTS TO BORROWERS OR AFFILIATES. Anything in this
SECTION 11.24 to the contrary notwithstanding, no Lender may assign or
participate any interest in any Loan held by it hereunder to any Borrower or any
of its Affiliates without the prior consent of each Lender.

                                   ARTICLE 12
                            LIMITATIONS ON LIABILITY

         Section 12.01 PERSONAL LIABILITY. The Borrowers shall be personally
liable to the Administrative Agent and the Lenders for repayment of the Loans
and any and all amounts due hereunder and under the other Loan Documents. The
Administrative Agent (on behalf of the Lenders) may resort for the enforcement
thereof to the property and assets of the Borrowers but, notwithstanding
anything to the contrary contained in any Loan Document to the contrary, shall
not resort to the personal property or assets of the directors, officers,
employees, shareholders, or agents of the Borrowers or any of their direct or
indirect partners or members (other than any Guarantor pursuant to the
applicable Guaranty).

         Section 12.02 LIMITATION ON LIABILITY OF LENDER'S OFFICERS, EMPLOYEES,
ETC. Any obligation or liability whatsoever of the Administrative Agent or any
Lender which may arise at any time under this Agreement or any other Loan
Document shall be satisfied, if at all, out of the Administrative Agent or any
such Lender's assets only. No such obligation or liability shall be personally
binding upon, nor shall resort for the enforcement thereof be had to, the
property of the Administrative Agent or any such Lender's shareholders,
directors, officers, employees or agents, regardless of whether such obligation
or liability is in the nature of contract, tort or otherwise.

                                   ARTICLE 13
                            THE ADMINISTRATIVE AGENT

         Section 13.01 APPOINTMENT, POWERS AND IMMUNITIES. Each Lender hereby
appoints and authorizes the Administrative Agent to act as its agent hereunder
and under the other Loan Documents with such powers as are specifically
delegated to the Administrative Agent by the terms of this Agreement and of the
other Loan Documents, together with such other powers as are reasonably
incidental thereto. The Administrative Agent (which term as used in this
sentence and in SECTION 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):


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<PAGE>


                (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 trustee for any 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 any
         Borrower or any other Person to perform any of its obligations
         hereunder or thereunder; and

                (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 to the extent
         any such action taken or omitted violates the Administrative Agent's
         standard of care set forth in the first sentence of SECTION 13.05.

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

         Section 13.02 RELIANCE BY ADMINISTRATIVE AGENT. The Administrative
Agent shall be entitled to rely upon any certification, notice or other
communication (including, without limitation, any thereof by telephone,
telecopy, telegram or cable) reasonably believed by it to be genuine and correct
and to have been signed or sent by or on behalf of the proper Person or Persons,
and upon advice and statements of legal counsel, independent accountants and
other experts selected by the Administrative Agent. As to any matters not
expressly provided for by this Agreement or any other Loan Document, the
Administrative Agent shall in all cases be fully protected in acting, or in
refraining from acting, hereunder or thereunder in accordance with instructions
given by the Majority Lenders, and such instructions of the Majority Lenders and
any action taken or failure to act pursuant thereto shall be binding on all of
the Lenders.

         Section 13.03 DEFAULTS. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of a Potential Default or Event of
Default unless the Administrative Agent has received notice from a Lender or any
Borrower specifying such Potential Default or Event of Default and stating that
such notice is a "Notice of Default". In the event that the Administrative Agent
receives such a notice of the occurrence of a Potential Default or Event of
Default, the Administrative Agent shall give prompt notice thereof to the
Lenders. The Administrative Agent shall (subject to Section 13.07) take such
action with respect to such Potential Default or Event of Default and other
matters relating to the Loans as shall be directed by the Lenders in accordance
with a separate agreement entered into by the Administrative Agent and the
Lenders.


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<PAGE>


         Section 13.04 RIGHTS AS A LENDER. With respect to GECC's Commitment and
the Loans made by it, GECC (and any successor acting as Administrative Agent) in
its capacity as a Lender hereunder shall have the same rights and powers
hereunder as any other Lender and may exercise the same as though it were not
acting as the Administrative Agent, and the term "Lender" or "Lenders" shall,
unless the context otherwise indicates, include the Administrative Agent in its
individual capacity. GECC (and any successor acting as Administrative Agent) and
its affiliates (including GECC) may (without having to account therefor to any
Lender) lend money to, make investments in and generally engage in any kind of
lending, trust or other business with the Borrowers (and any of their
Affiliates) as if it were not acting as the Administrative Agent, and GECC and
its affiliates (including GECC may accept fees and other consideration from the
Borrowers for services in connection with this Agreement or otherwise without
having to account for the same to the Lenders.

         Section 13.05 STANDARD OF CARE; INDEMNIFICATION. In performing its
duties under the Loan Documents, the Administrative Agent will exercise the same
degree of care as GECC normally exercises in connection with real estate loans
in which no syndication or participation are involved, but the Administrative
Agent shall have no further responsibility to any Lender except as expressly
provided herein and except for its own gross negligence or willful misconduct
which resulted in actual loss to such Lender, and, except to such extent, the
Administrative Agent shall have no responsibility to any Lender for the failure
by the Administrative Agent to comply with any of the Administrative Agent's
obligations to the Borrowers under the Loan Documents or otherwise. The Lenders
agree to indemnify the Administrative Agent (to the extent not reimbursed under
SECTION 11.05, but without limiting the obligations of any Borrower under
SECTION 11.05) ratably in accordance with the aggregate principal amount of the
Loans held by the Lenders (or, if no Loans are at the time outstanding, ratably
in accordance with their respective Commitments), for any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind and nature whatsoever that may be imposed
on, incurred by or asserted against the Administrative Agent (including by any
Lender) arising out of or by reason of any investigation in or in any way
relating to or arising out of this Agreement or any other Loan Document or any
other documents contemplated by or referred to herein or therein or the
transactions contemplated hereby or thereby (including, without limitation, the
costs and expenses that any Borrower is obligated to pay under SECTION 11.05,
but excluding, unless a Event of Default has occurred and is continuing, normal
administrative costs and expenses incident to the performance of its agency
duties hereunder) or the enforcement of any of the terms hereof or thereof or of
any such other documents, PROVIDED, THAT, no Lender shall be liable for any of
the foregoing to the extent they arise from the Administrative Agent's breach of
its standard of care set forth in the first sentence of this Section.

         Section 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
Borrowers and its Affiliates and decision to enter into this Agreement and that
it will, independently and without reliance upon the Administrative Agent or any
other Lender, and based on such documents and information as it shall deem
appropriate at the time, continue to make its own analysis and decisions in
taking or not taking action under this


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<PAGE>


Agreement or under any other Loan Document. Subject to the provisions of the
first sentence of SECTION 13.05, the Administrative Agent shall not be required
to keep itself informed as to the performance or observance by Borrowers of this
Agreement or any of the other Loan Documents or any other document referred to
or provided for herein or therein or to inspect the Project or the books of
Borrowers or any of its Affiliates. Except for notices, reports and other
documents and information expressly required to be furnished to the Lenders by
the Administrative Agent hereunder or as otherwise agreed by the Administrative
Agent and the Lenders, the Administrative Agent shall not have any duty or
responsibility to provide any Lender with any credit or other information
concerning the affairs, financial condition or business of Borrowers or any of
their Affiliates that may come into the possession of the Administrative Agent
or any of its affiliates.

         Section 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.

         Section 13.08 RESIGNATION OF ADMINISTRATIVE AGENT. The Administrative
Agent may resign at any time by giving notice thereof to the Lenders and the
Borrowers. Upon any such resignation, the Majority Lenders shall have the right
to appoint a successor Administrative Agent which shall be a financial
institution that has (a) an office in New York, New York with a combined capital
and surplus of at least $500,000,000 and (b) knowledge and experience comparable
to the resigning Administrative Agent's knowledge and experience in the
servicing of loans similar to the Loans hereunder. If no successor
Administrative Agent shall have been so appointed by the Majority Lenders and
shall have accepted such appointment within 30 days after the retiring
Administrative Agent's giving of notice of resignation of the retiring
Administrative Agent, then the retiring Administrative Agent's resignation shall
nonetheless become effective and (i) the retiring Administrative Agent shall be
discharged from its duties and obligations hereunder and (ii) the Majority
Lenders shall perform the duties of the Administrative Agent (and all payments
and communications provided to be made by, to or through the Administrative
Agent shall instead be made by or to each Lender directly) until such time as
the Majority Lenders appoint a successor agent as provided for above in this
SECTION 13.08. Upon the acceptance of any appointment as Administrative Agent
hereunder by a successor Administrative Agent, such successor Administrative
Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the retiring (or retired) Administrative Agent, and the
retiring Administrative Agent shall be discharged from its duties and
obligations hereunder (if not already discharged therefrom as provided above in
this SECTION 13.08). The fees payable by the Borrowers to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between Borrowers and such successor. After any retiring
Administrative Agent's resignation hereunder as Administrative Agent, the
provisions of this ARTICLE 13 and SECTION 11.05 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.


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<PAGE>


                                   ARTICLE 14
                        BORROWERS' RIGHT OF CONTRIBUTION

         Section 14.01 CONTRIBUTION. To provide for a just and equitable
contribution among each Borrower, if any payment is made by a Borrower (a
"FUNDING BORROWER") hereunder or under any Note or any other Loan Document in
respect of the Loans, such Funding Borrower shall be entitled to a contribution
from each other Borrower for all payments, damages and expenses, incurred by
such Funding Borrower under or in connection with the Loans, such contributions
to be made in the manner and to the extent set forth below. Any amount payable
as a contribution under this Agreement shall be determined as of the date on
which the related payment is made by a Funding Borrower.

         Section 14.02 CALCULATION OF CONTRIBUTIONS. Each Borrower shall be
liable for contribution to each Funding Borrower in respect of all payments,
damages and expenses incurred by such Funding Borrower hereunder or under the
Notes or any other Loan Document in an aggregate amount, subject to SECTION
14.03 hereof, equal to (i) the ratio of (x) the aggregate Minimum Release Prices
for the Project(s) held by such Borrower to (y) the aggregate Minimum Release
Prices of all the Projects, multiplied by (ii) the aggregate amount of such
payments, damages and expenses incurred by such Funding Borrower under or in
connection with the Loan.

         Section 14.03 RIGHTS TO CONTRIBUTION SUBORDINATED. Each Borrower agrees
that all of its rights to receive contribution under this ARTICLE 14 (whether
for payments, damages, expenses or otherwise) and all of its rights, if any, to
be subrogated to any of the rights of the Lenders shall be subordinated in right
of payments (in liquidation or otherwise) to the prior payment in full of all of
the Loans (whether for principal, interest, premium or otherwise). If any amount
shall at any time be paid to a Borrower on account of such rights of
contribution or subrogation, or in contravention of the provisions of this
SECTION 14.03 at any time, such amount shall be held in trust, segregated from
the other assets of such Borrower, for the benefit of the Lenders and shall
promptly be paid to the Lenders. The foregoing shall constitute a continuing
offer to, and agreement with, all persons that from time to time may become
holders of, or continue to hold, obligations under the Agreement, and the
provisions of the foregoing sentence are made for the benefit of such holders
and such holders, as third party beneficiaries hereunder, are entitled to
enforce such provisions.

         Section 14.04 PRESERVATION OF RIGHTS. In the case of any payments,
damages or expenses incurred by a Funding Borrower in respect of the Loan, this
Agreement shall not limit any right which any party may have against any other
person whether or not a party hereto.

         Section 14.05 ASSET OF PARTY TO WHICH CONTRIBUTION IS OWING. Each
Borrower acknowledges that the right of contribution hereunder shall constitute
an asset of the party to which such contribution is owing, including, without
limitation, for purposes of determining any limitation of liability contained in
any guarantee calculated, directly or indirectly, by reference to the assets of
such party.

         Section 14.06 JOINT AND SEVERAL/CONTINUING OBLIGATIONS.


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<PAGE>


                (1) Notwithstanding anything to the contrary set forth in this
Agreement or any of the other Loan Documents and subject only to the foregoing
provisions of this ARTICLE 14 and the provisions of SECTION 12.01 hereof and any
similar provisions contained in the other Loan Documents, each Borrower shall be
jointly and severally liable for all of the Loans.

                (2) Each Borrower's obligations hereunder shall remain
outstanding until the Loans have been paid in full, provided, however that
Cameron and Riley shall have no further obligations hereunder (and shall be
released from any such obligations, in writing, by Administrative Agent (on
behalf of the Lenders)) at such time as the Projects owned by Cameron and Riley
are no longer Projects under this Agreement, provided further, however, that
Cameron and Riley shall not be so released (a) if and to the extent that a
Potential Default or an Event of Default then exists and (b) with respect to any
indemnification obligations under the Agreement that expressly survive after the
termination of this Agreement (including, without limitation, any obligations
under ARTICLE 4 and SECTION 8.14 hereof).

                (3) No payment or payments with respect to the obligations of
any Borrower hereunder made by any other Borrower or any other Person or
received or collected by the Administrative Agent or any Lender from such other
Borrower or such other Person by virtue of any action or proceeding or any
setoff or appropriation or application, at any time or from time to time, in
reduction of or in payment of the Loan or any release of security hereunder
shall be deemed to modify, reduce, release or otherwise affect the primary
liability of such Borrower in respect thereof.

                     SIGNATURES COMMENCE ON FOLLOWING PAGE.










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<PAGE>


         EXECUTED as of the date and year first written above.


                          LENDER:

                          GENERAL ELECTRIC CAPITAL
                          CORPORATION, a New York corporation


                          By:      /s/ Anthony Julian
                             ----------------------------------
                             Name:  Anthony Juliano
                             Title: Authorized Signatory

                          Address for Notices:


                          125 Park Avenue, 10th Floor
                          New York, NY 10017
                          Attention:
                          Facsimile: (212) 716-8910

                          Lending Office for Eurodollar and
                          Alternate Base Rate Loans:

                          125 Park Ave., 10th Floor
                          -------------------------
                          New York, NY 10017
                          -------------------
                          Attention:
                          Facsimile:




                                       1
<PAGE>



BORROWERS:                BURNHAM PACIFIC OPERATING
                          PARTNERSHIP, L.P.,
                          a Delaware limited partnership

                          By:    BURNHAM PACIFIC PROPERTIES, INC.
                                 a Maryland corporation, its general partner

                                 By:        /s/ Daniel B. Platt
                                    ----------------------------------------
                                    Name:  Daniel B. Platt
                                    Title: CFO

                          Address for Notices:

                          110 West A Street
                          San Diego, California 92101-3711
                          Attention:  Daniel Platt, Chief Financial Officer
                          Facsimile: (619) 652-4711


                          BPP/CAMERON PARK, L.P., a
                          California limited partnership

                          By:    BURNHAM PACIFIC OPERATING
                                 PARTNERSHIP, L.P., a limited partnership,
                                 its general partner

                                 By:   BURNHAM PACIFIC PROPERTIES,
                                       INC., a Maryland corporation, its general
                                       partner

                                       By:        /s/ Daniel B. Platt
                                          -------------------------------------
                                          Name:  Daniel B. Platt
                                          Title: CFO

                          Address for Notices:

                          110 West A Street
                          San Diego, California 92101-3711
                          Attention:  Daniel Platt, Chief Financial Officer
                          Facsimile: (619) 652-4711


                                       2
<PAGE>


                          BPP/RILEY, L.P., a California limited partnership

                          By:    BURNHAM PACIFIC OPERATING
                                 PARTNERSHIP, L.P., a Delaware limited
                                 partnership, its general partner

                                 By:   BURNHAM PACIFIC PROPERTIES,
                                       INC., a Maryland corporation, its general
                                       partner

                                       By:         /s/ Daniel B. Platt
                                          -------------------------------------
                                          Name:  Daniel B. Platt
                                          Title: CFO

                          Address for Notices:

                          110 West A Street
                          San Diego, California 92101-3711
                          Attention:  Daniel Platt, Chief Financial Officer
                          Facsimile: (619) 652-4711


                                       3
<PAGE>


ADMINISTRATIVE AGENT:     GENERAL ELECTRIC CAPITAL CORPORATION,
                          a New York corporation


                          By:      /s/ Anthony Juliano
                             ---------------------------------
                             Name:  Anthony Juliano
                             Title: Authorized Signatory

                          Address for Notices to the
                          Administrative Agent:

                          125 Park Avenue, 10th Floor
                          New York, NY 10017





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