FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMONG ARDEN REALTY LIMITED PARTNERSHIP, A MARYLAND LIMITED PARTNERSHIP, AS BORROWER, AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AMSOUTH BANK, LEHMAN COMMERCIAL PAPER, INC., DEUTSCHE BANK TRUST...

Exhibit 10.1

FOURTH AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT

AMONG

ARDEN REALTY LIMITED PARTNERSHIP,
A MARYLAND LIMITED PARTNERSHIP,

AS BORROWER,

AND

XXXXX FARGO BANK, NATIONAL ASSOCIATION,
AMSOUTH BANK,
XXXXXX COMMERCIAL PAPER, INC., DEUTSCHE BANK TRUST COMPANY
AMERICAS, JPMORGAN CHASE BANK, N.A., PNC BANK, NATIONAL
ASSOCIATION,
U.S. BANK NATIONAL ASSOCIATION, WACHOVIA BANK, N.A.,
AND, TOGETHER WITH THOSE ASSIGNEES
BECOMING PARTIES HERETO PURSUANT
TO SECTION 11.20, AS LENDERS,

XXXXX FARGO BANK, NATIONAL ASSOCIATION,
AS ADMINISTRATIVE AGENT AND AS SOLE LEAD ARRANGER

AND

DEUTSCHE BANK TRUST COMPANY AMERICAS, WACHOVIA BANK, N.A., AND
JPMORGAN CHASE BANK, N.A., AS SYNDICATION AGENTS,

AND

PNC BANK, NATIONAL ASSOCIATION
AS DOCUMENTATION AGENT

Dated as of July 7, 2005

TABLE OF CONTENTS


			Page
ARTICLE 1 DEFINITIONS				1

	1.1.	Certain Defined Terms		1
	1.2.	Computation of Time Periods		31
	1.3.	Terms		31

ARTICLE 2 ADVANCES				32

	2.1.	Loan Advances and Repayment		32
	2.2.	Authorization to Obtain Advances		45
	2.3.	Lenders’ Accounting		45
	2.4.	Interest on the Advances		46
	2.5.	Fees		50
	2.6.	Payments		52
	2.7.	Notice of Increased Costs		53
	2.8.	Voluntary Termination or Reduction of Commitment		53
	2.9.	Optional Increase to the Commitment		53
	2.10.	Expiration or Maturity Date of Letters of Credit Past Maturity Date		55
	2.11.	Funds Transfer Disbursements		55
	2.12.	Electronic Document Delivery		56

ARTICLE 3 CONDITIONS TO ADVANCES				57

	3.1.	Conditions to Effectiveness; Initial Advances		57
	3.2.	Conditions Precedent to All Advances		58

ARTICLE 4 REPRESENTATIONS AND WARRANTIES				59

	4.1.	Representations and Warranties as to Borrower, Etc		59
	4.2.	Representations and Warranties as to the REIT		64

ARTICLE 5 REPORTING COVENANTS				67

	5.1.	Financial Statements and Other Financial and Operating Information		67
	5.2.	Environmental Notices		72
	5.3.	Confidentiality		73
	5.4.	Annual Evidence of Insurance		73

ARTICLE 6 AFFIRMATIVE COVENANTS				73

	6.1.	With Respect to Borrower:		73
	6.2.	With Respect to the REIT:		76
	6.3.	USA Patriot Act Notice. Compliance		77

ARTICLE 7 NEGATIVE COVENANTS				77

	7.1.	With Respect to all Parties		77
	7.2.	Amendment of Constituent Documents		79
	7.3.	REIT Directors		79
	7.4.	[Intentionally Omitted.]		79
	7.5.	Margin Regulations		79
	7.6.	Organization of Borrower; Etc		79

TABLE OF CONTENTS


			Page
	7.7.	With Respect to the REIT:		79

ARTICLE 8 FINANCIAL COVENANTS				80

	8.1.	Tangible Net Worth		80
	8.2.	Maximum Total Liabilities to Gross Asset Value		80
	8.3.	[Intentionally Omitted.]		80
	8.4.	Minimum Fixed Charge Coverage Ratio		80
	8.5.	Minimum Unencumbered Pool		80
	8.6.	Minimum Unsecured Interest Expense Coverage		80
	8.7.	Distributions		80
	8.8.	Investments; Asset Mix		81

ARTICLE 9 EVENTS OF DEFAULT; RIGHTS AND REMEDIES				83

	9.1.	Events of Default		83
	9.2.	Rights and Remedies		85
	9.3.	Rescission		87
	9.4.	Letter of Credit Collateral Account		87

ARTICLE 10 AGENCY PROVISIONS				88

	10.1.	Appointment		88
	10.2.	Nature of Duties		88
	10.3.	Disbursements of Advances		89
	10.4.	Distribution and Apportionment of Payments		91
	10.5.	Rights, Exculpation, Etc		92
	10.6.	Reliance		93
	10.7.	Indemnification		93
	10.8.	Administrative Agent Individually		93
	10.9.	Successor Administrative Agent; Resignation of Administrative Agent; Removal of Administrative Agent		93
	10.10.	Consent and Approvals		94
	10.11.	Certain Agency Provisions Relating to Enforcement		96
	10.12.	Ratable Sharing		96
	10.13.	Delivery of Documents		97
	10.14.	Notice of Events of Default		97
	10.15.	Documentation and Syndication Agents		97

ARTICLE 11 MISCELLANEOUS				98

	11.1.	Expenses		98
	11.2.	Indemnity		98
	11.3.	Change in Accounting Principles and “Funds from Operations” Definition		99
	11.4.	Amendments and Waivers		99
	11.5.	Independence of Covenants		101
	11.6.	Notices and Delivery		101
	11.7.	Survival of Warranties, Indemnities and Agreements		102
	11.8.	Failure or Indulgence Not Waiver: Remedies Cumulative		102
	11.9.	Payments Set Aside		102

TABLE OF CONTENTS


		Page
11.10.	Severability		102
11.11.	Headings		102
11.12.	Governing Law; Waiver		103
11.13.	Limitation of Liability		103
11.14.	Successors and Assigns		103
11.15.	Consent to Jurisdiction and Service of Process; Waiver of Jury Trial		103
11.16.	Counterparts; Effectiveness; Inconsistencies		104
11.17.	Performance of Obligations		104
11.18.	Construction		104
11.19.	Entire Agreement		104
11.20.	Assignments and Participations		104
11.21.	Tax Shelter Regulations		107

Exhibits:


A	–	Form of Assignment and Assumption
B-1	–	Form of Bid Advance Note
B-2	–	Form of Competitive Bid Request
B-3	–	Form of Competitive Bid
C	–	Form of Compliance Certificate
D	–	Form of Fixed Rate Notice
E	–	Form of Guaranty
F	–	Form of Note
G	–	Form of Notice of Borrowing
H-1	–	Form of REIT Solvency Certificate
H-2	–	Form of Borrower Solvency Certificate
I		Form of Swing Line Note

Schedules:


1.1	–	Pro Rata Shares of Lenders
2.1(e)	–	Adjusting Purchase Payments
2.2	–	Employees Authorized to Sign Notices of Borrowing
4.1(c)	–	Non-REIT Ownership of Borrower
4.1(j)	–	Litigation Disclosure
4.1(s)	–	Environmental Disclosure
4.1(v)	–	Management Agreements and Ground Leases
4.2(l)	–	ERISA Benefit Plans
8.5	–	Unencumbered Assets

iii

Loan No. 9188ZL

FOURTH AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT

THIS FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT, dated as of July 7, 2005 (as amended, supplemented or modified from time to time, this “Agreement”), is made and entered into by and among ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership (“Borrower”), each of the Lenders, as hereinafter defined, XXXXX FARGO BANK, NATIONAL ASSOCIATION (“Xxxxx Fargo”), as Administrative Agent and Sole Lead Arranger, DEUTSCHE BANK TRUST COMPANY AMERICAS, WACHOVIA BANK, N.A. and JPMORGAN CHASE BANK, N.A., as Syndication Agents, and PNC BANK, NATIONAL ASSOCIATION, as Documentation Agent.

RECITALS

(a) Pursuant to the Prior Credit Agreement, the Prior Lenders made the Prior Loan to Borrower.

(b) Borrower, the Lenders and Administrative Agent desire to amend and restate the Prior Credit Agreement and certain of the Prior Loan Documents, all as more particularly set forth below.

NOW, THEREFORE, Borrower, the Lenders and Administrative Agent do hereby amend and restate the Prior Credit Agreement as follows:

ARTICLE 1
DEFINITIONS

1.1. Certain Defined Terms. The following terms used in this Agreement shall have the following meanings (such meanings to be applicable, except to the extent otherwise indicated in a definition of a particular term, both to the singular and the plural forms of the terms defined):

“Absolute Rate” means the fixed rate at which a Lender offers to make an Absolute Rate Bid Advance to Borrower in response to a Competitive Bid Request.

“Absolute Rate Auction” means the submission by one or more of the Lenders of Competitive Bids for Absolute Rate Bid Advances pursuant to Section 2.1(a)(ii)(C)(3).

“Absolute Rate Bid Advances” means Bid Advances made on the basis of an Absolute Rate.

“Accountants” means (i) Ernst & Young LLP, or (ii) any other firm of certified public accountants of recognized national standing selected by Borrower and reasonably acceptable to Administrative Agent.

“Acquired Assets” means, as of the date of determination, real property that (i) has been owned for less than twelve (12) months, and (ii) Borrower has elected, at its option, to value, for purposes of this Agreement, at such real property’s book value plus depreciation, it being understood that Borrower may change its election pursuant to this clause (ii) at any time.

“Acquisition Price” means the aggregate purchase price for an asset, including bona fide purchase money financing provided by the seller and all other Indebtedness encumbering such asset at the time of acquisition.

“Administrative Agent” means Xxxxx Fargo in its capacity as administrative agent for the Lenders under this Agreement, and any successor administrative agent appointed pursuant hereto.

“Advance” means any advance made or to be made to Borrower pursuant to Article 2, and includes each Base Rate Advance, each LIBOR Advance, each Swing Line Advance and each Bid Advance. As applicable, and as the context may require, each reference to “Advance” in this Agreement shall include the issuance of a Letter of Credit.

“Affiliates” as applied to any Person, means any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”), as applied to any Person, means (a) the possession, directly or indirectly, of the power to vote ten percent (10%) or more of the Securities having voting power for the election of directors of such Person or otherwise to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting Securities or by contract or otherwise, or (b) the ownership of ten percent (10%) or more of the outstanding general partnership or other ownership interests of such Person.

“Agreement” shall have the meaning set forth in the first paragraph hereof.

“Applicable Facility Fee Rate” means, for each Fiscal Quarter in respect of which Borrower is required to pay the Facility Fee pursuant to Section 2.5(b) the rate set forth below (expressed in basis points per annum) opposite the Applicable Pricing Level as of the last day of such Fiscal Quarter:


Applicable		Applicable
Pricing Level		Facility Fee Rate
I		15.00
II		20.00
III		20.00
IV		40.00

Page 2

“Applicable LIBOR Rate Margin” means, for each Pricing Period, the interest rate margin set forth below (expressed in basis points per annum) opposite the Applicable Pricing Level for that Pricing Period:


Applicable
Pricing Level	Margin
I		65.00
II		70.00
III		85.00
IV		115.00

“Applicable Pricing Level” means (a) for the First Pricing Period, Pricing Level III and (b) for each Pricing Period thereafter, the pricing level set forth below, as applicable, either (i) if Borrower did not deliver a Rating Notice to Administrative Agent as required by Section 6.1(j), below, Level IV, or (ii) if Administrative Agent did receive a Rating Notice, the Pricing Level opposite Borrower’s Long-Term Unsecured Senior Debt Rating as of the date of Administrative Agent’s receipt of such Rating Notice as determined by Administrative Agent:


		Borrower’s Long-Term
Pricing Level		Unsecured Senior Debt Rating
I		Equal to or higher than BBB+/Baal
II		BBB/Baa2
III		BBB-/Baa3
IV		Lower than BBB-/Baa3 or No Rating

“Applicable Swing Line Advance Margin” means, for each Pricing Period, the interest rate margin set forth below (expressed in basis points per annum) opposite the Applicable Pricing Level for that Pricing Period:


Applicable	Margin
Pricing Level	(to be deducted, per Section 2.4(a))
I		200.00
II		175.00
III		150.00
IV		0.00

“Assignment and Assumption” means an Assignment and Assumption Agreement in the form of Exhibit A hereto (with blanks appropriately filled in) delivered to Administrative Agent in connection with each assignment of a Lender’s interest under this Agreement pursuant to Section 11.20.

“Base Rate” means, on any day, the higher of (a) the rate of interest per annum established from time to time by Administrative Agent at its principal office in San Francisco,

Page 3

California, and designated as its prime rate as in effect on such day and (b) the Federal Funds Rate in effect on such day plus one-half of one percent (0.5%) per annum.

“Base Rate Advance” means an Advance bearing interest at the Base Rate.

“Benefit Plan” means any employee pension benefit plan as defined in Section 3(2) of ERISA (other than a Multiemployer Plan) in respect of which the REIT or an ERISA Affiliate thereof is, or within the immediately preceding five (5) years was, an “employer” as defined in Section 3(5) of ERISA.

“Bid Advance” means an Advance by a Lender pursuant to the Bid Facility, which may be either an Absolute Rate Bid Advance or a Fixed Rate Bid Advance.

“Bid Advance Limit” means the lesser of (i) One Hundred Fifty Five Million Dollars ($155,000,000), or (ii) fifty percent (50%) of the Commitment.

“Bid Advance Note” means a promissory note made by Borrower payable to the order of any Lender, in the amount of the lesser of (i) the Bid Advance Limit or (ii) the aggregate amount of the Bid Advances from time to time outstanding to such Lender, which note is substantially in the form of Exhibit B-1, as amended from time to time.

“Bid Facility” means the credit facility for the requesting and making of Bid Advances described in Section 2.1(a)(ii).

“Borrower” means Arden Realty Limited Partnership, a Maryland limited partnership.

“Borrower’s Long-Term Unsecured Senior Debt Rating” means either: (i) the lower of such rating as set by Standard & Poor’s and as set by any one of Xxxxx’x Investors Service, Inc., Duff and Xxxxxx, Xxxxx Investors Service, Inc. or another nationally-recognized rating agency acceptable to Administrative Agent; or (ii) if Borrower receives more than two ratings of its long-term unsecured senior Debt that are not equivalent, the average of the two lowest such ratings (or if such two lowest ratings cannot be averaged, the lower of such two lowest ratings), provided that at least one of such ratings is from either Xxxxx’x Investors Service, Inc. or Standard & Poor’s.

“Business Day” means (a) with respect to any Advance, payment or rate determination of LIBOR Advances, a day, other than a Saturday or Sunday, on which Administrative Agent is open for business in San Francisco and on which dealings in Dollars are carried on in the London interbank market, and (b) for all other purposes any day excluding Saturday, Sunday and any day which is a legal holiday under the laws of the State of California, or is a day on which banking institutions located in California are required or authorized by law or other governmental action to close.

“Capital Lease” means, as applied to any Person, any lease of any property (whether real, personal or mixed) by that Person as lessee which, in conformity with GAAP, is or should be accounted for as a capital lease on the balance sheet of that Person.

Page 4

“Capital Lease Obligations” means all monetary obligations of a Person under any Capital Lease.

“Capitalized Loan Fees” means, with respect to the REIT and any Consolidated Entity, and with respect to any period, (a) any up-front, closing or similar fees paid by such Person in connection with the incurring or refinancing of Indebtedness during such period and (b) all other costs incurred in connection with the incurring or refinancing of Indebtedness during such period, including, without limitation, appraisal fees paid to lenders, costs and expenses incurred in connection with Swap Agreements, phase 1 environmental report review fees paid to lenders and legal fees, in each of the foregoing cases, that are capitalized on the balance sheet of such Person and amortized over the term of such Indebtedness.

“Capitalization Rate” shall mean eight and one quarter percent (8.25%), or if the Maturity Date is extended pursuant to Section 2.1(d), such other percentage as determined by Administrative Agent pursuant to such Section 2.1(d).

“Capital Stock” means, with respect to any Person, all (i) shares, interests, participations or other equivalents (howsoever designated) of capital stock or partnership, membership or other equity interests of such Person and (ii) rights (other than debt securities convertible into capital stock or other equity interests), warrants or options to acquire any such capital stock or partnership or other equity interests of such Person. The term “Capital Stock” includes the Partnership Units of Borrower.

“Carryover Principal Balance” means $286,000,000, which is the outstanding principal balance of the Prior Loan as of the date of this Agreement.

“Cash” means, when used in connection with any Person, all monetary and nonmonetary items owned by that Person that are treated as cash in accordance with GAAP, consistently applied.

“Cash Equivalents” means (a) marketable direct obligations issued or unconditionally guaranteed by the United States Government or issued by an agency thereof and backed by the full faith and credit of the United States, in each case maturing within one (1) year after the date of acquisition thereof; (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within one year after the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings obtainable from any two of Standard & Poor’s, Xxxxx’x Investors Service, Inc., Duff and Xxxxxx, or Xxxxx Investors Service, Inc. (or, if at any time no two of the foregoing shall be rating such obligations, then from such other nationally recognized rating services as may be acceptable to Administrative Agent) and not listed for possible down-grade in Credit Watch published by Standard & Poor’s; (c) commercial paper, other than commercial paper issued by Borrower or any of its Affiliates, maturing no more than one year after the date of acquisition thereof and, at the time of acquisition, having a rating of at least A-1 or P-1 from either Standard & Poor’s, or Xxxxx’x Investors Service, Inc. (or, if at any time neither Standard & Poor’s, nor Xxxxx’x Investors Service, Inc. shall be rating such obligations, then the highest rating from such other nationally recognized rating services as may be acceptable to Administrative Agent); (d) domestic and Eurodollar certificates of deposit

Page 5

or time deposits or bankers’ acceptances maturing within one year after the date of acquisition thereof, overnight securities repurchase agreements, or reverse repurchase agreements secured by any of the foregoing types of securities or debt instruments issued, in each case, by any commercial bank organized under the laws of the United States of America or any state thereof or the District of Columbia or Canada which at the time of acquisition (A) has (or, in the case of a bank which is a subsidiary, such bank’s parent has) a rating of its senior unsecured debt obligations of not less than Baa-2 by Xxxxx’x Investors Service, Inc. or a comparable rating by a rating agency acceptable to Administrative Agent and (B) has total assets in excess of Ten Billion Dollars ($10,000,000,000); and (e) investments in institutional money market funds investing primarily in securities of the type described in any one or more of clauses (a) through (d) above.

“Closing Date” means the date on which the applicable conditions contained in Sections 3.1 and 3.2 are satisfied or waived. Within five (5) Business Days of the occurrence thereof Administrative Agent shall deliver written notice to Borrower and the Lenders confirming the date on which the Closing Date occurred.

“CMBS Entities” means, collectively, Arden Realty Finance, Inc., a California corporation, which is a wholly-owned subsidiary corporation of the REIT, Arden Realty Finance III LLC, a Delaware limited liability company, which is wholly owned by Borrower, Arden Realty Finance IV LLC, a Delaware limited liability company, which is wholly owned by Borrower, Arden Realty Finance V LLC, a Delaware limited liability company, which is wholly owned by Borrower, and Arden Realty Finance VI LLC, a Delaware limited liability company, which is wholly owned by Borrower.

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

“Commission” means the Securities and Exchange Commission.

“Commitment” means, subject to Sections 2.7, 2.8 and 2.9, $310,000,000. As of the Closing Date, the respective Pro Rata Shares of the Lenders with respect to the Commitment are set forth in Schedule 1.1.

“Competitive Bid” means an offer by a Lender to make a Bid Advance in response to a Competitive Bid Request, substantially in the form of Exhibit B-3.

“Competitive Bid Request” means a notice, in substantially the form of Exhibit B-2, requesting that the Lenders submit Competitive Bids.

“Completed Construction Assets” means recently completed Properties (i) in respect of which not more than twelve (12) months have elapsed following the earlier of (A) the receipt of a temporary certificate of occupancy therefor, or (B) an architect’s certificate certifying substantial completion in accordance with the plans therefor, and (ii) that Borrower has elected, at its option, to value, for purposes of this Agreement, at book value plus depreciation, it being understood that Borrower may change its election pursuant to this clause (ii) at any time.

Page 6

“Compliance Certificate” means a certificate in the form of Exhibit C hereto delivered to Administrative Agent by Borrower pursuant to Section 5.1(d) or other provisions of this Agreement and covering compliance with the covenants contained in Section 7.3 and Article 8.

“Consolidated Entity” means, collectively, (i) Borrower and (ii) any other Person the accounts of which are consolidated with those of the REIT in the consolidated financial statements of the REIT in accordance with GAAP.

“Construction in Progress” means (a) land on which construction of Property improvements has commenced and is diligently proceeding, and (b) land which is planned for commencement of development within twelve (12) months following the date of acquisition. If construction of Property improvements on such land has commenced, and such construction later ceases for forty-five (45) or more consecutive days, then such land shall cease to be Construction in Progress and shall be deemed to be Land until Borrower starts construction of such improvements again. Such land shall cease to be considered Construction in Progress upon satisfaction of either of the (A) or (B) conditions set forth in clause (i) of the definition of Completed Construction Asset. “Construction in Progress” shall not include Completed Construction Assets or Properties Under Renovation.

“Contaminant” means any pollutant (as that term is defined in 42 U.S.C. 9601(33)) or toxic pollutant (as that term is defined in 33 U.S.C. 1362(13)), hazardous substance (as that term is defined in 42 U.S.C. 9601(14)), hazardous chemical (as that term is defined by 29 CFR Section 1910.1200(c)), toxic substance, hazardous waste (as that term is defined in 42 U.S.C. 6903(5)), radioactive material, special waste, petroleum (including crude oil or any petroleum-derived substance, waste, or breakdown or decomposition product thereof), any constituent of any such substance or waste, including, but not limited to, polychlorinated biphenyls and asbestos, or any other substance or waste deleterious to the environment the release, disposal or remediation of which is now or at any time becomes subject to regulation under any Environmental Law.

“Contractual Obligation” as applied to any Person, means any provision of any Securities issued by that Person or any indenture, mortgage, deed of trust, lease, contract, undertaking, document or instrument to which that Person is a party or by which it or any of its properties is bound, or to which it or any of its properties is subject (including, without limitation, any restrictive covenant affecting such Person or any of its properties).

“Court Order” means any judgment, writ, injunction, decree, rule or regulation of any court or Governmental Authority binding upon the Person in question.

“Debt” means, with respect to any Person, without duplication, the principal amount of (a) its liabilities for borrowed money, (b) its liabilities for the deferred purchase price of property acquired by such Person (excluding accounts payable in the ordinary course of business, but including, without limitation, all liabilities created or arising under any conditional sale or other title retention agreement with respect to any property), (c) its Capitalized Lease Obligations, (d) any liabilities for borrowed money secured by a Lien with respect to any property owned by such Person (whether or not it is assumed by such Person or such Person

Page 7

otherwise becomes liable for such liabilities), but in any event not to exceed the value (which value shall not exceed the Gross Asset Value of such property as determined pursuant to such defined term) of the property so secured if such liability is otherwise a non-recourse obligation, (e) all liabilities with respect to any unreimbursed draws on letters of credit, (f) any guaranty of such Person with respect to any of the foregoing, and (g) the termination liability under any Swap Agreement.

“Debt Service” means, for any period, Interest Expense for such period plus scheduled principal amortization (excluding any balloon or bullet payment due at maturity) for such period on all Debt of the REIT and the Consolidated Entities and on the REIT’s and each Consolidated Entity’s pro rata share of all Debt of each Unconsolidated Joint Venture. For purposes of the foregoing definition, the REIT’s and such Consolidated Entity’s pro rata share of such Debt shall be deemed to be equal to the product of (i) such Debt, multiplied by (ii) the percentage of the total outstanding Capital Stock of such Unconsolidated Joint Venture held by the REIT or such Consolidated Entity, expressed as a decimal. For purposes of the preceding sentence, the term “Capital Stock” shall not include the interests described in clause (ii) of the definition of “Capital Stock”.

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

“Depreciation and Amortization Expense” means (without duplication), for any period, the sum for such period of (i) total depreciation and amortization expense, whether paid or accrued, of the REIT and the Consolidated Entities, plus (ii) the REIT’s and each Consolidated Entity’s pro rata share of depreciation and amortization expenses of Unconsolidated Joint Ventures. For purposes of this definition, the REIT’s and such Consolidated Entity’s pro rata share of depreciation and amortization expense of any Unconsolidated Joint Venture shall be deemed equal to the product of (i) the depreciation and amortization expense of such Unconsolidated Joint Venture, multiplied by (ii) the percentage of the total outstanding Capital Stock of such Unconsolidated Joint Venture held by the REIT or such Consolidated Entity, expressed as a decimal. For purposes of the preceding sentence, the term “Capital Stock” shall not include the interests described in clause (ii) of the definition of “Capital Stock”.

“Designated Market” means, with respect to any LIBOR Advance, the London interbank LIBOR market or such other interbank LIBOR market as may be designated in writing from time to time by the Requisite Lenders.

“Disqualified Stock” means any capital stock, warrants, options or other rights to acquire capital stock (but excluding any debt security which is convertible, or exchangeable, for capital stock), which, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures or is mandatorily redeemable prior to the Maturity Date, pursuant to a sinking fund obligation or otherwise, or is or may be redeemable at the option of the holder thereof, in whole or in part, prior to the Maturity Date. Borrower’s Partnership Units shall not be considered Disqualified Stock.

Page 8

“Documentation Agent” means PNC Bank, National Association, and/or such other Lender as is hereafter designated in writing by the Administrative Agent to serve as a Documentation Agent hereunder (subject to Section 10.15).

“DOL” means the United States Department of Labor and any successor department or agency.

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

“EBITDA” means, for any period, Net Income, plus (without duplication) (a) Interest Expense, (b) Tax Expense, and (c) Depreciation and Amortization Expense, in each case for such period.

“Environmental Laws” has the meaning set forth in Section 4.1(s).

“Environmental Lien” means a Lien in favor of any Governmental Authority for (a) any liability under Environmental Laws, or (b) damages arising from, or costs incurred by such Governmental Authority in response to, a Release or threatened Release of a Contaminant into the environment.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute.

“ERISA Affiliate” means, with respect to any Person, any (a) corporation which is, becomes, or is deemed to be a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as such Person, (b) partnership, trade or business (whether or not incorporated) which is, becomes or is deemed to be under common control (within the meaning of Section 414(c) of the Code) with such Person, (c) solely for purposes of potential liability under Section 302(c)(11) of ERISA and Section 412(c)(11) of the Code and the lien created under Section 302(f) of ERISA and Section 412(n) of the Code, Person which is, becomes or is deemed to be a member of the same “affiliated service group” (as defined in Section 414(m) of the Code) as such Person, or (d) solely for purposes of potential liability under Section 302(c)(11) of ERISA and Section 412(c)(11) of the Code and the lien created under Section 302(f) of ERISA and Section 412(n) of the Code, other organization or arrangement described in Section 414(o) of the Code which is, becomes or is deemed to be required to be aggregated pursuant to regulations issued under Section 414(o) of the Code with such Person pursuant to Section 414(o) of the Code.

“Event of Default” means any of the occurrences so defined in Article 9.

“Existing Markets” means Kern, Ventura, Los Angeles, Orange, San Diego, Riverside or San Bernardino Counties.

“Facility Fee” has the meaning set forth in Section 2.5(b).

“FDIC” means the Federal Deposit Insurance Corporation or any successor thereto.

Page 9

“Federal Funds Rate” means, as of any date of determination, the rate set forth in the weekly statistical release designated as H.15(519), or any successor publication, published by the Federal Reserve Board of New York (including any such successor, “H.15(519)”) for such date opposite the caption “Federal Funds (Effective)”. If on any relevant date the appropriate rate for such date is not yet published in H.15(519), the rate for such date will be the arithmetic mean of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 A.M. (New York City time) on that date by each of three leading brokers of Federal Funds transactions in New York City selected by Administrative Agent. For purposes of this Agreement, any change in the Base Rate due to a change in the Federal Funds Rate shall be effective as of the opening of business on the effective date of such change.

“Federal Reserve Board” means the Board of Governors of the Federal Reserve System or any governmental authority succeeding to its functions.

“FIRREA” means the Financial Institutions Recovery, Reform and Enforcement Act of 1989, as amended from time to time.

“First Pricing Period” means the period commencing on the Closing Date and ending on (and including) the date occurring three (3) Business Days after Administrative Agent receives the first Rating Notice from Borrower.

“Fiscal Quarter” means each three-month period ending on March 31, June 30, September 30 and December 31.

“Fiscal Year” means the fiscal year of Borrower which shall be the twelve (12) month period ending on the last day of December in each year.

“Fixed Charge Coverage Ratio” means, at any time, the ratio of (i) EBITDA for the Fiscal Quarter then most recently ended plus fixed or “base” rental payments (but excluding any contingent rental payment) under any ground leases to which the REIT and/or any Consolidated Entity is a party, in each case at the end of such period, to (ii) the sum of (a) Fixed Charges for such period and (b) preferred dividend payments for such period.

“Fixed Charges” means, for any period, the sum of the amounts for such period of (i) scheduled payments of principal of Debt of the REIT and the Consolidated Entities (other than any payment of the entire unpaid balance of any such Debt at its final maturity or balloon payment, referred to herein as a “bullet payment”), (ii) the REIT’s and each Consolidated Entity’s pro rata share of scheduled payments of principal of Debt of Unconsolidated Joint Ventures (other than bullet payments) that does not otherwise constitute Debt of and is not otherwise recourse to the REIT or such Consolidated Entity or their assets, (iii) Interest Expense, (iv) an amount equal to $0.3125 per quarter, multiplied by the weighted average gross leasable area, measured in square feet and weighted by acquisition date, of all Real Properties held by the REIT or any of the Consolidated Entities, (v) the REIT’s and each Consolidated Entity’s pro rata share of an amount equal to the product (the “Clause (v) Product”) of $0.3125 per quarter, multiplied by the weighted average gross leasable area, measured in square feet and weighted by acquisition date, of all Real Properties held by Unconsolidated Joint Ventures, (vi) Tax Expense, and (vii) fixed or “base” rental payments (but excluding any contingent rental payment) under

Page 10

any ground leases to which the REIT and/or any Consolidated Entity is a party, in each case, at the end of such period. For purposes of clause (ii), the REIT’s and such Consolidated Entity’s pro rata share of payments by any Unconsolidated Joint Venture shall be deemed equal to the product of (a) the payments made by such Unconsolidated Joint Venture, multiplied by (b) the percentage of the total outstanding Capital Stock of such Unconsolidated Joint Venture held by the REIT or such Consolidated Entity, expressed as a decimal. For purposes of clause (v), the REIT’s and such Consolidated Entity’s pro rata share of the Clause (v) Product shall be deemed equal to the product of (a) the Clause (v) Product, multiplied by (b) the percentage of the total outstanding Capital Stock of such Unconsolidated Joint Ventures held by the REIT or such Consolidated Entity, expressed as a decimal. For the purposes of the two immediately preceding sentences, the term “Capital Stock” shall not include the interests described in clause (ii) of the definition of “Capital Stock”.

“Fixed Rate Auction” means the submission by one or more of the Lenders of Competitive Bids for Fixed Rate Bid Advances pursuant to Section 2.1(a)(ii)(C)(3).

“Fixed Rate Bid Advances” means Advances made on the basis of the LIBOR Bid Margin.

“Fixed Rate Notice” means, with respect to a LIBOR Advance pursuant to Section 2.1(a)(i)(B), a notice substantially in the form of Exhibit D.

“Fixed Rate Period” means, with respect to a Bid Advance, the term of such Bid Advance.

“Fixed Rate Price Adjustment” has the meaning given to such term in Section 2.4(j)(iii).

“Funding Date” means, with respect to any Advance, the date of the funding of such Advance, or the date of issuance of a Letter of Credit.

“Funds from Operations” shall be interpreted consistently with the NAREIT Definition and, subject to Section 11.3, shall mean, for any period, net income or loss computed in accordance with GAAP excluding extraordinary items, as defined by GAAP, and gains and losses from sales of depreciable operating property plus real estate-related depreciation and after adjustment for Unconsolidated Joint Ventures. (Adjustments for Unconsolidated Joint Ventures shall be calculated to reflect funds from operations on the same basis.).

“GAAP” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board, or in such other statements by such other entity as may be in general use by significant segments of the accounting profession, which are applicable to the circumstances as of the date of determination.

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

Page 11

“Gross Asset Value” means, as of the date of determination, the sum of (without duplication):

(i) the product of (A) EBITDA for the fiscal period consisting of the Fiscal Quarter most recently ended (less EBITDA attributable to those assets valued pursuant to clauses (ii) through (viii) below to the extent that such assets have been included in the calculation of Gross Asset Value pursuant to such clauses (ii) through (viii), and less EBITDA attributable to property disposed of during such Fiscal Quarter), multiplied by (B) four (4), divided by the Capitalization Rate;

(ii) Cash and Cash Equivalents held by the REIT and the Consolidated Entities on the last day of such most recently ended Fiscal Quarter;

(iii) the book value of all Land held by the REIT and the Consolidated Entities on the last day of such most recently ended Fiscal Quarter;

(iv) the book value of all Construction in Progress held by the REIT and the Consolidated Entities on the last day of such most recently ended Fiscal Quarter;

(v) the book value plus depreciation of all Completed Construction Assets held by the REIT and the Consolidated Entities on the last day of such most recently ended Fiscal Quarter, up to a maximum of twelve and one-half percent (12.5%) of Gross Asset Value;

(vi) the book value plus depreciation of all Properties Under Renovation held by the REIT and the Consolidated Entities on the last day of such most recently ended Fiscal Quarter, up to a maximum of fifteen percent (15%) of Gross Asset Value;

(vii) the book value plus depreciation of all Acquired Assets held by the REIT and the Consolidated Entities on the last day of such most recently ended Fiscal Quarter, up to a maximum of twenty percent (20%) of Gross Asset Value; and

(viii) with respect to Unconsolidated Joint Ventures whose assets are primarily non-real estate, the REIT’s and each Consolidated Entity’s pro rata share (determined as provided in the following paragraph) of the book value plus depreciation of the assets held by each such Unconsolidated Joint Venture.

For purposes of calculating “Gross Asset Value”, (a) the sum of the amounts determined pursuant to clauses (v), (vi) and (vii) above shall be limited to thirty-five percent (35%) of Gross Asset Value, and (b) for purposes of valuing assets pursuant to clauses (ii) through (vii) above, the REIT’s and each Consolidated Entity’s pro rata share of such assets held by any Unconsolidated Joint Venture shall be valued as equal to the product of (x) the value (determined in accordance with the applicable standard in clauses (ii) through (vii) above) of such assets held by such Unconsolidated Joint Venture, multiplied by (y) the percentage of the total outstanding Capital Stock of such Unconsolidated Joint Venture held by the REIT or such Consolidated Entity, expressed as a decimal. For purposes of the preceding sentence, the term “Capital Stock” shall not include the interests described in clause (ii) of the definition of “Capital Stock.”

Page 12

In the event that either (a) a percentage limitation set forth in any of the clauses (v) through (vii) above or (b) the aggregate 35% limitation referred to in the preceding paragraph shall constitute a limiting factor on the valuation of any such Property, then the following rule shall apply “at the margin” (i.e., with respect to that particular Property which would cause any such maximum percentage limitation to be exceeded): (A) the book value plus depreciation of such Property shall be included in determining Gross Asset Value in accordance with clauses (v) through (vii) to the extent (herein referred to as the “Included Percentage”) permissible up to the limiting percentage as applicable; and (B) the balance of the value of such Property shall be determined in accordance with clause (i) above by including therein an amount equal to the product of the EBITDA of such Property times the reciprocal of the Included Percentage (i.e., 100% minus the Included Percentage). By way of example, if the book value plus depreciation of a Property were included up to an amount equal to 35% thereof, then 65% of the EBITDA of such Property would be included in total EBITDA pursuant to clause (i) above.

“Guaranty” means a guaranty of payment in the form of Exhibit E.

“Guaranty Obligation” means, as to any Person, any (a) guarantee by that Person of Indebtedness of, or other obligation performable by, any other Person or (b) assurance given by that Person to an obligee of any other Person with respect to the performance of an obligation by, or the financial condition of, such other Person, whether direct, indirect or contingent, including any purchase or repurchase agreement covering such obligation or any collateral security therefor, any agreement to provide funds (by means of loans, capital contributions or otherwise) to such other Person, any agreement to support the solvency or level of any balance sheet item of such other Person or any “keep-well” or other arrangement of whatever nature given for the purpose of assuring or holding harmless such obligee against loss with respect to any obligation of such other Person; provided, however, that the term Guaranty Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guaranty Obligation in respect of Indebtedness shall be deemed to be an amount equal to the stated or determinable amount of the related Indebtedness (unless the Guaranty Obligation is limited by its terms to a lesser amount, in which case to the extent of such amount) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the Person in good faith. The amount of any other Guaranty Obligation shall be deemed to be zero unless and until the amount thereof has been (or in accordance with Financial Accounting Standards Board Statement No. 5 should be) quantified and reflected or disclosed in the consolidated financial statements (or notes thereto) of such Person.

“Indebtedness” means, as to any Person (without duplication), (a) all indebtedness, obligations or other liabilities of such Person for borrowed money, whether or not subordinated and whether with or without recourse beyond any collateral security, (b) all indebtedness, obligations or other liabilities of such Person evidenced by Securities or other similar instruments, (c) all reimbursement obligations and other liabilities of such Person with respect to letters of credit or banker’s acceptances issued for such Person’s account, (d) all obligations of such Person to pay the deferred purchase price of Property or services, (e) the principal portion of Capital Lease Obligations of such Person set forth in the financial statements of such Person and, with respect to each operating lease, including all ground leases to the extent not treated as Capital Leases, the present value of all rental payments due over the remaining term of such lease (using a discount rate of ten percent (10%)), provided, however, that, to the

Page 13

extent that any such operating lease payment has been deducted in determining Net Income, then such present value shall not be counted as Indebtedness in calculating the ratio set forth in Section 8.2, (f) all Guaranty Obligations of such Person, (g) [Intentionally Omitted], (h) all indebtedness, obligations or other liabilities of such Person or others secured by a Lien on any asset of such Person, whether or not such indebtedness, obligations or liabilities are assumed by, or are a personal liability of, such Person (including, without limitation, the principal amount of any assessment or similar indebtedness encumbering any property), (i) [Intentionally Omitted], (j) ERISA obligations currently due and payable, (k) as applied to the REIT and the Consolidated Entities, all indebtedness, obligations or other liabilities of Unconsolidated Joint Ventures of the type described in this definition of “Indebtedness” which are recourse to the REIT and/or any of the Consolidated Entities, (l) the REIT’s and each Consolidated Entity’s pro rata share of Nonrecourse Debt of Unconsolidated Joint Ventures, (m) the amount, on a xxxx-to-market basis, which would be owed by such Person to any counterparty under any Swap Agreement(s) or foreign currency exchange agreements, as the case may be, in the event such Swap Agreement(s) or foreign currency exchange agreements, as the case may be, were terminated as of any date of determination of Indebtedness, (n) improvement and assessment district taxes (including, without limitation, taxes under the Xxxxx-Xxxx Community Facilities Act of 1982,) assessed or otherwise due with respect to any Property of such Person, (o) tenant security deposits held under leases, and (p) without duplication or limitation, all liabilities and other obligations included in the financial statements (or notes thereto) of such Person as prepared in accordance with GAAP. For purposes of clause (l), the REIT’s and such Consolidated Entity’s pro rata share of Nonrecourse Debt of any Unconsolidated Joint Venture shall be deemed to be equal to the product of (i) the Nonrecourse Debt of such Unconsolidated Joint Venture, multiplied by (ii) the percentage of the total outstanding Capital Stock of such Joint Venture held by the REIT or such Consolidated Entity, expressed as a decimal. For purposes of the preceding sentence, the term “Capital Stock” shall not include the interests described in clause (ii) of the definition of “Capital Stock”.

“Intangible Assets” means assets that are considered intangible assets under GAAP, including customer lists, goodwill, computer software, copyrights, trade names, trademarks, patents and Capitalized Loan Fees (other than capitalized interest with respect to construction in progress).

“Interest Expense” means, for any period calculated in accordance with GAAP, the sum (without duplication) for such period of (i) total interest expense, whether paid or accrued, of the REIT and the Consolidated Entities (including all letter of credit fees) and the portion of any Capitalized Lease Obligations allocable to interest expense during such period, including the REIT’s and each Consolidated Entity’s share of interest expenses in Unconsolidated Joint Ventures but excluding amortization or write-off of debt discount and expense (except as provided in clause (ii) below), (ii) with respect to the REIT and the Consolidated Entities, amortization of costs related to Swap Agreements, (iii) interest expense on Property specific, secured construction loans accrued during the construction period to the extent that such interest expense is not funded by such construction loan under a designated interest reserve thereunder, (iv) with respect to the REIT and the Consolidated Entities, and except as provided in the foregoing clause (iii), capitalized interest, (v) amortization of Capitalized Loan Fees, (vi) to the extent not included in clauses (i), (ii), (iii), (iv) and (v), the REIT’s and each Consolidated Entity’s pro rata share of interest expense and other amounts of the type referred to

Page 14

in such clauses of the Unconsolidated Joint Ventures, and (vii) interest incurred on any liability or obligation that constitutes a Guaranty Obligation of the REIT or any Consolidated Entity, but only to the extent such interest is actually paid by the REIT or such Consolidated Entity under the applicable Guaranty Obligation. For purposes of clause (vi), the REIT’s and such Consolidated Entity’s pro rata share of interest expense or other amount of any Unconsolidated Joint Venture shall be deemed equal to the product of (a) the interest expense or other relevant amount of such Unconsolidated Joint Venture, multiplied by (b) the percentage of the total outstanding Capital Stock of such Unconsolidated Joint Venture held by the REIT or such Consolidated Entity, expressed as a decimal. For purposes of the preceding sentence, the term “Capital Stock” shall not include the interests described in clause (ii) of the definition of “Capital Stock”.

“Interest Period” means, with respect to each LIBOR Advance, a period commencing on a Business Day and ending one (1), two (2), three (3) or six (6) months thereafter, as specified by Borrower pursuant to Section 2.1(a)(i)(B), provided that any such period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such period shall end on the immediately preceding Business Day.

“Investment” means, with respect to any Person, (i) 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, (ii) 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, and (iii) any Guaranty Obligations by that Person with respect to such other Person. The amount of any Investment shall be the original cost of such Investment, plus the cost of all additions thereto less any distributions therefrom, but, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment.

“Investment Mortgages” mean mortgages or deeds of trust securing indebtedness owned by Borrower.

“IRS” means the Internal Revenue Service and any Person succeeding to the functions thereof.

“Joint Venture” means a joint venture, partnership, limited liability company, business trust or similar arrangement, whether in corporate, partnership, limited liability company or other legal form, in each case, which are not directly or indirectly wholly-owned by Borrower.

“Land” means unimproved (except as otherwise provided in the definition of “Construction in Progress”) land. “Land” does not include Construction in Progress.

“L/C Commitment Amount” equals $20,000,000.

Page 15

“L/C Maturity Date” means the date which is thirty (30) days prior to the Maturity Date.

“Lease Buyout Proceeds” means all proceeds received by or otherwise payable to any Person in connection with the agreement (whether contained in a lease or otherwise) by that Person to terminate or otherwise cancel or shorten the term of any lease with respect to which such Person is the lessor or landlord.

“Lender Taxes” has the meaning given to such term in Section 2.4(i)(i).

“Lenders” means Xxxxx Fargo (for so long as it holds an interest in a Note) and any other bank, finance company, insurance or other financial institution which is or becomes a party to this Agreement by execution of a counterpart signature page hereto or an Assignment and Assumption, as assignee. At all times that there are no Lenders other than Xxxxx Fargo, the terms “Lender” and “Lenders” means Xxxxx Fargo (for so long as it holds an interest in a Note) in its individual capacity. With respect to matters requiring the consent to or approval of all Lenders at any given time, all then existing Defaulting Lenders will be disregarded and excluded, and, for voting purposes only, “all Lenders” shall be deemed to mean “all Lenders other than Defaulting Lenders”.

“Letter of Credit” has the meaning given that term in Section 2.1(a)(iv)(A).

“Letter of Credit Collateral Account” means a special deposit account accruing interest in favor of Borrower maintained by the Administrative Agent and under its sole dominion and control.

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

“Letter of Credit Liabilities” means, without duplication, at any time and in respect of any Letter of Credit, the sum of (a) the Stated Amount of such Letter of Credit plus (b) the aggregate unpaid principal amount of all Reimbursement Obligations of the Borrower at such time due and payable in respect of all drawings made under such Letter of Credit. For purposes of this Agreement, a Lender shall be deemed to hold a Letter of Credit Liability in an amount equal to its Pro Rata Share in the related Letter of Credit.

“Liabilities and Costs” means all claims, judgments, liabilities, obligations, responsibilities, losses, damages (including lost profits), punitive or treble damages, costs, disbursements and expenses (including, without limitation, reasonable attorneys’, experts’ and consulting fees and costs of investigation and feasibility studies), fines, penalties and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future.

“LIBOR Advance” means an Advance bearing interest at a fixed rate of interest determined by reference to the LIBOR Rate.

Page 16

“LIBOR Bid Margin” means the margin above or below LIBOR at which a Lender offers to make a Fixed Rate Bid Advance to Borrower in response to a Competitive Bid Request.

“LIBOR Office” means, relative to any Lender, the office of such Lender designated as such on the counterpart signature pages hereto or such other office of a Lender as designated from time to time by notice from such Lender to Administrative Agent, whether or not outside the United States, which shall be making or maintaining LIBOR Advances of such Lender.

“LIBOR Rate” means, with respect to any LIBOR Advance, the rate per annum (determined solely by the Administrative Agent and rounded upward to the next 1/16th of one percent) at which deposits in Dollars are offered by the Administrative Agent in the Designated Market, in either case, at approximately 9:00 A.M. (California time) two (2) Business Days prior to the first day of the applicable Interest Period in an amount approximately equal to such LIBOR Advance, and for a period of time comparable to the number of days in the applicable Interest Period. The determination of the LIBOR Rate by Administrative Agent shall be conclusive in the absence of manifest error. The foregoing rate of interest shall be reserve adjusted by dividing the LIBOR Rate by one (1.00) minus the LIBOR Reserve Percentage, with such quotient to be rounded upward to the nearest whole multiple of one-hundredth of one percent (0.01%). All references in this Agreement or other Loan Documents to the LIBOR Rate include the aforesaid reserve adjustment.

“LIBOR Reserve Percentage” means, relative to any Interest Period for LIBOR Advances made by any Lender, the reserve percentage (expressed as a decimal) equal to the actual aggregate reserve requirements (including all basic, emergency, supplemental, marginal and other reserves and taking into account any transactional adjustments or other scheduled changes in reserve requirements) announced within Administrative Agent as the reserve percentage applicable to Administrative Agent as specified under regulations issued from time to time by the Federal Reserve Board. The LIBOR Reserve Percentage shall be based on Regulation D of the Federal Reserve Board or other regulations from time to time in effect concerning reserves for “Eurocurrency Liabilities” from related institutions as though Administrative Agent were in a net borrowing position.

“Lien” means any mortgage, deed of trust, pledge, stock pledge, pledge of ownership interests, negative pledge, hypothecation, collateral assignment, deposit arrangement, security interest, encumbrance (including, but not limited to, easements, rights-of-way, zoning restrictions and the like), lien (statutory or other), preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever, including, without limitation, any conditional sale or other title retention agreement, the interest of a lessor under a Capital Lease, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement or document having similar effect (other than a financing statement filed by a “true” lessor pursuant to 9505 of the Uniform Commercial Code) naming the owner of the asset to which such Lien relates as debtor, under the Uniform Commercial Code or other comparable law of any jurisdiction.

“Loan Account” has the meaning given to such term in Section 2.3.

Page 17

“Loan Availability” means the amount of the Commitment available for Advance to Borrower at any given time in accordance with Section 2.1(a)(i)(A).

“Loan Documents” means this Agreement, the Notes, the Guaranty, each Letter of Credit Document, the letter agreement(s) referred to in Sections 2.5(a), (c) and (e), and all other agreements, instruments and documents (together with amendments and supplements thereto and replacements thereof) now or hereafter executed by the REIT or Borrower which evidence, guarantee or secure the Obligations, in each case either as originally executed or as the same may from time to time be supplemented, modified, amended, renewed, extended or supplanted.

“Major Agreements” means, with respect to any Real Property included within the Unencumbered Pool or which Borrower proposes for inclusion within the Unencumbered Pool, (a) a lease of such Real Property with respect to 25,000 square feet or more of gross leasable area, (b) each ground lease affecting such Real Property, and (c) any access agreement, easement, covenants, conditions and restrictions document, parking agreement or similar agreement which is material to the use of and access to the Real Property.

“Material Adverse Effect” means, with respect to a Person, a material adverse effect upon the condition (financial or otherwise), operations, performance or properties of such Person. The phrase “has a Material Adverse Effect” or “will result in a Material Adverse Effect” or words substantially similar thereto shall in all cases be intended to mean “has resulted, or will or could reasonably be anticipated to result, in a Material Adverse Effect”, and the phrase “has no (or does not have a) Material Adverse Effect” or “will not result in a Material Adverse Effect” or words substantially similar thereto shall in all cases be intended to mean “does not or will not or could not reasonably be anticipated to result in a Material Adverse Effect”.

“Maturity Date” has the meaning given to such term in Section 2.1(c).

“Minority Interests” means that portion of “minority interests” as set forth in the REIT’s financial statements which is attributable to the ownership interest in Borrower of Persons other than the REIT.

“Multiemployer Plan” means an employee benefit plan defined in Section 4001(a)(3) of ERISA which is, or within the immediately preceding six (6) years was, contributed to by the REIT or an ERISA Affiliate thereof.

“NAREIT Definition” has the meaning given to such term in Section 11.3.

“Net Income” means, for any period, total net income (or loss) of the REIT and the Consolidated Entities for such period, provided that there shall be excluded therefrom (i) any charge attributable to, or otherwise on account of, the Minority Interests, (ii) any income or loss attributable to extraordinary items (including, without limitation, any income or loss attributable to restructuring of Indebtedness), (iii) gains and losses from sales of assets, (iv) except to the extent otherwise included hereunder, the income (or loss) of any Person accrued prior to the date it becomes a Consolidated Entity or is merged with the REIT or any Consolidated Entity or such Person’s assets are acquired by the REIT or any Consolidated Entity, (v) any income from Construction in Progress, and (vi) any charge attributable to, or otherwise on account of, non-cash expenses associated with stock options or restricted shares (or equity equivalents thereof).

Page 18

For purposes of this definition, the REIT’s or each Consolidated Entity’s pro rata share of income (or loss) of any Unconsolidated Joint Venture shall be included in Net Income and shall be deemed equal to the product of (i) the income (or loss) of such Unconsolidated Joint Venture, multiplied by (ii) the percentage of the total outstanding Capital Stock of such Unconsolidated Joint Venture held by the REIT or such Consolidated Entity, expressed as a decimal. For purposes of the preceding sentence, the term “Capital Stock” shall not include the interests described in clause (ii) of the definition of “Capital Stock”.

“Net Offering Proceeds” means (a) all cash proceeds received by the REIT as a result of the sale of common, preferred or other classes of stock of the REIT (if and only to the extent reflected in stockholders’ equity on the consolidated balance sheet of the REIT prepared in accordance with GAAP) less customary costs, expenses and discounts of issuance paid by the REIT (all of which proceeds shall be concurrently contributed by the REIT to Borrower as additional capital as provided in Section 6.2(h), below), plus (b) all cash and the fair market value of the net equity of all properties contributed to Borrower by one or more Persons in exchange for limited partnership interests in Borrower.

“New Lender” shall have the meaning set forth in Section 2.9(d).

“Non-Office Property” means any Real Property that is a retail, industrial, and/or multi-family residential property.

“Non-Pro Rata Advance” means an Advance with respect to which fewer than all the Lenders have funded their respective Pro Rata Shares of such Advance and the failure of the non-funding Lender or Lenders to fund its or their respective Pro Rata Shares of such Advance constitutes a breach of this Agreement.

“Nonrecourse Debt” means any Debt: (a) under the terms of which the payee’s remedies upon the occurrence of a default are limited to specific, identified assets of the payor which secure such Debt; and (b) for the repayment of which the payor has no personal liability beyond the loss of such specified assets, except for liability for fraud, material misrepresentations or misuse or misapplication of insurance proceeds, condemnation awards or rents, existence of hazardous waste or other customary exceptions to nonrecourse provisions.

“Note” means the promissory note, which shall be substantially in the form of Exhibit F, made by Borrower to a Lender evidencing the Advances under that Lender’s Pro Rata Share of the Commitment, either as originally executed or as the same may from time to time be supplemented, modified, amended, renewed, extended or supplanted.

“Notes” means, collectively, each Bid Advance Note, the Swing Line Note and each Note.

“Notice of Borrowing” means, with respect to a proposed Advance pursuant to Section 2.1(a)(i)(B), a notice substantially in the form of Exhibit G.

“Obligations” means all present and future obligations and liabilities of the Borrower of every type and description arising under or in connection with this Agreement, the Notes and the other Loan Documents due or to become due to the Lenders or any Person entitled

Page 19

to indemnification, or any of their respective successors, transferees or assigns, whether for principal, interest, fees, expenses, indemnities or other amounts (including attorneys’ fees and expenses) and whether due or not due, direct or indirect, joint and/or several, absolute or contingent, voluntary or involuntary, liquidated or unliquidated, determined or undetermined, and whether now or hereafter existing, renewed or restructured, whether or not from time to time decreased or extinguished and later increased, created or incurred, whether or not arising after the commencement of a proceeding under the Bankruptcy Code (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding, and whether or not recovery of any such obligation or liability may be barred by a statute of limitations or such obligation or liability may otherwise be unenforceable.

“Office Property” means any Real Property that is an office building and any related parking facility.

“Officer’s Certificate” means a certificate signed by a specified officer of a Person certifying as to the matters set forth therein.

“Partnership Units” has the meaning established for that term in the Partnership Agreement of Borrower.

“Payoff Amount” has the meaning given to such term in Section 2.7.

“Payoff Right” has the meaning given to such term in Section 2.7.

“PBGC” means the Pension Benefit Guaranty Corporation or any Person succeeding to the functions thereof.

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

“Permitted Liens” mean:

(a) Liens (other than Environmental Liens and any Lien imposed under ERISA) for taxes, assessments or charges of any Governmental Authority or claims not yet due and any such taxes, assessments, charges or claims which are due if they are being contested by Borrower in accordance with Section 6.1(d), or the REIT, as applicable;

(b) Liens (other than any Lien imposed under ERISA) incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers’ compensation, unemployment insurance and other types of social security benefits or to secure the performance of tenders, bids, leases, contracts (other than for the repayment of Indebtedness), and statutory obligations;

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

(d) any Liens which are approved by Requisite Lenders;

Page 20

(e) rights of lessees under leases and the rights of lessors under Capital Leases.

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

“Price Adjustment Date” has the meaning given to such term in Section 2.4(j)(iii).

“Pricing Period” means (i) the First Pricing Period, (ii) the period commencing on the first day after the end of the First Pricing Period and ending on (and including) the date occurring three (3) Business Days after Administrative Agent receives a Rating Notice and (iii) each period thereafter commencing on the first day after the end of the immediately preceding Pricing Period and ending on (and including) the date occurring three (3) Business Days after Administrative Agent receives a Rating Notice.

“Prior Credit Agreement” means that certain Third Amended and Restated Revolving Credit Agreement, dated as of August 9, 2002 (as heretofore amended), by and among Borrower, as borrower, and Xxxxx Fargo, AmSouth Bank, Wachovia Bank, N.A., Xxxxxx Commercial Paper Inc., Bank One, N.A., Deutsche Bank Trust Company Americas, U.S. Bank National Association, and PNC Bank, National Association, as lenders, and Wachovia Bank, N.A. and Bank One, N.A., as Documentation Agents, and Xxxxx Fargo Bank, National Association, as Administrative Agent and Sole Lead Arranger.

“Prior Lenders” means the “Lenders” as defined in the Prior Credit Agreement.

“Prior Loan Documents” means the “Loan Documents” as defined in the Prior Credit Agreement.

“Prior Loan” means the “Advances” as defined in the Prior Credit Agreement.

“Prior Notes” means the “Notes” as defined in the Prior Credit Agreement.

“Pro Rata Share” means, with respect to each Lender, the percentage of the Commitment set forth opposite the name of that Lender on Schedule 1.1 as such percentage may be increased or decreased pursuant to an Assignment and Assumption executed in accordance with Section 11.20.

“Proceedings” means, collectively, all actions, suits and proceedings before, and investigations commenced or threatened by or before, any court or Governmental Authority with respect to a Person.

“Properties Under Renovation” means, previously completed Properties that (i) are undergoing substantial renovations that cause at least twenty percent (20%) of the net rentable area of such Property to be vacant or vacated, (ii) in respect of which not more than twelve (12) months have elapsed from the date such renovations were commenced, and (iii)

Page 21

Borrower has elected, at its option, for purposes of this Agreement, to value at book value plus depreciation. “Properties Under Renovation” shall not include ground-up development construction recently completed, it being understood that Borrower may change its election pursuant to this clause (iii) at any time.

“Property” means, as to any Person, any real or personal property, building, facility, structure, equipment or unit, or other asset owned and operated by such Person in the ordinary course of its business.

“Property Expenses” means, for any Property, all operating expenses relating to such Property, including the following items (provided, however, that Property Expenses shall not include Debt Service, tenant improvement costs, leasing commissions, capital improvements, Depreciation and Amortization Expenses and any extraordinary items not considered operating expenses under GAAP):

(i) all expenses for the operation of such Property, including any management fees payable under management contracts, landscaping costs, janitorial costs, costs for trash pickup and security costs and all insurance expenses, but not including any expenses incurred in connection with a sale or other capital or interim capital transaction;

(ii) water charges, property taxes, sewer rents and other impositions, other than fines, penalties, interest or such impositions (or portions thereof) that are payable by reason of the failure to pay an imposition timely;

(iii) the cost of routine maintenance, repairs and minor alterations, to the extent they can be expensed under GAAP; and

(iv) if Borrower’s interest in such Property is a ground leasehold interest, rents paid by Borrower under the ground lease for such Property.

“Property Income” means, for any Property, all gross revenue from the ownership and/or operation of such Property (but excluding (i) income from a sale or other capital item transaction and (ii) Lease Buyout Proceeds), service fees and charges, all tenant expense reimbursement income payable with respect to such Property (but not such reimbursement for expenditures not deducted as a Property Expense), and proceeds of business interruption insurance specifically allocable to such Property.

“Property Information” means the following information and other items with respect to each Real Property which Borrower intends to designate as an Unencumbered Asset to be added to the Unencumbered Pool:

(i) A physical description of such Real Property, the date upon which such Real Property was acquired or is proposed to be acquired by Borrower, the Acquisition Price of such Real Property, if the building located on such Real Property or the use of such building does not conform to applicable zoning ordinances and laws, a description of such nonconformity and whether such building or use is a legal nonconforming use, a copy of any reports delivered to Borrower with respect to the structural integrity of improvements located on such Real Property and Borrower’s preliminary budget for

Page 22

nonrevenue enhancing capital expenditures for such Real Property for the next succeeding eight (8) Fiscal Quarters;

(ii) A current operating statement for such Real Property, audited or certified by Borrower as being true and correct in all material respects and prepared in accordance with GAAP, and comparative operating statements for the current interim fiscal period and for the previous two (2) Fiscal Years (or such lesser period as it has been operating); provided, however, that, if Borrower shall have owned such Real Property for less than the period to be covered by such operating statements and comparative operating statements, then the audit and certification requirements shall extend only to the period of ownership by Borrower, and Borrower shall provide to Administrative Agent complete copies of any operating statements prepared by former owner(s) of such Real Property with respect to the remainder of the periods required hereunder, if the same are available to Borrower;

(iii) A current Rent Roll for such Real Property, certified by Borrower as being true and correct (or if Borrower does not presently own the Property, a copy of the Rent Roll prepared by the seller thereof);

(iv) A “Phase I” environmental assessment of such Real Property not more than sixty (60) months old and prepared by an environmental engineering firm reasonably acceptable to Administrative Agent;

(v) At Administrative Agent’s request, copies of all Major Agreements affecting such Real Property;

(vi) A copy of Borrower’s most recent Owner’s or Leasehold Policy of Title Insurance, if any, covering such Real Property or, for Real Property to be acquired, a preliminary title report; and

(vii) If Borrower’s interest in such Real Property is a ground leasehold interest, a copy of the ground lease pursuant to which Borrower leases such Real Property and all amendments thereto and memoranda thereof.

“Property NOI” means, for any Property for any period, (i) all Property Income for such period, minus (ii) all Property Expenses for such period.

“Rating Notice” means written notice from Borrower to Administrative Agent delivered within three (3) Business Days after Borrower receives notice of each change in the rating of Borrower’s long-term unsecured senior Debt by any rating agency that has rated Borrower’s long-term unsecured senior Debt and certifying that, as of the date of such written notice, (i) Borrower’s long-term unsecured senior Debt either (A) was rated by Standard & Poor’s and by one of the other rating agencies identified in clause (i) of the Definition of “Borrower’s Long-Term Unsecured Senior Debt Rating” (set forth in the definition of “Applicable Pricing Level”) (and setting forth the respective ratings of such two rating agencies), (B) was rated by more than two of the rating agencies identified in such clause (i), provided that one of such ratings was by either Xxxxx’x Investors Service, Inc. or Standard & Poor’s (and setting forth the respective ratings of such agencies), or (C) was not rated by two or more of the

Page 23

rating agencies in accordance with such clause (i), and (ii) if either subclause (A) or (B) above applies, the lower of such ratings (if there are two different ratings of Borrower’s long-term unsecured senior Debt) or the average of the two lowest ratings (if there are more than two different ratings of such Debt) (or if such two lowest ratings cannot be averaged, the lower of such two lowest ratings).

“Real Property” means each lot or parcel (or portions thereof) of real property, improvements and fixtures thereon and appurtenances thereto now or hereafter owned or leased by Borrower or any other Consolidated Entity.

“Regulations T, U and X” mean such Regulations of the Federal Reserve Board as in effect from time to time.

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

“REIT” means Arden Realty, Inc., a Maryland corporation.

“Release” means the release, spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration into the indoor or outdoor environment or into or out of any Property, including the movement of Contaminants through or in the air, soil, surface water, groundwater or property.

“Remedial Action” means any action required by applicable Environmental Laws to: (a) clean up, remove, treat or in any other way address Contaminants in the indoor or outdoor environment; (b) prevent the Release or threat of Release or minimize the further Release of Contaminants so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment; or (c) perform pre-remedial studies and investigations and post-remedial monitoring and care.

“Rent Roll” means, with respect to any Real Property, a rent roll for such Real Property stating for each tenancy within such Real Property the identity of the lessee, the suite designation of the space leased, the gross leasable area included within such space, the date of commencement and the date of termination of such tenancy, the base rent and any escalations or operating expense reimbursement payable in respect of such tenancy and the type of lease (i.e., gross or degree to which net of expenses, taxes and other items).

“Reportable Event” means any of the events described in Section 4043(c) of ERISA, other than an event for which the thirty (30) day notice requirement is waived by regulations.

“Requirements of Law” means, as to any Person, the charter and by-laws, partnership agreement or other organizational or governing documents of such Person, and any law, rule or regulation, Permit, or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject, including without limitation, the Securities Act, the Securities Exchange Act, Regulations T, U and X, FIRREA and any certificate of

Page 24

occupancy, zoning ordinance, building, environmental or land use requirement or Permit or occupational safety or health law, rule or regulation.

“Requisite Lenders” means: (a) as of any date of determination if the Commitments are then in effect, Lenders whose Pro Rata Shares, in the aggregate, are at least sixty-six and two-thirds percent (66²/₃%), provided that: (i) in determining such percentage at any given time, all then existing Defaulting Lenders will be disregarded and excluded and the Pro Rata Shares of the Lenders shall be redetermined, for voting purposes only, to exclude the Pro Rata Shares of such Defaulting Lenders; (ii) in determining such percentage at any given time, no Bid Advances made by any Lender shall be included in determining such Lender’s Pro Rata Share; and (iii) in no event shall fewer than two (2) Lenders constitute “Requisite Lenders”; and (b) as of any date of determination if the Commitments have then been suspended or terminated and there are then any outstanding Advances, Lenders holding sixty-six and two thirds percent (66²/₃%) of all such outstanding Advances (including outstanding Bid Advances), provided that in no event shall fewer than two (2) Lenders constitute “Requisite Lenders”.

“Responsible Official” means (a) when used with reference to a Person other than an individual, any corporate officer of such Person, general partner of such Person, corporate officer of a corporate general partner of such Person, or corporate officer of a corporate general partner of a partnership that is a general partner of such Person, or any other responsible official thereof acting on behalf thereof, and (b) when used with reference to a Person who is an individual, such Person.

“Securities” means any stock, shares, voting trust certificates, bonds, debentures, notes or other evidences of indebtedness, secured or unsecured, convertible, subordinated or otherwise, or in general any instruments commonly known as “securities”, or any certificate of interest, shares, or participations in temporary or interim certificates for the purchase or acquisition of, or any right to subscribe to, purchase or acquire any of the foregoing, but shall not include any evidence of the Obligations, provided that Securities shall not include Cash Equivalents, Investment Mortgages or equity investments in Unconsolidated Joint Ventures.

“Securities Act” means the Securities Act of 1933, as amended to the date hereof and from time to time hereafter, and any successor statute.

“Securities Exchange Act” means the Securities Exchange Act of 1934, as amended to the date hereof and from time to time hereafter, and any successor statute.

“Senior Loans” has the meaning given to such term in Section 10.4(b).

“Sole Lead Arranger” means Xxxxx Fargo Bank, National Association.

“Solvency Certificate” means, in the case of the REIT, a certificate in the form of Exhibit H-1 and in the case of Borrower, a certificate in the form of Exhibit H-2.

“Solvent” means as to any Person at the time of determination, that such Person (a) owns Property the value of which (both at fair valuation and at present fair saleable value) is greater than the amount required to pay all of such Person’s liabilities (including the probable amount of contingent liabilities and debts); (b) is able to pay all of its debts as such debts mature

Page 25

(including through refinancing on commercially reasonable terms); and (c) has capital sufficient to carry on its business and transactions and all business and transactions in which it is about to engage.

“Standard & Poor’s” means Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies.

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

“Stockholders’ Equity” means, as of any date of determination, the consolidated Stockholders’ Equity of the REIT as of that date determined in accordance with GAAP and shown in the financial statements of the REIT and the Consolidated Entities; provided that there shall be excluded from Stockholders’ Equity any amount attributable to Disqualified Stock.

“Subsidiary” means, as of any date of determination and with respect to any Person, any corporation, limited liability company or partnership (whether or not, in either case, characterized as such or as a “joint venture”), whether now existing or hereafter organized or acquired: (a) in the case of a corporation or limited liability company, of which a majority of the Securities having ordinary voting power for the election of directors or other governing body (other than Securities having such power only by reason of the happening of a contingency) are at the time beneficially owned by such Person and/or one or more Subsidiaries of such Person, or (b) in the case of a partnership, of which a majority of the partnership or other ownership interests are at the time beneficially owned by such Person and/or one or more of its Subsidiaries.

“Swap Agreement” means a written agreement between Borrower and one or more financial institutions providing for “swap”, “cap”, “collar”, “floor,” “buy down” or other interest rate protection with respect to any Indebtedness, in form and substance acceptable to Administrative Agent.

“Swing Line” has the meaning given to such term in Section 2.1(a)(iii).

“Swing Line Advance” means an Advance effected under the Swing Line.

“Swing Line Lender” means Administrative Agent acting in its capacity as the lender under the Swing Line, and any successor to Administrative Agent in that capacity.

“Swing Line Note” means the Swing Line Note, substantially in the form of Exhibit I, made by Borrower for the benefit of the Swing Line Lender evidencing Swing Line Advances, either as originally executed or as the same may from time to time be supplemented, modified, amended, renewed, extended or supplanted.

“Syndication Agents” mean Deutsche Bank Trust Company Americas, Wachovia Bank, N.A., JPMorgan Chase Bank, N.A., and/or such other Lender as hereafter designated in writing by the Administrative Agent to serve as a Syndication Agent hereunder (subject to Section 10.15).

Page 26

“Tangible Net Worth” means, at any time, the Stockholders’ Equity, plus Minority Interests, plus cumulative net additions of Depreciation and Amortization Expense deducted in determining income for all Fiscal Quarters ending after the date of Borrower’s formation, minus Intangible Assets.

“Tax Expense” means (without duplication), for any period, total tax expense (if any) attributable to income and franchise taxes based on or measured by income, whether paid or accrued, of the REIT and the Consolidated Entities, including the REIT’s and each Consolidated Entity’s pro rata share of tax expenses in each Unconsolidated Joint Venture. For purposes of this definition, the REIT’s and each Consolidated Entity’s pro rata share of any such tax expense of such Unconsolidated Joint Venture shall be deemed equal to the product of (i) such tax expense of such Unconsolidated Joint Venture, multiplied by (ii) the percentage of the total outstanding Capital Stock of such Unconsolidated Joint Venture held by the REIT or such Consolidated Entity, expressed as a decimal. For purposes of the preceding sentence, the term “Capital Stock” shall not include the interests described in clause (ii) of the definition of “Capital Stock”.

“Termination Event” means, with respect to the REIT, any ERISA Affiliate thereof, or a Benefit Plan, as applicable (a) any Reportable Event, (b) the withdrawal of a Person or an ERISA Affiliate of such Person from a Benefit Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, (c) the occurrence of an obligation arising under Section 4041 of ERISA of a Person or an ERISA Affiliate of such Person to provide affected parties with a written notice of an intent to terminate a Benefit Plan in a distress termination described in Section 4041(c) of ERISA, (d) the institution by the PBGC of proceedings to terminate any Benefit Plan under Section 4042 of ERISA, (e) any event or condition which constitutes grounds under Section 4042 of ERISA for the appointment of a trustee to administer a Benefit Plan, (f) the partial or complete withdrawal of a Person or any ERISA Affiliate of such Person from a Multiemployer Plan, or (g) the adoption of an amendment by any Person or any ERISA Affiliate of such Person to terminate any Benefit Plan that is subject to Title IV of ERISA.

“Total Liabilities” means, at any time, without duplication, the aggregate amount of (i) all Indebtedness and other liabilities of the REIT and the Consolidated Entities reflected in the financial statements of the REIT or disclosed in the financial notes thereto, plus (ii) all Indebtedness and other liabilities of all Unconsolidated Joint Ventures that are recourse to the REIT or any Consolidated Entity or any of its assets or that otherwise constitute Indebtedness of the REIT or any Consolidated Entity, plus (iii) the REIT’s and each Consolidated Entity’s pro rata share of all Indebtedness and other liabilities of any Unconsolidated Joint Venture not otherwise constituting Indebtedness of the REIT or such Consolidated Entity, plus (iv) all Guaranty Obligations of the REIT and the Consolidated Entities, plus (v) all Letter of Credit Liabilities. For purposes of clause (iii), the REIT’s and such Consolidated Entity’s pro rata share of all Indebtedness and other liabilities of any Unconsolidated Joint Venture shall be deemed equal to the product of (a) such Indebtedness or other liabilities, multiplied by (b) the percentage of the total outstanding Capital Stock of such Person held by the REIT or such Consolidated Entity, expressed as a decimal. For purposes of the preceding sentence, the term “Capital Stock” shall not include the interests described in clause (ii) of the definition of “Capital Stock”. Total Liabilities shall not include Minority Interests.

Page 27

“to the best knowledge of” means, when modifying a representation, warranty or other statement of any Person, that the fact or situation described therein is known by the Person (or, in the case of a person other than a natural person, known by a Responsible Official of that Person) making the representation, warranty or other statement, or with the exercise of reasonable due diligence under the circumstances (in accordance with the standard of what a reasonable Person in similar circumstances would have done) would have been known by the Person (or, in the case of a Person other than a natural Person, would have been known by a Responsible Official of that Person).

“Unconsolidated Joint Venture” means any Joint Venture of the REIT or any Consolidated Entity in which the REIT or such Consolidated Entity holds any Capital Stock but which would not be combined with the REIT in the consolidated financial statements of the REIT in accordance with GAAP.

“Unencumbered Asset” means, as of the date of determination, any Real Property (a) designated by Borrower that satisfies all of the following conditions and (b) has been expressly approved in writing by Administrative Agent as an Unencumbered Asset, which approval shall not be unreasonably withheld if, in Administrative Agent’s reasonable judgment, such Real Property satisfies the following criteria:

(i) is a completed Property or a Property Under Renovation;

(ii) is free and clear of any Lien, other than (a) easements, covenants, and other restrictions, charges or encumbrances not securing Indebtedness that do not interfere materially with the ordinary operations of such Real Property and do not materially detract from the value of such Real Property; (b) building restrictions, zoning laws and other Requirements of Law; (c) leases and subleases of such Real Property in the ordinary course of business; and (d) Permitted Liens;

(iii) is Wholly-Owned;

(iv) with respect to such Real Property, is in conformance with current applicable zoning laws and the Borrower has so certified to Administrative Agent;

(v) with respect to such Real Property, Borrower has received a “Phase I” environmental assessment and a structural/physical report and has certified to Administrative Agent that no environmental or structural issues have been identified in those reports; and

(vi) with respect to such Real Property, when aggregated with all other Real Properties in the Unencumbered Pool , the Real Properties in the Unencumbered Pool shall not be less than eighty-five percent (85%) leased in the aggregate; provided, however, that the Real Properties in the Unencumbered Pool may be less than eighty-five percent (85%) leased (but in all instances greater than eighty percent (80%) leased in the aggregate) so long as the Real Properties in the Unencumbered Pool are not less than eighty-five percent (85%) leased for more than two Fiscal Quarters during any rolling (i.e., consecutive) eight Fiscal Quarters.

Page 28

Any Real Property which does not satisfy each of the foregoing conditions specified in clauses (i) through (vi) above may constitute an Unencumbered Asset only if such Real Property has been expressly approved by the Requisite Lenders in writing as an Unencumbered Asset.

As of the date hereof all Unencumbered Assets are described on Schedule 8.5; provided that if any Unencumbered Asset (including any of the properties listed on Schedule 8.5) no longer satisfies any of the conditions set forth in the foregoing clauses (i) through (vi), inclusive, the Requisite Lenders shall have the right, at any time and from time to time, to notify Borrower that, effective upon the giving of such notice, such asset shall no longer be considered an Unencumbered Asset. If Borrower intends to designate a Real Property as an Unencumbered Asset to be added to the Unencumbered Pool from time to time, it will notify the Administrative Agent of such intention, which notice will include, with respect to such Real Property, the Property Information with respect to such Real Property, and such other information and items as may be reasonably requested by Administrative Agent with respect to such Real Property. If Borrower at any time intends to withdraw any Real Property from the Unencumbered Pool, it shall (A) notify the Administrative Agent of its intention, and (B) deliver to the Administrative Agent a certificate of its chief financial officer, chief executive officer or chief operating officer setting forth the calculations establishing that Borrower will be in compliance with Section 8.5 after giving effect to such withdrawal (and any concurrent addition of Real Properties to the Unencumbered Pool), which calculations shall be in such detail, and otherwise in such form and substance, as Administrative Agent reasonably requires.

Effective automatically upon receipt of such notice and certificate by Administrative Agent (or upon any later date stated in such notice), such Real Property shall no longer constitute an Unencumbered Asset. No Unencumbered Asset shall be Construction in Progress.

“Unencumbered Asset Value” means, as of any date of determination, the sum of (without duplication) of clauses (i) and (ii) below, less any applicable deductions described in the paragraph following clause (ii) below:

(i) except to the extent that any Unencumbered Asset is valued pursuant to clause (ii) below, the product of the aggregate Property NOI of all Unencumbered Assets during the period of the full Fiscal Quarter most recently ended, multiplied by four (4), divided by (A) with respect to Office Properties, the Capitalization Rate, and (B) with respect to Non-Office Properties, the Capitalization Rate or such other capitalization rate to be mutually agreed upon by Borrower and Administrative Agent; and

(ii) the aggregate book value plus depreciation of the following Unencumbered Assets up to a maximum of thirty-five percent (35%) of Unencumbered Asset Value:

(A) Properties Under Renovation up to a maximum of the lesser of (A) fifteen percent (15%) of Unencumbered Asset Value, or (B) fifteen percent (15%) of the total square footage of the Unencumbered Pool;

Page 29

(B) Acquired Assets up to a maximum twenty percent (20%) of Unencumbered Asset Value; and

The amounts determined pursuant to the foregoing clauses (i) and (ii) shall exclude:

(a) with respect to all Unencumbered Assets that are, on an individual basis, less than seventy percent (70%) leased, any amount in excess of the lesser of (1) twenty percent (20%) of Unencumbered Asset Value or (2) the aggregate amount determined pursuant to clauses (i) and (ii) attributable to square footage of such less than seventy percent (70%) leased assets that exceeds twenty percent (20%) of the total square footage of all assets comprising the Unencumbered Pool;

(b) with respect to all Unencumbered Assets not located in one of Borrower’s Existing Markets, any amount in excess of the lesser of (1) twenty percent (20%) of the Unencumbered Asset Value, or (2) the aggregate amount determined pursuant to clauses (i) and (ii) attributable to square footage not located in one of Borrower’s Existing Markets that exceeds twenty percent (20%) of the total square footage of all assets comprising the Unencumbered Pool;

(c) with respect to all Unencumbered Assets which are Non-Office Properties, any amount in excess of the lesser of (1) five percent (5%) of Unencumbered Asset Value or (2) the aggregate amount determined pursuant to clauses (i) and (ii) attributable to square footage that exceeds five percent (5%) of the total square footage of all assets comprising the Unencumbered Pool; and

(d) with respect to all Unencumbered Assets subject to a ground lease, any amount in excess of the lesser of (1) twenty-five percent (25%) of Unencumbered Asset Value or (2) the aggregate amount determined pursuant to clauses (i) and (ii) attributable to square footage that exceeds twenty-five percent (25%) of the total square footage of all assets comprising the Unencumbered Pool; provided, however, the limitation set in this subparagraph (d) shall not apply to (or include) a ground lease which covers only an ancillary parcel (e.g., parking or common area), and not land under or any building improvements, with respect to the subject Property.

In the event that either (1) a percentage limitation set forth in any of the sub-clauses (A) through (C) of clause (ii) above, or (2) the aggregate 35% limitation referred to in clause (ii) above shall constitute a limiting factor on the valuation of any such Property, then the following rule shall apply “at the margin” (i.e., with respect to that particular Property which would cause any such maximum percentage limitation to be exceeded): (A) the book value plus depreciation of such Property shall be included in determining Unencumbered Asset Value in accordance with sub-clauses (A) through (C) of clause (ii) above to the extent (herein referred to as the “Unencumbered Asset Value Included Percentage”) permissible up to the limiting percentage as applicable; and (B) the balance of the value of such Property shall be determined

Page 30

in accordance with clause (i) above by including therein an amount equal to the product of the Property NOI of such Property times the reciprocal of the Unencumbered Asset Value Included Percentage (i.e., 100% minus the Unencumbered Asset Value Included Percentage). By way of example, if the book value plus depreciation of a Property were included up to an amount equal to 35% thereof, then 65% of the Property NOI of such Property would be included in the aggregate Property NOI of all Unencumbered Assets pursuant to clause (i) above.

“Unencumbered Pool” means the pool of Unencumbered Assets.

“Unencumbered Pool Statements” has the meaning given to such term in Section 5.1(f).

“Unmatured Event Of Default” means an event which, with the giving of notice or the lapse of time, or both, would constitute an Event of Default.

“Unsecured Funded Indebtedness” means Debt that is not secured by any Lien and includes, without limitation, outstanding Advances, together with all Letter of Credit Liabilities.

“Unsecured Interest Expense Coverage Ratio” means, at the time of determination, the ratio of (i) Property NOI of all Unencumbered Assets for the Fiscal Quarter then most recently ended (or, if shorter, for the period from the Closing Date to the end of such period), to (ii) Interest Expense on all Unsecured Funded Indebtedness for such period.

“Xxxxx Fargo” means Xxxxx Fargo Bank, National Association.

“Wholly-Owned” means, with respect to any Real Property, that title to such Real Property is held in fee directly by Borrower (or any entity in which Borrower owns, directly or indirectly, 100% of the ownership interests) or that Borrower (or any entity in which Borrower owns, directly or indirectly, 100% of the ownership interests) is the lessee under a ground lease.

1.2. Computation of Time Periods. In this Agreement, in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to and including”. Periods of days referred to in this Agreement shall be counted in calendar days unless Business Days are expressly prescribed.

1.3. Terms.

(a) Any accounting terms used in this Agreement which are not specifically defined shall be construed in conformity with, and all financial data required to be submitted by this Agreement shall be prepared in conformity with, GAAP, except as otherwise specifically prescribed in this Agreement.

(b) In each case where the consent or approval of Administrative Agent, all the Lenders and/or the Requisite Lenders is required, or their non-obligatory action is requested by Borrower, such consent, approval or action shall be in the sole and absolute discretion of Administrative Agent and, as applicable, each Lender, unless otherwise specifically indicated.

Page 31

(c) Any time the word “or” is used herein, unless the context otherwise clearly requires, it has the inclusive meaning represented by the phrase “and/or”. The words “hereof’, “herein”, “hereby”, “hereunder” and similar terms refer to this Agreement as a whole and not to any particular provision of this Agreement. Article, section, subsection, clause, exhibit and schedule references are to this Agreement unless otherwise specified. Any reference in this Agreement to this Agreement or to any other Loan Document includes any and all amendments, modifications, supplements, renewals or restatements thereto or thereof, as applicable.

ARTICLE 2
ADVANCES

2.1. Loan Advances and Repayment.

(a) Loan Availability; Credit Facilities.

(i) Loan Availability.

(A) Subject to the terms and conditions set forth in this Agreement, the Lenders hereby agree to make Advances to Borrower from time to time during the period from the Closing Date to the Business Day next preceding the Maturity Date, subject to the following:

(1) Subject to the terms of Section 2.7, Section 2.8 and Section 2.9, the sum of the aggregate principal amount of all outstanding Advances (including outstanding Swing Line Advances) and the aggregate amount of all Letter of Credit Liabilities shall not at any time exceed Three Hundred Ten Million Dollars ($310,000,000);

(2) the sum of the aggregate principal amount of all outstanding Advances (including outstanding Swing Line Advances) and the aggregate amount of all Letter of Credit Liabilities shall not at any time exceed the lesser of (a) the Commitment or (b) the amount which, when combined with all components of the unsecured Total Liabilities of the REIT and the Consolidated Entities (other than outstanding Advances and all Letter of Credit Liabilities) as of the date of determination, is equal to 59.8802% of the Unencumbered Asset Value of the Unencumbered Pool as of such date; and

(3) if any Swing Line Advances are outstanding as of the date of any such Advance, (a) such Advance shall be in an amount equal to at least the aggregate outstanding principal of all outstanding Swing Line Advances, and (b) the proceeds thereof shall be applied first to the payment of such outstanding Swing Line Advances.

All Advances under this Agreement shall be made by the Lenders simultaneously and proportionately to their respective Pro Rata Shares. Borrower acknowledges and agrees that neither the Administrative Agent nor any Lender shall be responsible for any failure by any other Lender to perform its obligation to make an Advance hereunder and that the Pro Rata Share of the Commitment of any Lender shall not be increased or decreased as a result of the failure by any other Lender to perform its obligation to make an Advance. Advances may be voluntarily prepaid pursuant to Section 2.6(a) and, subject to the provisions of this Agreement, any amounts so prepaid may be reborrowed under this Section 2.1(a)(i). Interest shall accrue and be payable

Page 32

on outstanding Advances as provided in Section 2.4. The principal balance of the Advances shall be payable in full on the Maturity Date. The obligation of Borrower to repay Advances will be evidenced by the Notes, and the obligation of Borrower to repay Swing Line Advances shall be further evidenced by the Swing Line Notes and the obligation of Borrower to repay Bid Advances shall be further evidenced by the Bid Advance Notes.

(B) Notice of Borrowing.

(1) Whenever Borrower desires to borrow under this Section 2.1, but in no event more than five (5) times during any one (1) calendar month, Borrower shall give Administrative Agent, at Xxxxx Fargo Real Estate Group Disbursement Center, 0000 Xxxx Xxxx Xxxxx, Xxxxx 000, Xx Xxxxxxx, Xxxxxxxxxx 00000, Attention: Ms. Xxx Xxxxx (telephone: (000) 000-0000; telecopier: (000) 000-0000), with a copy to: Xxxxx Fargo Bank, Real Estate Group, 00000 Xxxxxxxx Xxxx., 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, Attention: Xx. Xxxxx X. Xxxxxxx, or at such other addresses as Administrative Agent shall designate, an original or facsimile Notice of Borrowing no later than 9:00 A.M. (San Francisco time), not less than three (3) nor more than five (5) Business Days prior to the proposed Funding Date of each LIBOR Advance, and not less than one (1) nor more than five (5) Business Days prior to the proposed Funding Date of each Base Rate Advance. Each Notice of Borrowing shall specify (a) the Funding Date (which shall be a Business Day) of the proposed Advance, (b) the amount of the proposed Advance, provided that the aggregate amount of such proposed Advance shall, if such Advance is a LIBOR Advance, equal One Million Dollars ($1,000,000) or integral multiples of Fifty Thousand Dollars ($50,000) in excess thereof, and provided further that the aggregate amount of such proposed Advance shall, if such Advance is a Base Rate Advance, be equal to or greater than Two Hundred Fifty Thousand Dollars ($250,000), (c) whether the Advance to be made thereunder will be a Base Rate Advance or a LIBOR Advance and, if a LIBOR Advance, the Interest Period, and (d) the proposed use of such Advance. Any Notice of Borrowing pursuant to this Section 2.1(a)(i)(B) shall be irrevocable.

(2) Borrower may elect (a) to convert LIBOR Advances or any portion thereof into Base Rate Advances, or (b) to convert Base Rate Advances or any portion thereof to LIBOR Advances, or (c) to convert LIBOR Advances or any portion thereof into new LIBOR Advances, provided, however that the aggregate amount of the Advances being converted into or continued as LIBOR Advances shall, in the aggregate, equal One Million Dollars ($1,000,000) or an integral multiple of Fifty Thousand Dollars ($50,000) in excess thereof. The conversion of a LIBOR Advance to a Base Rate Advance or to a new LIBOR Advance shall only occur on the last Business Day of the Interest Period relating to such LIBOR Advance. Each election under clause (b) above shall be made by Borrower giving Administrative Agent an original or facsimile Notice of Borrowing no later than 9:00 A.M. (San Francisco time), not less than three (3) nor more than five (5) Business Days prior to the date of proposed conversion to a LIBOR Advance. Each election under clause (c) above shall be made by Borrower giving Administrative Agent an original or facsimile Notice of Borrowing no later than 9:00 A.M. (San Francisco time), not less than three (3) nor more than five (5) Business Days prior to the last day of the Interest Period for the LIBOR Advance in question. Each Notice of Borrowing delivered pursuant to this Section 2.1(a)(i)(B)(2) shall specify

Page 33

(x) the amount of the new LIBOR Advance or Base Rate Advance, as the case may be, (y) with respect to a new LIBOR Advance, the Interest Period therefor, and (z) the date of the effectiveness of the LIBOR Rate or Base Rate, as the case may be (which date shall be a Business Day).

(3) Upon receipt of a Notice of Borrowing in proper form requesting LIBOR Advances under subparagraph (1) or (2) above, Administrative Agent shall deliver a copy thereof (by facsimile) to each Lender by noon (San Francisco time) on the same day of Administrative Agent’s receipt thereof and shall determine the LIBOR Rate applicable to the Interest Period for such LIBOR Advances, and shall, two (2) Business Days prior to the beginning of such Interest Period, give (by facsimile) a Fixed Rate Notice in respect thereof to Borrower and the Lenders; provided, however, that failure to give such notice to Borrower shall not affect the validity of such rate. Each determination by Administrative Agent of the LIBOR Rate shall be conclusive and binding upon the parties hereto in the absence of manifest error.

(4) If Borrower does not make a timely election to convert all or a portion of a LIBOR Advance into a new LIBOR Advance in accordance with Section 2.1(a)(i)(B)(2) such LIBOR Advance shall be automatically converted to a Base Rate Advance upon expiration of the Interest Period applicable to such LIBOR Advance.

(5) Notwithstanding the foregoing or any other provision hereof to the contrary, in addition to the number of Advances permissible monthly under the Commitment pursuant to subsection (1) above, Borrower shall be permitted to borrow under the Swing Line multiple times during any calendar month, provided that (A) the Notice of Borrowing with respect to any Swing Line Advance shall be given by Borrower to Administrative Agent no later than 11:00 A.M. (San Francisco time) on the proposed Funding Date of such Swing Line Advance and shall designate such Advance as a Swing Line Advance; and (B) each requested Advance under the Swing Line shall equal Two Hundred Fifty Thousand Dollars ($250,000) or an integral multiple of Ten Thousand Dollars ($10,000) in excess thereof. The obligation of Administrative Agent (as the Swing Line Lender) to fund Swing Line Advances in accordance with Section 2.1(a)(iii) below shall not be subject to Section 10.3(a) or (b). The other Lenders have no obligation under Section 10.3(c) to fund their Pro Rata Share of any Swing Line Advance (but do have an obligation to fund an Advance to replace such Swing Line Advance in accordance with such Section 10.3(a)), and the Administrative Agent alone (as the Swing Line Lender) shall fund all Swing Line Advances. Except as provided in Section 2.1(a)(iii) below, in the preceding sentences of this Section 2.1(a)(i)(B)(5), in Section 2.6(a) or in Section 10.3, all other provisions of this Agreement shall apply to any such Swing Line Advance.

Page 34

(ii) Bid Facility.

(A) Bid Advances. Each Lender severally agrees that,

(1) subject to the conditions that at the time of Borrower’s submission of the relevant Competitive Bid Request, (a) Borrower’s Long Term Unsecured Senior Debt Rating is equal to or higher than BBB-/Baa3 and (b) no Event of Default or Unmatured Event of Default has occurred and is continuing, Borrower may, in accordance with this Section 2.1(a)(ii) and the other relevant provisions of the Loan Documents, from time to time request that the Lenders, at any time before the 32nd day prior to the Maturity Date, submit Competitive Bids to make Bid Advances to Borrower; provided, however, that (A) at no time shall the aggregate principal amount of all outstanding Bid Advances cause the aggregate principal amount of all outstanding Advances (taking into account any repayments of Advances with the proceeds thereof) to exceed the applicable dollar limitations of Sections 2.1(a)(i) above; (B) at no time shall the aggregate outstanding principal amount of all Bid Advances (taking into account any repayments of Advances with the proceeds thereof) exceed the Bid Advance Limit; (3) at no time may the number of Fixed Rate Periods of then outstanding Fixed Rate Bid Advances and Absolute Rate Bid Advances exceed eight, in each case giving effect to any Bid Advances then requested; and (C) Borrower shall not issue a Competitive Bid Request for a Bid Advance having a term of other than 30, 60 or 90 days or a maturity date subsequent to the Maturity Date.

(2) The Lenders may, but shall not be obligated to, submit Competitive Bids in response to any Competitive Bid Request, and Borrower may, but shall not be obligated to, accept any such offers. Subject to other provisions of this Section 2.1, the obligation of a Lender to fund its Pro Rata Share of Advances shall be unaffected by its making of any Bid Advances, even if such Lender makes Bid Advances in an aggregate amount in excess of its Pro Rata Share of the Commitment.

(3) On the last day of each Fixed Rate Period applicable to any Bid Advances, Borrower shall pay to Administrative Agent, for the respective accounts of the Lenders making such Bid Advances, the full amount of the principal of such Bid Advances. Borrower shall not prepay all or any portion of the principal balance of any Bid Advance (i.e., make any payment of principal on any Bid Advance prior to the end of the Fixed Rate Period applicable to such Bid Advance) without the prior written consent of the Lender which made such Bid Advance (which consent may be withheld in the sole and absolute discretion of such Lender).

(B) Type of Bid Advances. Bid Advances made under this Section 2.1(a)(ii) may be Absolute Rate Bid Advances or Fixed Rate Bid Advances, subject, however, to Section 2.4(j).

(1) When Borrower desires to effect one or more borrowings consisting of one or more Bid Advances, but not more often than once in any period of thirty (30) consecutive days, Borrower shall notify Administrative Agent by telephone (followed

Page 35

promptly by a facsimile of the related Competitive Bid Request) no later than 8:00 A.M. (California time), (x) in the case of a Fixed Rate Auction, five Business Days prior to the proposed Funding Date of the requested borrowings, or (y) in the case of an Absolute Rate Auction, two Business Days prior to the proposed Funding Date of the requested borrowing(s), in each case, together with a fee payable to Administrative Agent as provided in a separate agreement between Administrative Agent and Borrower, specifying (together with the other information required to be provided pursuant to the Competitive Bid Request):

(a) the Funding Date of such borrowing(s), which shall be a Business Day;

(b) the aggregate amount of such borrowing(s), which, subject to the following proviso, shall be in a minimum amount (subject to the limitations set forth in other provisions of the Loan Documents) of $15,000,000 and in integral multiples of $1,000,000 in excess thereof, provided that the aggregate amount of all Fixed Rate Bid Advances with the same Fixed Rate Period shall be in a minimum amount of $15,000,000 and integral multiples of $1,000,000 in excess thereof;

(c) whether the requested borrowing(s) is/are to be made as either (1) one or more Fixed Rate Bid Advances or (2) one or more Absolute Rate Bid Advances; and

(d) the duration of the requested Fixed Rate Period (subject to the limitation that Borrower may request no more than three Fixed Rate Periods in any single Competitive Bid Request).

Borrower’s right to request Competitive Bids for Bid Advances, and each Lender’s obligation to fund any Bid Advance pursuant to any Competitive Bid accepted by Borrower, and all Bid Advances made from time to time, shall be subject in all respects to the provisions of Section 2.4(j).

(2) On the same day that it receives a Competitive Bid Request, Administrative Agent shall send a copy thereof to each of the Lenders by facsimile, attaching thereto notice of the date and time (as specified in Section 2.1(a)(ii)(C)(3) below) by which responses must be received in order to be considered by Borrower. The Competitive Bid Request shall not constitute an offer by Borrower, but merely an invitation to the Lenders to submit Competitive Bids with respect to the requested borrowing(s).

(3) (A) Each Lender may, in its sole and absolute discretion, submit a Competitive Bid, substantially in the form attached hereto as Exhibit B-3, containing an offer or offers to make Bid Advances in response to any Competitive Bid Request. Each Competitive Bid must comply with the provisions of this Section 2.1(a)(ii)(C)(3) and must be submitted to Administrative Agent (or, in the case of a Competitive Bid being submitted by Administrative Agent in its capacity as a Lender, to Borrower), by

Page 36

facsimile, no later than 7:00 A.M. (or, in the case of a Competitive Bid by Administrative Agent, in its capacity as Lender, 6:30 A.M.), California time, (1) in the case of a Fixed Rate Auction, three Business Days prior to the Funding Date of the proposed Borrowing(s), or (2) in the case of an Absolute Rate Auction, on the Funding Date. Each Competitive Bid so submitted (subject only to the provisions of Section 2.1(a)(ii)(A)(1) above and to the satisfaction of all other conditions precedent to the requested Bid Advance(s)) shall be irrevocable, unless Borrower otherwise agrees in writing.

(B) Each Competitive Bid shall identify and be signed on behalf of the submitting Lender, shall specify the date of the proposed borrowing(s) specified in the Competitive Bid Request to which the submitting Lender is responding and shall specify:

(1) the principal amount of each Bid Advance for which a Competitive Bid is being made (which shall not be limited by the submitting Lender’s Pro Rata Share of the Commitment, but which shall be in an amount, no greater than the amount of the requested borrowing, equal to $5,000,000 or an integral multiple of $1,000,000 in excess thereof); and

(2) (aa) in the case of a Fixed Rate Auction, the LIBOR Bid Margin offered by the submitting Lender, or (bb) in the case of an Absolute Rate Auction, the Absolute Rate offered by the submitting Lender.

A Competitive Bid may include up to three separate offers by the submitting Lender with respect to each Fixed Rate Period specified in the Competitive Bid Request to which it responds. Any Competitive Bid that (X) does not include all the information required by this Section, (Y) contains language that qualifies or conditions the submitting Lender’s offer to make the Bid Advance(s) described therein or to otherwise make such an offer revocable or proposes terms other than (or in addition to) the terms proposed in the relevant Competitive Bid Request other than by setting an aggregate limit on the principal amount of Bid Advances for which offers being made by the submitting Lender may be accepted, or (Z) is received by Administrative Agent (or Borrower, as applicable) after the time set forth in this Section (unless amended to bring it into compliance with respect to any noncompliance described in clause (X) or (Y), in either case prior to the time set forth in this Section) shall be disregarded.

(4) Promptly upon receipt, but not later than 8:00 A.M. (California time) on the date by which Competitive Bids are required to have been submitted with respect to a Competitive Bid Request, Administrative Agent shall notify Borrower of (i)(A) the terms of each Competitive Bid (other than one that is to be disregarded as described above) received in response to the Competitive Bid Request, and (B) the identity of the Lender submitting such Competitive Bid, and (ii)(A) the aggregate principal amount of Bid Advances for which Competitive Bids have been received for each Fixed Rate Period requested in the Competitive Bid Request, and (B) the respective principal amounts and LIBOR Bid Margins or Absolute Rates, as the case may be, so offered.

Page 37

(5) No later than 8:30 A.M. (California time) on the date by which Competitive Bids are required to have been submitted with respect to a Competitive Bid Request, Borrower shall notify Administrative Agent, by means of a notice reasonably acceptable to Administrative Agent in form, of its acceptance or rejection of the offers notified to it as provided in Section 2.1(a)(ii)(C)(4) above. Borrower shall have no obligation to accept any such offer, and may choose to reject all of them. If Borrower has failed to timely notify Administrative Agent of its acceptance or rejection of any one or more offers by the time specified in this Section, Borrower shall be deemed to have rejected such offer(s). Borrower may accept any Competitive Bid (other than one that is to be disregarded as provided above) in whole or in part, provided that:

(a) the aggregate principal amount of the Competitive Bids so accepted may not exceed the aggregate amount of the borrowing(s) requested in the relevant Competitive Bid Request;

(b) (i) subject to the provisions set forth below with respect to multiple offers at the same LIBOR Bid Margin or Absolute Rate, the principal amount of each accepted Competitive Bid must be in an amount equal to $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (ii) Competitive Bids must be accepted with respect to an aggregate principal amount of at least $15,000,000 or an integral multiple of $1,000,000 in excess thereof; and

(c) with respect to each Fixed Rate Period for which Competitive Bids were requested, Borrower shall accept offers solely on the basis of ascending LIBOR Bid Margins or Absolute Rates, as the case may be (provided that Borrower may, to the extent necessary to comply with the preceding subparagraph (b), accept only part of an offer at a particular LIBOR Bid Margin or Absolute Rate and accept all or part of one or more offers at a higher LIBOR Bid Margin or Absolute Rate).

If Borrower chooses to accept one or more offers, Borrower shall deliver a notice to Administrative Agent by not later than 8:30 A.M. (California time), in such form as Administrative Agent may from time to time reasonable request), specifying the aggregate principal amount of offers with respect to each requested Fixed Rate Period that it chooses to accept. If two or more Lenders offer the same LIBOR Bid Margin or Absolute Rate for an aggregate principal amount greater than the amount for which such offers were requested (or greater than the remaining portion of such offers that has not been allocated to offers at lower Fixed Rate Bid Margins or Absolute Rates) with respect to any requested Fixed Rate Period, Borrower shall allocate the principal amount of the affected Bid Advances among such Lenders as nearly as possible (in such multiples, not less than $1,000,000, as Borrower may deem appropriate) in proportion to the aggregate principal amounts to which their respective offers related. Borrower’s allocation, in the absence of manifest error, shall be conclusive.

(6) Promptly upon receipt of the notice from Borrower pursuant to Section 2.1(a)(ii)(C)(5) above, Administrative Agent shall promptly notify each Lender having submitted a Competitive Bid whether its offer has been accepted and, if its offer

Page 38

has been accepted, of the amount of the Bid Advance(s) to be made by it on the date of the relevant borrowing(s).

(7) Promptly (but no later than one Business Day) following each borrowing of one or more Bid Advances, Administrative Agent shall notify each Lender (whether or not such Lender submitted a Competitive Bid with respect to such borrowing) of the ranges of Competitive Bids submitted and the highest and lowest Competitive Bids accepted for each Fixed Rate Period requested by Borrower and of the aggregate amount of the Bid Advances made pursuant to such Borrowing.

(8) Upon receipt of a Competitive Bid Request in proper form requesting Competitive Bids to make a Bid Advance that is a Fixed Rate Advance under Section 2.1(a)(ii)(C)(1) above, Administrative Agent shall determine the LIBOR Rate applicable to each of the Fixed Rate Periods specified in the Competitive Bid Request, and shall, two Business Days prior to the beginning of such Fixed Rate Period, send a written notice specifying such rate (or rates, as the case may be) to Borrower and the Lenders; provided, however, that failure to give such notice to any Person shall not affect the validity of such rate.

(9) Not later than 10:00 A.M. (California time) on the date specified in such notice as the Funding Date, each Lender that submitted a Competitive Bid that was accepted by Borrower, subject to the terms and conditions hereof, shall make its Bid Advance available, in immediately available funds, to Administrative Agent.

(D) Funding of Bid Advances. Subject to and upon satisfaction of the applicable conditions set forth in Article 3, as determined by Administrative Agent, Administrative Agent shall make the proceeds of the requested Bid Advances available to Borrower in Dollars in immediately available funds in Borrower’s deposit account referred to in Section 2.1(b).

(iii) Swing Line Advances.

(A) There is hereby established a sub-facility (the “Swing Line”), in the amount of Twenty Million Dollars ($20,000,000), under and as a part of the Commitment. The Swing Line shall not for any purpose be an addition to the Commitment, but shall be a sub-feature thereunder. All Advances requested to be made pursuant to the Swing Line shall be subject to the same terms and conditions applicable to other Advances under the Commitment, and all outstanding Swing Line Advances shall likewise be subject to the same terms and conditions applicable to other outstanding Advances under the Commitment, except as expressly provided in (1) the following Section 2.1(a)(iii)(B), (2) Section 2.1(a)(i)(B)(5) with respect to the number of Borrowings permitted in any calendar month, the time within which the Notice of Borrowing for Swing Line Advances must be given, the minimum and incremental amounts applicable to Swing Line Advances and the interest rate applicable thereto, (3) Section 2.6(a) with respect to prepayments of Swing Line Advances, and (4) Section 10.3(c).

(B) The Swing Line Lender hereby agrees to make Advances to Borrower from time to time during the period from the Closing Date to the date seven (7) Business Days prior to the Maturity Date, in an aggregate principal amount not exceeding at any one time the lesser of

Page 39

(1) the Loan Availability less the outstanding principal of all Advances other than Swing Line Advances, and (2) Twenty Million Dollars ($20,000,000). The Swing Line Lender’s obligation to fund Swing Line Advances shall be unaffected by its making of any other Loans, notwithstanding that the sum of the Swing Line Advances plus the Swing Line Lender’s Pro Rata Share of the aggregate principal amount of the outstanding Commitment other than Swing Line Advances may exceed the Swing Line Lender’s Commitment.

(C) Any Swing Line Advance which is not repaid (either by Borrower funds or by a Borrower requested Advance under the Loan) within five (5) Business Days after such Swing Line Advance’s date of funding shall, in accordance with the provisions of Section 10.3(c) hereof and for purposes of determining availability of Swing Line Advances, be converted to an Advance under the Loan (and no longer considered a Swing Line Advance), which Advance shall accrue interest at the Base Rate.

(iv) Letters of Credit.

(A) Letters of Credit. Subject to the terms and conditions of this Agreement, the Administrative Agent, on behalf of the Lenders, agrees to issue for the account of the Borrower during the period from and including the Closing Date to, but excluding, the L/C Maturity Date one or more standby letters of credit (each a “Letter of Credit”) up to a maximum aggregate Stated Amount at any one time outstanding not to exceed the L/C Commitment Amount.

(B) Terms of Letters of Credit. At the time of issuance, the amount, form, terms and conditions of each Letter of Credit shall be subject to approval by the Administrative Agent and the Borrower. All Letters of Credit shall be issued in United States Dollars. Notwithstanding the foregoing, in no event may (i) the expiration date of any Letter of Credit extend beyond the L/C Maturity Date, (ii) any Letter of Credit have an initial duration in excess of one year, or (iii) any Letter of Credit contain an automatic renewal provision which (x) would allow such Letter of Credit to be renewed more often than annually or (y) would allow, after giving effect to all renewal periods, the expiration date of such Letter of Credit to extend beyond the L/C Maturity Date. The initial Stated Amount of each Letter of Credit shall be at least $1,000,000.

(C) Requests for Issuance of Letters of Credit. The Borrower shall give the Administrative Agent written notice at least five (5) Business Days prior to the requested date of issuance of a Letter of Credit, such notice to describe in reasonable detail the proposed terms of such Letter of Credit and the nature of the transactions or obligations proposed to be supported by such Letter of Credit, and in any event shall set forth with respect to such Letter of Credit (i) the proposed initial Stated Amount, (ii) the beneficiary, and (iii) the expiration date. The Borrower shall also execute and deliver such customary applications and agreements for standby letters of credit, and other forms as requested from time to time by the Administrative Agent. Provided the Borrower has timely given the notice prescribed by the first sentence of this subsection and delivered such application and agreements referred to in the preceding sentence, and provided that Administrative Agent and the proposed beneficiary of the requested Letter of Credit have agreed upon the form of such Letter of Credit, subject to the other terms and conditions of this Agreement, including the satisfaction of any applicable conditions precedent set forth in Article 3, the Administrative Agent shall issue the requested Letter of Credit on the

Page 40

requested date of issuance for the benefit of the stipulated beneficiary but in no event prior to the date five (5) Business Days following the date after which the Administrative Agent has received all of the items required to be delivered to it under this subsection. Upon the written request of the Borrower, the Administrative Agent shall deliver to the Borrower a copy of (x) any Letter of Credit proposed to be issued hereunder prior to the issuance thereof and (y) each issued Letter of Credit within a reasonable time after the date of issuance thereof. To the extent any term of a Letter of Credit Document is inconsistent with a term of any Loan Document, the term of such Loan Document shall control. In no event shall Borrower request that a Letter of Credit be issued on a date that is less than thirty (30) days prior to the Maturity Date.

(D) Reimbursement Obligations. Upon receipt by the Administrative Agent from the beneficiary of a Letter of Credit of any demand for payment under such Letter of Credit, the Administrative Agent shall promptly notify the Borrower of the amount to be paid by the Administrative Agent as a result of such demand and the date on which payment is to be made by the Administrative Agent to such beneficiary in respect of such demand. The Borrower hereby absolutely, unconditionally and irrevocably agrees to pay and reimburse the Administrative Agent for the amount of each demand for payment under such Letter of Credit at or prior to the date on which payment is to be made by the Administrative Agent to the beneficiary thereunder, without presentment, demand, protest or other formalities of any kind. Upon receipt by the Administrative Agent of any payment in respect of any Reimbursement Obligation, the Administrative Agent shall, to the extent such amount was previously funded by the Lenders, promptly pay to each Lender such Lender’s Pro Rata Share of such payment.

(E) Manner of Reimbursement. Upon its receipt of a notice referred to in the immediately preceding subsection (D), the Borrower shall advise the Administrative Agent whether or not the Borrower intends to borrow hereunder to finance its obligation to reimburse the Administrative Agent for the amount of the related demand for payment and, if it does, the Borrower shall submit a timely Notice of Borrowing as provided in Section 2.1(a)(i)(B). If the Borrower fails to so advise the Administrative Agent, or if the Borrower fails to reimburse the Administrative Agent for a demand for payment under a Letter of Credit by the date of such payment, then (i) if the applicable conditions contained in Article 3 have been satisfied, the Borrower shall be deemed to have requested an Advance (which shall be a Base Rate Advance) in an amount equal to the unpaid Reimbursement Obligation and the Administrative Agent shall give each Lender prompt notice of the amount of the Advance to be made available to the Administrative Agent not later than 11:00 A.M. (California time) and (ii) if the conditions to Article III have not been satisfied, the provisions of subsection (J) of this Section shall apply.

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

(G) Administrative Agent’s Duties Regarding Letters of Credit; Unconditional Nature of Reimbursement Obligation. In examining documents presented in connection with drawings under Letters of Credit and making payments under such Letters of Credit against such

Page 41

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

Page 42

(H) Amendments, Etc. The issuance by the Administrative Agent of any amendment, supplement or other modification to any Letter of Credit shall be subject to the same conditions applicable under this Agreement to the issuance of new Letters of Credit (including, without limitation, that the request therefor be made through the Administrative Agent), and no such amendment, supplement or other modification shall be issued unless either (i) the respective Letter of Credit affected thereby would have complied with such conditions had it originally been issued hereunder in such amended, supplemented or modified form or (ii) the Requisite Lenders shall have consented thereto. In connection with any such amendment, supplement or other modification, the Borrower shall pay the fees, if any, payable under the last sentence of Section 2.5(e).

(I) Lenders’ Participation in Letters of Credit. Immediately upon the issuance by the Administrative Agent of any Letter of Credit each Lender shall be deemed to have absolutely, irrevocably and unconditionally purchased and received from the Administrative Agent, without recourse or warranty, an undivided interest and participation to the extent of such Lender’s Pro Rata Share of the liability of the Administrative Agent with respect to such Letter of Credit and each Lender thereby shall absolutely, unconditionally and irrevocably assume, as primary obligor and not as surety, and shall be unconditionally obligated to the Administrative Agent to pay and discharge when due, such Lender’s Pro Rata Share of the Administrative Agent’s liability under such Letter of Credit. In addition, upon the making of each payment by a Lender to the Administrative Agent in respect of any Letter of Credit pursuant to the immediately following subsection (J), such Lender shall, automatically and without any further action on the part of the Administrative Agent or such Lender, acquire (i) a participation in an amount equal to such payment in the Reimbursement Obligation owing to the Administrative Agent by the Borrower in respect of such Letter of Credit and (ii) a participation in a percentage equal to such Lender’s Pro Rata Share in any interest or other amounts payable by the Borrower in respect of such Reimbursement Obligation (other than the fees payable to the Administrative Agent pursuant to the last sentence of Section 2.5(e)).

(J) Payment Obligation of Lenders. Each Lender severally agrees to pay to the Administrative Agent on demand in immediately available funds the amount of such Lender’s Pro Rata Share of each drawing paid by the Administrative Agent under each Letter of Credit to the extent such amount is not reimbursed by the Borrower pursuant to Subsection (D) above of this Section. Each such Lender’s obligation to make such payments to the Administrative Agent under this subsection, and the Administrative Agent’s right to receive the same, shall be absolute, irrevocable and unconditional and shall not be affected in any way by any circumstance whatsoever, including without limitation, (i) the failure of any other Lender to make its payment under this subsection, (ii) the financial condition of the Borrower, the REIT, or any other Consolidated Entity, (iii) the existence of any Unmatured Event of Default or Event of Default, including any Event of Default described in Section 9.1(g) or Section 9.1(h), or (iv) the termination of the Commitments. Each such payment to the Administrative Agent shall be made without any offset, abatement, withholding or deduction whatsoever.

(K) Information to Lenders. Promptly following any change in the Stated Amount of Letters of Credit outstanding, the Administrative Agent shall deliver to each Lender and the Borrower a notice describing the aggregate amount of all Letters of Credit outstanding at such time. Upon the request of any Lender from time to time, the Administrative Agent shall deliver

Page 43

any other information reasonably requested by such Lender with respect to each Letter of Credit then outstanding. Other than as set forth in this subsection, the Administrative Agent shall have no duty to notify the Lenders regarding the issuance or other matters regarding Letters of Credit issued hereunder. The failure of the Administrative Agent to perform its requirements under this subsection shall not relieve any Lender from its obligations under Subsection (J) of this Section.

(b) Making of Advances. Subject to Section 10.3 or as otherwise provided herein, Administrative Agent shall deposit the proceeds of each new Advance in Borrower’s account number 001-223275 at the Xxxxxxx Hills Office of City National Bank, in accordance with a separate, fully executed “Funds Transfer Agreement” on Administrative Agent’s standard form.

(c) Term. The outstanding balance of the Advances shall be payable in full on the earliest to occur of, (i) April 30, 2009 (as such date may be extended pursuant to Section 2.1(d), (ii) the acceleration of the Advances pursuant to Section 9.2(a), or (iii) Borrower’s written notice to Administrative Agent (pursuant to Section 2.8) of Borrower’s election to prepay all accrued Obligations and terminate the Commitment (said earliest date referred to herein as the “Maturity Date”).

(d) Extension of the Maturity Date. No less than ninety (90) days prior to the Maturity Date, Borrower may elect to extend the Maturity Date for one (1) year by delivering written notice of such election to Administrative Agent. Within five (5) Business Days after Administrative Agent’s receipt of such written election, Administrative Agent shall deliver a copy of such written election to each Lender. Such extension shall become effective only if (i) both at the time of such written election, and as of the original Maturity Date, no Event of Default or Unmatured Event of Default has occurred and is continuing, and (ii) Borrower pays the extension fee required by Section 2.5(d). If such requested extension becomes effective in accordance with the preceding sentence, the original Maturity Date shall be extended to April 30, 2010. In all other cases, the original Maturity Date shall not be extended. Administrative Agent may, in its discretion, increase the Capitalization Rate applicable during the extension term from eight and one-quarter percent (8.25%) to eight and one-half percent (8.50%) if such increase is made by Administrative Agent in good faith and on a basis consistent with capitalization rates that Administrative Agent is then generally applying to Office Properties in the relevant markets; provided, however, that no such increase in the Capitalization Rate during the extension term shall become effective unless the Administrative Agent notifies the Borrower of such increase not later than thirty (30) days following a written request therefor by Borrower, which request may be made by Borrower within one hundred fifty (150) days prior to, but not later than forty-five (45) days prior to, the original Maturity Date.

(e) Prior Loan.

(i) Effective as of the Closing Date, all Indebtedness and Obligations of Borrower relating to the Prior Loan and arising under the Prior Credit Agreement, the Prior Notes and any other Prior Loan Documents are hereby amended and restated in full by this Agreement, the Notes and the Loan Documents. On the Closing Date, the Prior Notes shall be canceled and promptly thereafter returned to Borrower. In the event that any Lender does not return its note or notes within twenty (20) days after the Closing

Page 44

Date, Borrower shall be entitled to receive a lost note affidavit in customary form from the Lender, including an indemnity agreement reasonably satisfactory to Borrower, with respect to the unreturned note or notes. Without limiting the generality of the foregoing, effective as of the Closing Date, the commitment of the Prior Lenders to make additional Advances under (and as defined in) the Prior Credit Agreement shall automatically terminate, and Borrower acknowledges and agrees that, effective as of the Closing Date, no Prior Lender (or any Lender) shall have any further obligations to Borrower under the Prior Credit Agreement, the Prior Notes or any other Prior Loan Document.

(ii) Effective as of July ___, 2005, certain of the Lenders shall purchase, and certain of the Lenders shall sell, to one another, the percentage interest in the Commitment as reflected in Schedule 2.1(e) hereto, in order to reallocate the Carryover Principal Balance under the Notes among the Lenders to correspond to the Pro Rata Shares of the Lenders specified in Schedule 1.1 hereto. The applicable purchase price payments are specified in Schedule 2.1(e) hereto and are referred to herein as the “Adjusting Purchase Payments”. The Adjusting Purchase Payments shall be made to Administrative Agent by the applicable purchasing Lender by Federal Reserve wire transfer initiated by the payor no later than 8:00 A.M. (California time) on July ___, 2005. Upon receipt of all such payments, Administrative Agent shall promptly send appropriate portions thereof to the selling Lenders by Federal Reserve wire transfer. The parties to this Agreement acknowledge that the Adjusting Purchase Payments do not include interest or fees, which Borrower is obligated pursuant to the terms of Section 3.1(i) to pay through and including July ___, 2005.

2.2. Authorization to Obtain Advances. Schedule 2.2 sets forth the names of those employees of Borrower authorized by Borrower to sign Notices of Borrowing and requests for Letters of Credit, and Administrative Agent and Lenders shall be entitled to rely on such Schedule until notified in writing by Borrower of any change(s) of the persons so authorized. Administrative Agent shall be entitled to act on the instructions of anyone identifying himself or herself as one of the Persons authorized to execute a Notice of Borrowing, and Borrower shall be bound thereby in the same manner as if such Person were actually so authorized. Borrower agrees to indemnify, defend and hold Lenders and Administrative Agent harmless from and against any and all Liabilities and Costs which may arise or be created by the acceptance of instructions in any Notice of Borrowing, unless caused by the gross negligence or willful misconduct of the Person to be indemnified.

2.3. Lenders’ Accounting. Administrative Agent shall maintain a loan account (the “Loan Account”) on its books in which shall be recorded (a) the names and addresses and the Pro Rata Shares of the Commitment of each of the Lenders, and the principal amount of Advances owing to each Lender from time to time, and (b) all Advances and repayments of principal and payments of accrued interest, as well as payments of fees required to be paid pursuant to this Agreement, and prepayments under the Swing Line. All entries in the Loan Account shall be made in accordance with Administrative Agent’s customary accounting practices as in effect from time to time. Monthly or at such other interval as is customary with Administrative Agent’s practice, Administrative Agent will render a statement of the Loan Account to Borrower and will deliver a copy thereof to each Lender. Each such statement shall be deemed final,

Page 45

binding and conclusive upon Borrower in all respects as to all matters reflected therein (absent manifest error).

2.4. Interest on the Advances.

(a) Base Rate Advances; Swing Line Advances. Subject to Section 2.4(f), all Base Rate Advances shall bear interest on the daily unpaid principal amount thereof from the date made until paid in full at a fluctuating rate per annum equal to the Base Rate. Base Rate Advances shall be made in minimum amounts of Two Hundred Fifty Thousand Dollars ($250,000). All Swing Line Advances shall bear interest on the daily unpaid principal amount thereof from the date made until paid in full at a rate per annum equal to the Base Rate in effect during such time period less the Applicable Swing Line Advance Margin.

(b) LIBOR Advances. Subject to Sections 2.4(f) and 2.4(j), LIBOR Advances shall bear interest on the unpaid principal amount thereof during the Interest Period applicable thereto at a rate per annum equal to the sum of the LIBOR Rate for such Interest Period plus the Applicable LIBOR Rate Margin. LIBOR Advances shall be in amounts of One Million Dollars ($1,000,000) or Fifty Thousand Dollars ($50,000) increments in excess thereof. No more than eight (8) LIBOR Advances shall be outstanding at any one time. Notwithstanding anything to the contrary contained herein and subject to the default interest provisions contained in Section 2.4(f), if an Event of Default occurs and as a result thereof the Commitment is terminated and the Loan thereby accelerated, then all LIBOR Advances shall be converted to Base Rate Advances upon the date of such acceleration, and Borrower shall pay Lenders any Fixed Rate Price Adjustment in connection therewith.

(c) Absolute Rate Bid Advances. Subject to Section 2.4(f) and Section 2.4(j), all Absolute Rate Bid Advances shall bear interest on the unpaid principal amount thereof during the Fixed Rate Period applicable thereto at a fixed rate per annum equal to the Absolute Rate quoted by the Lender making such Bid Advance pursuant to Section 2.1(a)(ii)(C)(3) and accepted by Borrower pursuant to Section 2.1(a)(ii)(C)(5).

(d) Fixed Rate Bid Advances. Subject to Sections 2.4(f) and 2.4(j), Fixed Rate Bid Advances shall bear interest on the unpaid principal amount thereof during the Fixed Rate Period applicable thereto at a fixed rate per annum equal to the LIBOR Rate plus or minus the LIBOR Bid Margin quoted by the Lender making such Bid Advance pursuant to Section 2.1(a)(ii)(C)(3) and accepted by Borrower pursuant to Section 2.1(a)(ii)(C)(5).

(e) Interest Payments. Subject to Section 2.4(f), interest accrued on all Advances (other than Advances in respect of which interest is determined on the basis of LIBOR) shall be payable by Borrower, in the manner provided in Section 2.6(b) in arrears on the first Business Day of the first calendar month following the Closing Date, the first Business Day of each succeeding calendar month thereafter, and on the Maturity Date. Interest on LIBOR based Advances shall be payable in the manner provided in Section 2.6(b) in arrears at the end of the Interest Period applicable to such Advance, but in no event less frequently than once every three months with respect to each Interest Period.

Page 46

(f) Default Interest. Notwithstanding the rates of interest specified in Sections 2.4(a) and 2.4(b) and the payment dates specified in Section 2.4(e), effective at the option of Requisite Lenders following the occurrence and during the continuance of any Event of Default, the principal balance of all Advances then outstanding and, to the extent permitted by applicable law, any interest payments not paid when due, shall bear interest, payable upon demand, at a rate which is three percent (3%) per annum in excess of the rate(s) of interest otherwise payable from time to time under this Agreement. Notwithstanding anything to the contrary in any of the other Loan Documents, all other amounts due Administrative Agent or the Lenders (whether directly or for reimbursement) under this Agreement or any of the other Loan Documents if not paid when due, or if no time period is expressed, if not paid within ten (10) days after written demand, shall bear interest from and after demand at the rate set forth in this Section 2.4(f).

(g) Intentionally Omitted.

(h) Computation of Interest. Interest shall be computed on the basis of the actual number of days elapsed in the period during which interest or fees accrue and a year of three hundred sixty (360) days, except that interest on Base Rate Advances shall be calculated on the basis of the actual number of days in the applicable calendar year (i.e., 365 or 366, as applicable). In computing interest on any Advance, subject to Section 2.6(b), the date of the making of the Advance shall be included and the date of payment shall be excluded; provided, however, that if an Advance is repaid on the same day on which it is made, one (1) day’s interest shall be paid on that Advance. Notwithstanding any provision in this Section 2.4, interest in respect of any Advance shall not exceed the maximum rate permitted by applicable law.

(i) Changes; Legal Restrictions. In the event that, after the Closing Date, (A) the adoption of or any change in any law, treaty, rule, regulation, guideline or determination of a court or Governmental Authority or any change in the interpretation or application thereof by a court or Governmental Authority, or (B) compliance by Administrative Agent or any Lender with any request or directive made or issued after the Closing Date (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) from any central bank or other Governmental Authority or quasi-governmental authority:

(i) subjects Administrative Agent or any Lender to any tax, duty or other charge of any kind with respect to the Commitment, this Agreement or any of the other Loan Documents, including the Notes or the Advances, or changes the basis of taxation of payments to Administrative Agent or such Lender of principal, fees, interest or any other amount payable hereunder, except for net income, gross receipts, gross profits or franchise taxes imposed by any jurisdiction and not specifically based upon loan transactions (all such non-excepted taxes, duties and other charges being hereinafter referred to as “Lender Taxes”);

(ii) imposes, modifies or holds applicable, in the determination of Administrative Agent or any Lender, any reserve, special deposit, compulsory loan, FDIC insurance, capital allocation or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, Administrative Agent or such Lender

Page 47

or any applicable lending office (except to the extent that the reserve and FDIC insurance requirements are reflected in the “Base Rate” or in determining the LIBOR Rate);

(iii) imposes on Administrative Agent or any Lender any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Closing Date; or

(iv) imposes, modifies or deems applicable any tax, reserve, special deposit, capital adequacy or similar requirement against or with respect to or measured by reference to Letters of Credit, then, upon demand by the Administrative Agent or such Lender,

and the result of any of the foregoing is to increase the cost to Administrative Agent or any Lender of making, renewing, maintaining or participating in the Advances or to reduce any amount receivable thereunder (or the cost of issuing (or any Lender of purchasing participations in) or maintaining its obligation hereunder to issue (or purchase participations in) any Letter of Credit or reduce any amount receivable by the Administrative Agent or any Lender hereunder in respect of any Letter of Credit); then in any such case, Borrower shall promptly pay to Administrative Agent or such Lender, as applicable, within seven (7) days after Borrower’s receipt of written demand, such amount or amounts (based upon a reasonable allocation to this Agreement and directly related to the change in circumstances set forth in this Section 2.4(i)) as may be necessary to compensate Administrative Agent or such Lender for any such additional cost incurred or reduced amounts received. Administrative Agent or such Lender shall deliver to Borrower and in the case of a delivery by such Lender, such Lender shall also deliver to Administrative Agent, a written statement of the claimed additional costs incurred or reduced amounts received and the basis therefor as soon as reasonably practicable after such Lender obtains knowledge thereof. If Administrative Agent or any Lender subsequently recovers any amount of Lender Taxes previously paid by Borrower pursuant to this Section 2.4(i), whether before or after termination of this Agreement, then, upon receipt of good funds with respect to such recovery, Administrative Agent or such Lender will refund such amount to Borrower if no Event of Default or Unmatured Event of Default then exists or, if an Event of Default or Unmatured Event of Default then exists, such amount will be credited to the Obligations in the manner determined by Administrative Agent or such Lender.

(j) Certain Provisions Regarding LIBOR Advances, Fixed Rate Bid Advances and Absolute Rate Bid Advances.

(i) Certain Lending Unlawful. If any Lender shall determine (which determination shall, upon notice thereof to Borrower and Administrative Agent, be conclusive and binding on the parties hereto) that after the Closing Date the introduction of or any change in or in the interpretation of any law makes it unlawful, or any central bank or other Governmental Authority asserts that it is unlawful, for such Lender to make or maintain any Advance as a LIBOR Advance, Fixed Rate Bid Advance or Absolute Rate Bid Advance, (A) the obligations of such Lender to make or maintain any Advances as LIBOR Advances, Fixed Rate Bid Advances or Absolute Rate Bid Advances shall, upon such determination, forthwith be suspended until such Lender shall notify Administrative Agent that the circumstances causing such suspension no longer exist

Page 48

(and such Lender shall give notice if such circumstances no longer exist), and (B) if required by such law or assertion, the existing LIBOR Advances, Fixed Rate Bid Advances or Absolute Rate Bid Advances of such Lender shall automatically convert into Base Rate Advances.

(ii) Deposits Unavailable. If Administrative Agent shall have determined in good faith that adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBOR Advances, Fixed Rate Bid Advances or Absolute Rate Bid Advances, then, upon notice from Administrative Agent to Borrower the obligations of all the Lenders to make or maintain Advances as LIBOR Advances, Fixed Rate Bid Advances or Absolute Rate Bid Advances shall forthwith be suspended until Administrative Agent shall notify Borrower that the circumstances causing such suspension no longer exist. Administrative Agent will give such notice when it determines, in good faith, that such circumstances no longer exist; provided, however, that neither Administrative Agent nor any Lender shall have any liability to any Person with respect to any delay in giving such notice.

(iii) Fixed Rate Price Adjustment. Borrower acknowledges that prepayment or acceleration of a LIBOR Advance, Fixed Rate Bid Advance or Absolute Rate Bid Advance during an Interest Period shall result in the Lenders incurring additional costs, expenses and/or liabilities and that it is extremely difficult and impractical to ascertain the extent of such costs, expenses and/or liabilities. (For all purposes of this subparagraph (iii), any Advance not being made as a LIBOR Advance, Fixed Rate Bid Advance or Absolute Rate Bid Advance in accordance with the Notice of Borrowing therefor, as a result of Borrower’s cancellation thereof, shall be treated as if such LIBOR Advance, Fixed Rate Bid Advance or Absolute Rate Bid Advance had been prepaid.) Therefore, on the date a LIBOR Advance, Fixed Rate Bid Advance or Absolute Rate Bid Advance is prepaid or the date all sums payable hereunder become due and payable, by acceleration or otherwise (“Price Adjustment Date”), Borrower shall pay to Administrative Agent, for the account of each Lender (or the applicable Lender in the case of a Fixed Rate Bid Advance or Absolute Rate Bid Advance), in addition to all other sums then owing, an amount (“Fixed Rate Price Adjustment”) equal to the then present value of (A) the amount of interest that would have accrued on the LIBOR Advance, Fixed Rate Bid Advance or Absolute Rate Bid Advance for the remainder of the Interest Period at the rate applicable to such LIBOR Advance, Fixed Rate Bid Advance or Absolute Rate Bid Advance, less (B) the amount of interest that would accrue on the same LIBOR Advance, Fixed Rate Bid Advance or Absolute Rate Bid Advance for the same period if the LIBOR Rate were set on the Price Adjustment Date. The present value shall be calculated by using as a discount rate the LIBOR Rate quoted on the Price Adjustment Date.

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

BORROWER’S INITIALS: /s/ RSD

Page 49

Within seven (7) days after Borrower’s receipt of written notice from Administrative Agent, Borrower shall immediately pay to Administrative Agent, for the account of the Lenders, the Fixed Rate Price Adjustment as calculated by Administrative Agent. Such written notice (which shall include calculations in reasonable detail) shall, in the absence of manifest error, be conclusive and binding on the parties hereto.

(iv) Borrower understands, agrees and acknowledges the following: (A) no Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Advance or a Fixed Rate Price Adjustment; (B) the LIBOR Rate is used merely as a reference in determining such rate and/or Fixed Rate Price Adjustment; and (C) Borrower has accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate and a Fixed Rate Price Adjustment. Borrower further agrees to pay the Fixed Rate Price Adjustment and Lender Taxes, if any, whether or not a Lender elects to purchase, sell and/or match funds.

(k) Withholding Tax Exemption. At least five (5) Business Days prior to the first day on which interest or fees are payable hereunder for the account of any Lender, each Lender that is not incorporated under the laws of the United States of America, or a state thereof, agrees that it will deliver to Administrative Agent and Borrower two (2) duly completed copies of United States Internal Revenue Service Form W-8BEN or Form W-8ECI (and any necessary Form W-8IMY), certifying in either case that such Lender is entitled to receive payments under this Agreement without any deduction or withholding of any United States federal income taxes and a valid and duly completed and executed Internal Revenue Service Form W-8 or W-9. Each Lender which so delivers a Form W-8BEN or Form W-8ECI further undertakes to deliver to Administrative Agent and Borrower two (2) additional copies of such form (or any applicable successor form) on or before the date that such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent forms so delivered by it, and such amendments thereto or extensions or renewals thereof as may be reasonably requested by Administrative Agent or Borrower, in each case certifying that such Lender is entitled to receive payments under this Agreement without any deduction or withholding of any United States federal income taxes, unless an event (including, without limitation, any change in treaty, law or regulation) has occurred prior to the date on which any such delivery would otherwise be required which renders all such forms inapplicable or which would prevent such Lender from duly completing and delivering any such form with respect to it and such Lender advises Administrative Agent that it is not capable of receiving payments without any deduction or withholding of United States federal income taxes. If any Lender cannot deliver such form or delivers one or more such forms indicating that such Lender is entitled to only a partial exemption from withholding, then Borrower may withhold from such payments such amounts as are required by the Code.

2.5. Fees.

(a) Fees. Borrower shall pay to Administrative Agent the fees in respect of the Commitment pursuant to a separate agreement between Administrative Agent and Borrower.

Page 50

(b) Facility Fee. Until the Obligations are paid in full and this Agreement is terminated or, if sooner, the date the Commitment terminates, and subject to Section 10.4(b), Borrower shall pay to Administrative Agent, for the account of each Lender, a fee (the “Facility Fee”) in an amount equal to (i) the Commitment multiplied by (ii) the Applicable Facility Fee Rate. The Facility Fee shall be payable, in the manner provided in Section 2.5(e), in arrears on the first Business Day of each Fiscal Quarter, and shall be payable on the Maturity Date or, if sooner, the date the Commitment terminates or on the date of payment in full of all Obligations. The Facility Fee shall be prorated for any period of less than a full Fiscal Quarter.

(c) Agency Fees. Borrower shall pay Administrative Agent such fees as are provided for in the agency fee agreement between Administrative Agent and Borrower, as in existence from time to time.

(d) Extension Fee. Borrower shall pay to Administrative Agent, for distribution to each Lender which holds a Pro Rata Share of the Commitment, a fee in an amount equal to, as applicable, (i) 0.25% of the Commitment payable to each such Lender with a Pro Rata Share of the Commitment equal to or greater than $50,000,000, or (ii) 0.15% of the Commitment payable to each such Lender with a Pro Rata Share of the Commitment of less than $50,000,000. Such fee shall be due and payable by Borrower to Administrative Agent for the benefit of the Lenders concurrently with Borrower’s delivery of its written election to extend the Maturity Date pursuant to Section 2.1(d).

(e) Letter of Credit Fees. The Borrower agrees to pay to the Administrative Agent for the ratable benefit of the Lenders a letter of credit fee in respect of each outstanding Letter of Credit at a rate per annum equal to the greater of (i) the sum of the Applicable LIBOR Rate Margin and the Applicable Facility Fee from time to time in effect multiplied by the Stated Amount of such Letter of Credit or (ii) $1,000. Such letter of credit fee shall be payable quarterly in arrears (for the respective number of days outstanding) on the first Business Day of each Fiscal Quarter during the term of such Letter of Credit, provided that the full amount of such fee shall be immediately due and payable upon any early termination of a Letter of Credit. The Borrower shall pay directly to the Administrative Agent a fronting fee and an issuing fee for its account with respect to each Letter of Credit issued as provided for in a separate agreement between Administrative Agent and borrower, together with, from time to time, on demand all commissions, charges, costs and expenses in the amounts customarily charged by the Administrative Agent from time to time in like circumstances with respect to the issuance of each Letter of Credit, drawings, amendments and other transactions relating thereto.

(f) Payment of Fees. The fees described in this Section 2.5 represent compensation for services rendered and to be rendered separate and apart from the lending of money or the provision of credit and do not constitute compensation for the use, detention or forbearance of money, and the obligation of Borrower to pay the fees described herein shall be in addition to, and not in lieu of, the obligation of Borrower to pay interest, other fees and expenses otherwise described in this Agreement. All fees shall be payable when due in immediately available funds and shall be nonrefundable when paid. If Borrower fails to make when due, or if no time period is expressed, if not paid within ten (10) days after written demand therefor, any payment of fees or expenses specified or referred to in this Agreement due to Administrative Agent or the Lenders, including without limitation those referred to in this Section 2.5, in

Page 51

Section 11.1, or otherwise under this Agreement or any separate fee agreement between Borrower and Administrative Agent or any Lender relating to this Agreement, such amount shall bear interest from and after demand until paid at the rate specified in Section 2.4(f) (but not to exceed the maximum rate permitted by applicable law), and shall constitute part of the Obligations. The Facility Fee shall be calculated on the basis of a 360-day year and the actual number of days elapsed.

2.6. Payments.

(a) Voluntary Prepayments. Subject to Section 2.1(a)(ii)(A)(3), Borrower may, upon prior written notice to Administrative Agent delivered not later than 11:00 A.M. (San Francisco time) not less than one (1) Business Day prior to the proposed prepayment date, at any time and from time to time, prepay any Advances in whole or in part, provided that, notwithstanding the foregoing, Borrower may, upon written notice given not later than 11:00 A.M. (San Francisco time) on the proposed date of repayment, prepay Swing Line Advances in whole or in part on such date. If, at the time of prepayment of the Advances, there are outstanding any Swing Line Advances, such prepayment shall be applied first to the prepayment of outstanding Swing Line Advances, and second to the prepayment of other Advances. Any notice of prepayment given to Administrative Agent under this Section 2.6(a) shall specify the date of prepayment and the aggregate principal amount of the prepayment. In the event of a prepayment of LIBOR Advances, Borrower shall pay any Fixed Rate Price Adjustment payable in respect thereof in accordance with Section 2.4(j). Administrative Agent shall provide to each Lender a confirming copy of such notice on the same Business Day such notice is received.

(b) Mandatory Prepayment. To the extent Borrower at any time and for any reason is not in compliance with Section 2.1(a)(i)(A)(2), Borrower shall promptly, but in any event within five (5) Business Days, repay Advances outstanding hereunder in an amount sufficient to cause compliance with such Section 2.1(a)(i)(A)(2). All payments under this subsection (b) shall be applied to pay all amounts of excess principal outstanding on the applicable Advances and any applicable Reimbursement Obligations and the remainder, if any, shall be deposited into the Letter of Credit Collateral Account for application to any Reimbursement Obligations as and when due. Provided there is not then existing an Event of Default or an Unmatured Event of Default, the Administrative Agent shall, at the request of the Borrower, release any amounts deposited into the Letter of Credit Collateral Account pursuant to this Section 2.6(b), at such time as Borrower shall regain borrowing capacity pursuant to Section 2.1.

(c) Manner and Time of Payment. All payments of principal, interest and fees hereunder payable to Administrative Agent or the Lenders shall be made without condition or reservation of right and free of set-off or counterclaim, in Dollars and by wire transfer (pursuant to Administrative Agent’s written wire transfer instructions) of immediately available funds, to Administrative Agent, for the account of each Lender entitled thereto not later than 11:00 A. M. (San Francisco time) on the date due; and funds received by Administrative Agent after that time and date shall be deemed to have been paid on the next succeeding Business Day.

(d) Payment on Non-Business Days. Whenever any payment to be made by Borrower hereunder shall be stated to be due on a day which is not a Business Day, such

Page 52

payment shall be made on the next succeeding Business Day and such extension of time shall be included in the computation of the payment of interest hereunder and of any of the fees specified in Section 2.5, as the case may be.

2.7. Notice of Increased Costs. Each Lender agrees that, as promptly as reasonably practicable after it becomes aware of the occurrence of an event or the existence of a condition which would cause it to be affected by any of the events or conditions described in Section 2.4(i) or (j), it will notify Borrower, and provide a copy of such notice to Administrative Agent, of such event and the possible effects thereof, provided that the failure to provide such notice shall not affect such Lender’s rights to reimbursement provided for herein. Provided no Event of Default or Unmatured Event of Default has occurred and is continuing, Borrower shall have the right (the “Payoff Right”) to pay to such Lender all principal, accrued and unpaid interest and any other amounts (collectively, the “Payoff Amount”) due such Lender under this Agreement and the other Loan Documents (including amounts due such Lender under Section 2.4(i)). Borrower may exercise the Payoff Right only by delivering written notice of Borrower’s exercise of such Payoff Right to such Lender, the Administrative Agent and the other Lenders within fifteen (15) days after Borrower’s receipt of written notice from such Lender that Borrower owes amounts under Section 2.4(i) and thereafter paying, in immediately available funds, the Payoff Amount to such Lender within such 15-day period. Upon such Lender’s receipt of the Payoff Amount, such Lender’s Pro Rata Share of the Commitment shall be terminated, the Commitment shall be reduced by an amount equal to such Lender’s Pro Rata Share of the Commitment and the Pro Rata Shares of the Commitment of the remaining Lenders shall be adjusted and the Administrative Agent shall give written notice to each of the Lenders of the adjusted Pro Rata Shares.

2.8. Voluntary Termination or Reduction of Commitment. At any time prior to the Maturity Date, Borrower may, upon not less than five (5) Business Days’ prior written notice to the Administrative Agent, terminate the Commitment in effect or permanently reduce the Commitment in effect by an aggregate minimum amount of Twenty Million Dollars ($20,000,000) or any multiple of Five Million Dollars ($5,000,000) in excess thereof, provided, however, that no such termination or reduction shall be permitted if, after giving effect thereto and to any prepayment of Advances made on the effective date of such termination or reduction, as the case may be, the then outstanding principal amount of the Advances would exceed the Commitment in effect; provided further, however, that once terminated or reduced in accordance with this Section 2.8, the Commitment in effect may not thereafter be reinstated or increased (provided that, if the Commitment is reduced (but not terminated) pursuant to this Section 2.8, the Commitment may thereafter be increased pursuant to Section 2.9) and provided further, however, that although the Commitment in effect may be terminated entirely pursuant to this Section 2.8, no partial termination shall result in the Commitment being reduced to below One Hundred Million Dollars ($100,000,000). All accrued and unpaid fees due under Section 2.5 with respect to the portion of the Commitment in effect being terminated or reduced shall be paid to the Administrative Agent on the funding date of such termination or reduction.

2.9. Optional Increase to the Commitment.

(a) Provided that no Event of Default or Unmatured Event of Default then exists, Borrower may, in accordance with the provisions of this Section 2.9 and on no more than two (2)

Page 53

occasions prior to the date occurring ninety (90) days prior to the original Maturity Date, request in writing that the then effective Commitment be increased up to $400,000,000 minus the amount of any reductions to the Commitment pursuant to Section 2.7 and/or Section 2.8 and the amount of any previous increase in Commitment pursuant to this Section 2.9, provided, however, that no such request shall be for an increase amount less than $20,000,000. Any request under this Section shall be submitted by Borrower to the Lenders through Administrative Agent not less than thirty (30) days prior to the proposed increase, specify the proposed effective date and amount of such increase and be accompanied by (i) an Officer’s Certificate of the REIT stating that no Event of Default or Unmatured Event of Default exists as of the date of the request or will result from the requested increase, (ii) a written consent to the increase in the amount of the Commitment executed by the REIT (in its capacity as “Guarantor” under the Guaranty), and (iii) the satisfaction of all conditions precedent specified in Section 3.2. As a condition to the effectiveness of any such increase, Borrower shall execute such new or replacement Notes as may be requested by Administrative Agent to evidence such increase in the Commitment. Borrower may also specify any fees offered to those Lenders which agree to an increase in the amount of their respective Pro Rata Shares of the Commitment (which fees may be variable based upon the amount which any such Lender is willing to assume as an increase to the amount of its Pro Rata Share of the increased Commitment). The consent of the Lenders, as such, shall not be required for an increase in the amount of the Commitment pursuant to this Section, and this Agreement may be amended for the purpose of implementing any increase of the Commitment in accordance with this Section 2.9 without the consent of any Lender, but subject to Section 2.9(e) below.

(b) Each Lender may approve or reject a request for an increase in the amount of its Pro Rata Share of the Commitment in its sole and absolute discretion and, absent an affirmative written response within fifteen (15) days after receipt of such request, shall be deemed to have rejected the request. The rejection of such a request by any number of Lenders shall not affect Borrower’s right to increase the Commitment pursuant to this Section as a result of, and with respect to the Pro Rata Shares of, those Lenders that approve such increase and such additional Lenders that join this Agreement in accordance with clause (e) of this Section. Notwithstanding any other provision hereof, no Lender which rejects a request for an increase in the Commitment shall be (i) subject to removal as a Lender, (ii) obligated to lend any amount greater than its original Pro Rata Share of the original Commitment, or (iii) deemed to be in default in any respect hereunder.

(c) In responding to a request under this Section, each Lender which is willing to increase the amount of its Pro Rata Share of the increased Commitment shall specify the amount of the proposed increase which it is willing to assume. Each consenting Lender shall be entitled to participate ratably (based on its Pro Rata Share of the Commitment before such increase) in any resulting increase in the Commitment, subject to the right of Administrative Agent to adjust allocations of the increased Commitment so as to result in the amounts of the Pro Rata Shares of the Lenders being in integral multiples of $1,000,000.

(d) If the aggregate principal amount offered to be assumed by the consenting Lenders is less than the amount requested, Borrower may (i) reject the proposed increase in its entirety, (ii) accept the offered amounts or (iii) designate new lenders who qualify as eligible assignees under Section 11.20 and which are reasonably acceptable to Administrative Agent as

Page 54

additional Lenders hereunder in accordance with clause (e) of this Section (each, a “New Lender”), which New Lenders may assume the amount of the increase in the Commitment that has not been assumed by the consenting Lenders.

(e) Each New Lender designated by Borrower and reasonably acceptable to Administrative Agent shall become an additional party hereto as a New Lender concurrently with the effectiveness of the proposed increase in the Commitment upon its execution of an instrument of joinder to this Agreement which is in form and substance acceptable to Administrative Agent and which, in any event, contains the representations, warranties, indemnities and other protections afforded to Administrative Agent and the other Lenders which would be granted or made by an eligible assignee under Section 11.20 by means of the execution of an Assignment and Assumption.

(f) Subject to the foregoing, any increase to the Commitment requested under this Section shall be effective as of the date proposed by Borrower and shall be in the principal amount equal to (i) the amount which consenting Lenders are willing to assume as increases to the amount of their respective Pro Rata Shares plus (ii) the amount offered by any New Lenders. Upon the effectiveness of any such increase, Borrower shall issue replacement Notes to each affected Lender and new Notes to each New Lender, and the percentage Pro Rata Share of each Lender will be adjusted, higher or lower as needed, to give effect to the increase in the Commitment and set forth in a new Schedule 1.1 issued by Administrative Agent. On or prior to such effective date and as applicable, certain of the Lenders shall purchase, and certain of the Lenders shall sell, to one another, the percentage interest in the Commitment as necessary in order to reallocate the principal balance under the Notes among the Lenders to correspond to the Pro Rata Shares of the Lenders set forth in the new Schedule 1.1 referred to above.

2.10. Expiration or Maturity Date of Letters of Credit Past Maturity Date.

If on the date the Commitments are terminated (whether voluntarily, by reason of the occurrence of an Event of Default or otherwise), there are any Letters of Credit outstanding hereunder, the Borrower shall, on such date, pay to the Administrative Agent an amount of money equal to the Stated Amount of such Letter(s) of Credit for deposit into the Letter of Credit Collateral Account. If a drawing pursuant to any such Letter of Credit occurs on or prior to the expiration date of such Letter of Credit, the Borrower authorizes the Administrative Agent to use the monies deposited in the Letter of Credit Collateral Account to make payment to the beneficiary with respect to such drawing or the payee with respect to such presentment. If no drawing occurs on or prior to the expiration date of such Letter of Credit, the Administrative Agent shall pay to the Borrower (or to whomever else may be legally entitled thereto) the monies deposited in the Letter of Credit Collateral Account (together with any accrued interest thereon) with respect to such outstanding Letter of Credit on or before the date thirty (30) days after the expiration date of such Letter of Credit.

2.11. Funds Transfer Disbursements. (a) Borrower hereby authorizes Administrative Agent to disburse any Advance pursuant to the Loan Documents, as requested by an authorized representative of Borrower, to any of the account(s) to be designated in the form attached hereto as Exhibit J. Borrower agrees to be bound by any transfer request: (i) authorized or transmitted by Borrower; or (ii) made in Borrower’s name and accepted by Administrative Agent in good

Page 55

faith and in compliance with these transfer instructions, even if not properly authorized by Borrower. Borrower further agrees and acknowledges that Administrative Agent may rely solely on any bank routing number or identifying bank account number or name provided by Borrower to effect a wire or funds transfer even if the information provided by Borrower identifies a different bank or account holder than named by Borrower. Administrative Agent is not obligated or required in any way to take any actions to detect errors in information provided by Borrower. If Administrative Agent takes any actions in an attempt to detect errors in the transmission or content of transfer or requests or takes any actions in an attempt to detect unauthorized funds transfer requests, Borrower agrees that no matter how many times Administrative Agent takes these actions, Administrative Agent will not in any situation be liable for failing to take or correctly perform these actions in the future, and such actions shall not become any part of the transfer disbursement procedures authorized under this provision, the Loan Documents or any agreement between Administrative Agent and Borrower. Borrower agrees to notify Administrative Agent of any errors in the transfer of any funds or of any unauthorized or improperly authorized transfer requests within fourteen (14) days after Administrative Agent’s confirmation to Borrower of such transfer.

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

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

2.12. Electronic Document Delivery. Documents required to be delivered pursuant to the Loan Documents shall, if available, be delivered by electronic communication and delivery, including, the Internet, e-mail or intranet websites to which the Administrative Agent and each Lender have access (including a commercial, third-party website such as xxx.Xxxxx.xxx <xxxx://xxx.Xxxxx.xxx> or a website sponsored or hosted by the Administrative Agent or the Borrower) provided that the foregoing shall not apply to (A) notices to Administrative Agent or any Lender (or the Issuing Bank) pursuant to Section 2.1 and (B) any Lender that has notified the Administrative Agent and Borrower that it cannot or does not want to receive electronic communications. Notwithstanding the provisions of Section 11.6, the Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it

Page 56

hereunder by electronic delivery pursuant to procedures approved by it for all or particular notices or communications. Documents or notices delivered electronically shall be deemed to have been delivered twenty-four (24) hours after the date and time on which the Administrative Agent or Borrower posts such documents or the documents become available on a commercial website and the Administrative Agent or Borrower notifies each Lender of said posting and provides a link thereto provided if such notice or other communication is not sent or posted during the normal business hours of the recipient, said posting date and time shall be deemed to have commenced as of 9:00 a.m. on the opening of business on the next Business Day for the recipient. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of the Compliance Certificate to the Administrative Agent and shall deliver paper copies of any documents to the Administrative Agent or to any Lender that requests such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender. Except for the Compliance Certificate, the Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents delivered electronically, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request for delivery. Each Lender shall be solely responsible for requesting delivery to it of paper copies and maintaining its paper or electronic documents.

ARTICLE 3
CONDITIONS TO ADVANCES

3.1. Conditions to Effectiveness; Initial Advances. The effectiveness of this Agreement and the obligation of the Lenders to make the initial Advances in accordance with Section 2.1(e) and the obligation of Administrative Agent to issue each Letter of Credit shall be subject to the satisfaction or waiver by the Requisite Lenders of each of the following conditions precedent on or before July ___, 2005:

(a) Borrower Loan Documents. Borrower shall have executed and delivered to Administrative Agent each of the following, in form and substance acceptable to Administrative Agent and each other Lender:

(i) this Agreement;

(ii) the Notes (other than the Bid Advance Notes); and

(iii) all other documents which Administrative Agent reasonably requires to be executed by or on behalf of Borrower.

(b) REIT Loan Documents. The REIT shall have executed and delivered to Administrative Agent each of the following, in form and substance acceptable to Administrative Agent and each other Lender:

(i) the Guaranty; and

(ii) all other documents which Administrative Agent reasonably requires to be executed by or on behalf of the REIT.

Page 57

(c) Corporate and Partnership Documents. Administrative Agent shall have received the corporate and partnership formation and other governing documents of the Borrower and the REIT, and a certificate of each such entity’s Secretary or an officer comparable thereto with respect to authorization, incumbency and all organizational documents.

(d) Solvency. Each of the REIT and Borrower shall be Solvent and shall have delivered to Administrative Agent a Solvency Certificate to that effect.

(e) Fees and Expenses. Administrative Agent shall have received all fees then due to Administrative Agent and to the Lenders and shall have received reimbursement for all costs and expenses for which Borrower is obligated pursuant to Section 11.1 and for which Borrower has received an invoice, and Borrower shall have performed all of its other obligations as set forth in the Loan Documents to make payments to Administrative Agent on or before the Closing Date and all expenses of Administrative Agent incurred prior to such Closing Date and for which Borrower has received an invoice shall have been paid by Borrower.

(f) Opinions of Counsel. Administrative Agent shall have received, on behalf of Administrative Agent and the Lenders, favorable opinions of counsel for Borrower and the REIT dated as of the Closing Date, in form and substance reasonably satisfactory to Administrative Agent, the Lenders and their respective counsel.

(g) Consents and Approvals. All material licenses, permits, consents, regulatory approvals and corporate action necessary to enter into the financing transactions contemplated by this Agreement shall have been obtained by Borrower and the REIT.

(h) Adjusting Purchase Payments. The applicable Lenders shall have made the Adjusting Purchase Payments as specified in Section 2.1(e).

(i) Payment of Interest and Fees on Prior Loan. Borrower shall have paid to Administrative Agent all accrued and unpaid interest and fees under the Prior Loan.

3.2. Conditions Precedent to All Advances. The obligation of each Lender to make any Advance (including the initial Advance) requested to be made by it, and the obligation of Administrative Agent to issue each Letter of Credit, on any date, is subject to the satisfaction or waiver by the Requisite Lenders of the following conditions precedent as of such date:

(a) Notice of Borrowing. With respect to a request for an Advance, Administrative Agent shall have received, on or before the Funding Date and in accordance with the provisions of Section 2.1(a)(i)(B), an original and duly executed Notice of Borrowing.

(b) Additional Matters. As of the Funding Date for any Advance and after giving effect to the Advance being requested or the Letter of Credit being requested to issue:

(i) No Default. After giving effect to the requested Advance or the issuance of the applicable Letter of Credit, no Event of Default or Unmatured Event of Default shall have occurred and be continuing or would result from the making of the requested Advance (it being intended that the Lenders shall have no obligation to fund any Advance during the period allowed under this Agreement for cure of any event or

Page 58

condition which, if not cured during such period, would become an Event of Default), and all of the covenants contained in Sections 7.3 and Article 8 shall be satisfied;

(ii) Representations and Warranties. All of the representations and warranties contained in this Agreement and in any other Loan Document (other than those representations and warranties which expressly provide that they speak as of a certain date (e.g., “as of the Closing Date”)) shall be true and correct in all material respects on and as of such Funding Date, as though made on and as of such date, and Borrower shall so certify;

(iii) No Material Adverse Change (Borrower and REIT). No change shall have occurred which shall have a Material Adverse Effect on Borrower or the REIT;

(iv) Material Adverse Change (Unencumbered Asset). If a change shall have occurred which shall have a Material Adverse Effect on any Unencumbered Asset or the operating performance thereof, such Unencumbered Asset shall not be included in the aggregate Unencumbered Asset Value of the Unencumbered Pool for purposes of Section 2.1(a)(i)(A)(2);

(v) Litigation Proceedings. There shall not have been instituted or threatened, any litigation or proceeding in any court or before any Governmental Authority affecting or threatening to affect Borrower or the REIT which, if adversely determined, would have a Material Adverse Effect on Borrower or the REIT; and

(vi) Compliance with Section 8.5. Borrower shall be in compliance with Section 8.5 after such Advance is made.

(c) Bid Advance Note(s). In the case of and prior to any Bid Advance, Borrower shall have provided to Administrative Agent Bid Advance Notes, one for each Lender, and each in the full amount of the Bid Advance Limit.

Each submission by Borrower to Administrative Agent of a Notice of Borrowing with respect to an Advance and the acceptance by Borrower of the proceeds of each such Advance made hereunder shall constitute a representation and warranty by Borrower as of the Funding Date in respect of such Advance that all the conditions contained in this Section 3.2 have been satisfied.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES

4.1. Representations and Warranties as to Borrower, Etc. In order to induce the Lenders to make the Advances, Borrower hereby represents and warrants to Administrative Agent and the Lenders as follows:

(a) Organization; Partnership Powers. Borrower (i) is a limited partnership duly organized, validly existing and in good standing under the laws of Maryland, (ii) is duly qualified to do business as a foreign limited partnership and in good standing under the laws of California and each other jurisdiction in which it owns or leases real property or in which the nature of its business requires it to be so qualified, except for those jurisdictions where failure to

Page 59

so qualify and be in good standing would not have a Material Adverse Effect on Borrower, and (iii) has all requisite partnership power and authority to own, operate and encumber its Property and assets and to conduct its business as presently conducted and as proposed to be conducted in connection with and following the consummation of the transactions contemplated by the Loan Documents.

(b) Authority. Borrower has the requisite partnership power and authority to execute, deliver and perform each of the Loan Documents to which it is a party. The execution, delivery and performance thereof, and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary actions. Each of the Loan Documents to which Borrower is a party has been duly and validly executed and delivered by Borrower and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other laws affecting creditors’ rights generally and general equitable principles.

(c) Ownership of Borrower. All of the Partnership Units of Borrower are validly issued and non-assessable and as of the Closing Date are owned of record by the REIT or by the Persons (and in the amounts) set forth on Schedule 4.1(c), as amended from time to time. As of December 31, 2004, the REIT owns 66,325,709 Partnership Units of Borrower, free and clear of any Liens. Such Partnership Units were offered and sold in compliance in all material respects with all Requirements of Law (including, without limitation, federal and state securities laws). Except as set forth in Schedule 4.1(c), as of the Closing Date there are no outstanding securities convertible into or exchangeable for Partnership Units of Borrower, or options, warrants or rights to purchase any such Partnership Units, or commitments of any kind for the issuance of additional Partnership Units or any such convertible or exchangeable securities or options, warrants or rights to purchase such Partnership Units. The REIT is the sole general partner of Borrower.

(d) No Conflict. The execution, delivery and performance by Borrower of the Loan Documents to which it is or will be a party, and each of the transactions contemplated thereby, do not and will not (i) conflict with or violate Borrower’s limited partnership agreement or certificate of limited partnership or other organizational documents, as the case may be, or (ii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law, Contractual Obligation or Court Order of or binding upon Borrower, which would have a Material Adverse Effect on Borrower or (iii) require termination of any Contractual Obligation, which termination would have a Material Adverse Effect on Borrower or (iv) result in or require the creation or imposition of any Lien whatsoever upon any of the Properties or assets of Borrower (other than Permitted Liens).

(e) Consents and Authorizations. Borrower has obtained all consents and authorizations required pursuant to its Contractual Obligations with any other Person, and shall have obtained all consents and authorizations of, and effected all notices to and filings with, any Governmental Authority, as may be necessary to allow Borrower to lawfully execute, deliver and perform its obligations under the Loan Documents to which Borrower is a party, except to the extent that failure to obtain any such consent or authorization or to effect such notice or filing would not have a Material Adverse Effect on Borrower.

Page 60

(f) Governmental Regulation. Neither Borrower nor the REIT is subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, the Investment Company Act of 1940 or any other federal or state statute or regulation such that its ability to incur indebtedness is limited or its ability to consummate the transactions contemplated by the Loan Documents is materially impaired.

(g) Financial Statements; Projections and Forecasts. Each of the financial statements to be delivered to Administrative Agent pursuant to Section 5.1(b) and Section 5.1(c) (i) has been, or will be, as applicable, prepared in accordance with the books and records of the REIT and the Consolidated Entities on a consolidated basis, and (ii) either fairly present in all material respects, or will fairly present in all material respects, as applicable, the financial condition of the REIT and the Consolidated Entities on a consolidated basis, at the dates thereof (and, if applicable, subject to normal year-end adjustments) and the results of its operations and cash flows, on a consolidated basis, for the period then ended. Each of the projections delivered to Administrative Agent prior to the date hereof and each of the projected consolidated cash flows to be delivered to Administrative Agent pursuant to Section 5.1(e), (A) has been, or will be, as applicable, prepared by the REIT in light of the past business and performance of the REIT or its predecessors in interest on a consolidated basis and (B) represent, or will represent, as of the date thereof, the reasonable good faith estimates of the REIT’s financial personnel as of their respective dates.

(h) Prior Operating Statements. Each of the operating statements pertaining to each of the Unencumbered Assets in the Unencumbered Pool prepared by Borrower and delivered to Administrative Agent prior to the date hereof was prepared in accordance with GAAP in effect on the date such operating statement of each such Unencumbered Asset was prepared and fairly presents the results of operations of such Unencumbered Asset for the period then ended; provided, however, that no representation is made with respect to any period prior to the ownership of such Unencumbered Asset by Borrower.

(i) Unencumbered Pool Statements and Projections. Each of the Unencumbered Pool Statements to be delivered to Administrative Agent pursuant to Section 5.1(f) (i) has been or will be, as applicable, prepared in accordance with the books and records of the applicable Unencumbered Asset and (ii) fairly presents or will fairly present in all material respects, as applicable, the results of operations of such Unencumbered Asset for the period then ended; provided, however, that no representation is made with respect to any period prior to the ownership of such Unencumbered Asset by Borrower.

(j) Litigation; Adverse Effects.

(i) Except as otherwise disclosed on Schedule 4.1(j), there is no action, suit, proceeding, governmental investigation or arbitration, at law or in equity, or before or by any Governmental Authority, pending or, to the best of Borrower’s knowledge, threatened against Borrower or any Property of Borrower which would result in a Material Adverse Effect on Borrower.

(ii) Borrower is not (A) in violation of any applicable law, which violation has a Material Adverse Effect on Borrower, or (B) subject to or in default with

Page 61

respect to any Court Order which has a Material Adverse Effect on Borrower. There are no material Proceedings pending or, to the best of Borrower’s knowledge, threatened against Borrower or any Unencumbered Asset which would have a Material Adverse Effect on Borrower.

(k) No Material Adverse Change. Since December 31, 2004, (i) there has occurred no event which has a Material Adverse Effect on Borrower, and (ii) no material adverse change in Borrower’s ability to perform its obligations under the Loan Documents to which it is a party or the transactions contemplated thereby has occurred.

(l) Payment of Taxes. All tax returns and reports to be filed by Borrower have been timely filed, and all taxes, assessments, fees and other governmental charges shown on such returns or otherwise payable by Borrower have been paid when due and payable (other than real property taxes, which may be paid prior to delinquency so long as no penalty or interest shall attach thereto), except such taxes, if any, as are reserved against in accordance with GAAP and are being contested in good faith by appropriate proceedings or such taxes, the failure to make payment of which when due and payable will not have, in the aggregate, a Material Adverse Effect on Borrower. Borrower has no knowledge of any proposed tax assessment against Borrower that will have a Material Adverse Effect on Borrower, which is not being actively contested in good faith by Borrower.

(m) Material Adverse Agreements. Borrower is not a party to or subject to any Contractual Obligation or other restriction contained in its limited partnership agreement, certificate of limited partnership or similar governing documents which has a Material Adverse Effect on Borrower.

(n) Performance. Borrower is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Contractual Obligation applicable to it, and no condition exists which, with the giving of notice or the lapse of time or both, would constitute a default under such Contractual Obligation, except where the consequences, direct or indirect, of such default or defaults, if any, will not have a Material Adverse Effect on Borrower.

(o) Federal Reserve Regulations. No part of the proceeds of the Advances hereunder will be used to purchase or carry any “margin security” as defined in Regulation U or for the purpose of reducing or retiring any indebtedness which was originally incurred to purchase or carry any margin security or for any other purpose which might constitute this transaction a “purpose credit” within the meaning of said Regulation U. Neither Borrower nor the REIT is engaged primarily in the business of extending credit for the purpose of purchasing or carrying out any “margin stock” as defined in Regulation U. No part of the proceeds of the Advances hereunder will be used for any purpose that violates, or which is inconsistent with, the provisions of Regulation X or any other regulation of the Federal Reserve Board.

(p) Disclosure. The representations and warranties of Borrower contained in the Loan Documents and all certificates, financial statements and other documents delivered to Administrative Agent in connection therewith, do not contain any untrue statement of a material fact or omit to state a material fact necessary, in order to make the statements contained herein or

Page 62

therein, in light of the circumstances under which they were made and when taken together with all other information provided by Borrower, not materially misleading; provided no representation is made as to any information in the financial reports for any Real Property prior to its ownership by Borrower. The factual information in any document, certificate or written statement furnished to the Administrative Agent by or on behalf of the REIT or any other Consolidated Entity with respect to the business, assets, prospects, results of operations or financial condition of the REIT, Borrower or any other Consolidated Entity, including operating statements, lease status reports and Rent Rolls for periods when the Real Property covered by such statements or Rent Rolls is owned by Borrower, for use in connection with the transactions contemplated by this Agreement, was true and correct in all material respects as of the applicable date. To the best knowledge of the REIT, Borrower or any Consolidated Entity, there is no occurrence that has had a Material Adverse Effect on Borrower or the REIT or could reasonably be expected to have a Material Adverse Effect on Borrower or the REIT, which has not been disclosed herein or in such other documents, certificates and statements. Notwithstanding the foregoing, with respect to any representations and warranties relating to projections of Borrower’s future performance, such representations and warranties are made in good faith as of the date thereof (it being understood that assumptions as to future results are inherently subject to uncertainty and contingencies, many of which are beyond Borrower’s control, and no assurance can be given that any particular projections will be realized).

(q) Requirements of Law. The REIT and the Consolidated Entities are in compliance with all Requirements of Law (including without limitation the Securities Act and the Securities Exchange Act, and the applicable rules and regulations thereunder, state securities law and “Blue Sky” laws) applicable to it and its respective businesses, in each case, where the failure to so comply will have a Material Adverse Effect on the REIT or the Borrower. The REIT has obtained all consents of the Commission and has made or will make within the required time periods, all filings required under the Securities Act and the Securities Exchange Act in connection with the execution, delivery and performance by the REIT of the Loan Documents.

(r) Patents, Trademarks, Permits, Etc. The REIT and the Borrower own, are licensed or otherwise have the lawful right to use, or have, all permits and other governmental approvals, patents, trademarks, trade names, copyrights, technology, know-how and processes used in or necessary for the conduct of each such Person’s business as currently conducted, the absence of which would have a Material Adverse Effect upon Borrower or the REIT. The use of such permits and other governmental approvals, patents, trademarks, trade names, copyrights, technology, know-how and processes by each such Person does not infringe on the rights of any Person subject to such claims and infringements as do not, in the aggregate, give rise to any liability on the part of any such Person which would have a Material Adverse Effect on Borrower or the REIT.

(s) Environmental Matters. Except as set forth on Schedule 4.1(s) or in any phase I environmental or other reports delivered to Administrative Agent, to the best knowledge of Borrower (i) the operations of the REIT and Borrower comply in all material respects with all applicable, local, state and federal environmental, health and safety Requirements of Law (“Environmental Laws”); (ii) none of the Unencumbered Assets or operations thereon are subject to any Remedial Action or other Liabilities and Costs arising from the Release or threatened

Page 63

Release of a Contaminant into the environment in violation of any Environmental Laws, which Remedial Action or other Liabilities and Costs would have a Material Adverse Effect on Borrower and/or the REIT; (iii) neither the REIT nor Borrower has filed any notice under applicable Environmental Laws reporting a Release of a Contaminant into the environment in violation of any Environmental Laws, except as the same may have been heretofore remedied or would not have a Material Adverse Effect; (iv) there is not now on or in any Unencumbered Assets (except in compliance in all material respects with all applicable Environmental Laws): (A) any underground storage tanks, (B) any asbestos-containing material, or (C) any polychlorinated biphenyls (PCB’s) used in hydraulic oils, electrical transformers or other equipment owned by such Person; and (v) neither the REIT nor Borrower has received any notice or claim to the effect that it is or may be liable to any Person as a result of the Release or threatened Release of a Contaminant into the environment which would have a Material Adverse Effect on Borrower or the REIT.

(t) Solvency. Borrower is and will be Solvent after giving effect to the disbursements of the Advances and the payment and accrual of all fees then payable.

(u) Title to Assets. Borrower has good, indefeasible and merchantable title to, or a valid leasehold interest in, all Properties, including, without limitation, all Unencumbered Assets, owned or leased by it.

(v) Management Agreements. Except as disclosed on Schedule 4.1(v) or as otherwise permitted under the Loan Documents, Borrower is not a party or subject to any management or “ground” leasing agreement with respect to any of the Properties included within the Unencumbered Pool.

4.2. Representations and Warranties as to the REIT. In order to induce Lenders to make the Advances, Borrower hereby represents and warrants to Administrative Agent and the Lenders as follows:

(a) Organization: Corporate Powers. The REIT (i) is a corporation duly organized, validly existing and in good standing under the laws of Maryland, (ii) is duly qualified to do business as a foreign corporation and in good standing under the laws of each jurisdiction in which it owns or leases real property or in which the nature of its business requires it to be so qualified, except for those jurisdictions where failure to so qualify and be in good standing will not have a Material Adverse Effect on the REIT, and (iii) has all requisite corporate power and authority to own, operate and encumber its property and assets and to conduct its business as presently conducted and as proposed to be conducted in connection with and following the consummation of the transactions contemplated by the Loan Documents.

(b) Authority. The REIT has the requisite corporate power and authority to execute, deliver and perform each of the Loan Documents to which it is a party. The execution, delivery and performance thereof, and the consummation of the transactions contemplated thereby, have been duly authorized by the Board of Directors of the REIT, and no other corporate proceedings on the part of the REIT are necessary to consummate such transactions. Each of the Loan Documents to which the REIT is a party has been duly executed and delivered by the REIT and constitutes its legal, valid and binding obligation, enforceable against it in

Page 64

accordance with its terms, subject to bankruptcy, insolvency and other laws affecting creditors’ rights generally and general equitable principles.

(c) No Conflict. The execution, delivery and performance by the REIT of the Loan Documents to which it is party, and each of the transactions contemplated thereby, do not and will not (i) conflict with or violate its articles of incorporation, by-laws or other organizational documents, (ii) conflict with, result in a breach of or constitute (with or without notice or lapse of time or both) a default under any Requirement of Law, Contractual Obligation or Court Order of or binding upon the REIT, which would have a Material Adverse Effect on the REIT, (iii) require termination of any Contractual Obligation, which termination would have a Material Adverse Effect on the REIT, (iv) result in or require the creation or imposition of any Lien whatsoever upon any of the Properties or assets of the REIT, or (v) require any approval of the stockholders of the REIT.

(d) Consents and Authorizations. The REIT has obtained all consents and authorizations required pursuant to its Contractual Obligations with any other Person, and, prior to the Closing Date, shall have obtained all consents and authorizations of, and effected all notices to and filings with, any Governmental Authority, as may be necessary to allow the REIT to lawfully execute, deliver and perform its obligations under the Loan Documents to which the REIT is a party.

(e) Capitalization. All of the capital stock of the REIT has been issued in compliance in all material respects with all applicable Requirements of Law.

(f) Litigation; Adverse Effects.

(i) Except as otherwise disclosed on Schedule 4.1(j), there is no action, suit, proceeding, governmental investigation or arbitration, at law or in equity, by or before any Governmental Authority, pending or, to best of Borrower’s knowledge, threatened against the REIT or any Property of the REIT, which would (A) result in a Material Adverse Effect on the REIT, (B) materially and adversely affect the ability of any party to any of the Loan Documents to perform its obligations thereunder, or (C) materially and adversely affect the ability of the REIT to perform its obligations as contemplated in the Loan Documents.

(ii) The REIT is not (A) in violation of any applicable law, which violation has a Material Adverse Effect on the REIT, or (B) subject to or in default with respect to any Court Order which has a Material Adverse Effect on the REIT. There are no Proceedings pending or, to the best of Borrower’s knowledge, threatened against the REIT, which would have a Material Adverse Effect on the REIT or Borrower.

(g) No Material Adverse Change. Since December 31, 2004, (i) there has occurred no event which has a Material Adverse Effect on the REIT, and (ii) no material adverse change has occurred in the REIT’s ability to perform its obligations under the Loan Documents to which it is a party or the transactions contemplated thereby.

(h) Payment of Taxes. All tax returns and reports to be filed by the REIT have been timely filed, and all taxes, assessments, fees and other governmental charges shown on such

Page 65

returns have been paid when due and payable, except such taxes, if any, as are reserved against in accordance with GAAP and are being contested in good faith by appropriate proceedings or such taxes, the failure to make payment of which when due and payable would not have, in the aggregate, a Material Adverse Effect on the REIT. The REIT has no knowledge of any proposed tax assessment against the REIT that would have a Material Adverse Effect on the REIT, which is not being actively contested in good faith by the REIT.

(i) Material Adverse Agreements. The REIT is not a party to or subject to any Contractual Obligation or other restriction contained in its charter, by-laws or similar governing documents which has a Material Adverse Effect on the REIT or the ability of the REIT to perform its obligations under the Loan Documents to which it is a party.

(j) Performance. The REIT is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Contractual Obligation applicable to it, and no condition exists which, with the giving of notice or the lapse of time or both, would constitute a default under such Contractual Obligation, except where the consequences, direct or indirect, of such default or defaults, if any, would not have a Material Adverse Effect on the REIT.

(k) Disclosure. The representations and warranties of the REIT contained in the Loan Documents, and all certificates, financial statements and other documents delivered to Administrative Agent in connection therewith, do not contain any untrue statement of a material fact or omit to state a material fact necessary, in order to make the statements contained herein or therein, in light of the circumstances under which they were made and when taken together with all other information provided by the REIT, not materially misleading. Notwithstanding the foregoing, with respect to any representations and warranties relating to projections of the REIT’s future performance, such representations and warranties are made in good faith and based on assumptions believed by the REIT to be reasonable as of the date thereof (it being understood that assumptions as to future results are inherently subject to uncertainty and contingencies, many of which are beyond the REIT’s control, and no assurance can be given that any particular projections will be realized).

(l) ERISA. Neither the REIT nor any ERISA Affiliate thereof has in the past five (5) years maintained or contributed to or currently maintains or contributes to any Benefit Plan other than the Benefit Plans identified on Schedule 4.2(1) (as such Schedule may be amended from time to time). Neither the REIT nor any ERISA Affiliate thereof has during the past five (5) years maintained or contributed to or currently maintains or contributes to any employee welfare benefit plan within the meaning of Section 3(1) of ERISA which provides benefits to retirees other than benefits required to be provided under Section 4980B of the Code and Sections 601 through 608 of ERISA (or any successor provisions thereto) or applicable state law. Neither the REIT nor any ERISA Affiliate thereof is now contributing nor has it ever contributed to or been obligated to contribute to any Multiemployer Plan, no employees or former employees of the REIT, or such ERISA Affiliate, have been covered by any Multiemployer Plan in respect of their employment by the REIT, and no ERISA Affiliate of the REIT has or is likely to incur any withdrawal liability with respect to any Multiemployer Plan which would have a Material Adverse Effect on the REIT.

Page 66

(m) Solvency. The REIT is and will be Solvent after giving effect to the disbursements of the Advances and the payment and accrual of all fees then payable.

(n) Status as a REIT. The REIT (i) has, since the beginning of its first taxable year, qualified and maintained, and shall maintain, its classification as a real estate investment trust as defined in Section 856 of the Code, (ii) has not engaged in any “prohibited transactions” as defined in Section 857(b)(6)(B)(iii) of the Code that could reasonably be expected to have a Material Adverse Effect, (iii) for its current “tax year” (as defined in the Code) is, and for all subsequent taxable years shall be entitled to a dividends paid deduction which meets the requirements of Section 857 of the Code and (iv) its ownership and method of operation enable it to meet the requirements for taxation as a real estate investment trust under the Code.

(o) Ownership. As of the Closing Date, the REIT does not own or have any direct interest in any other Person, other than its ownership of the general partnership interests in Borrower, its ownership of all of the ownership interests in Arden Realty Finance, Inc. and Arden Realty Finance II, Inc., a 99% limited partnership interest in Arden Realty Finance Partnership, L.P., and a 1% ownership interest in 000 Xxxxx Xxxxxxx, LLC.

(p) NYSE Listing. The common stock of the REIT is, and is reasonably expected to be, listed for trading and traded on the New York Stock Exchange.

ARTICLE 5
REPORTING COVENANTS

Borrower covenants and agrees that, on and after the date hereof, until payment in full of all of the Obligations, the expiration of the Commitment and termination of this Agreement:

5.1. Financial Statements and Other Financial and Operating Information. Borrower shall maintain or cause to be maintained a system of accounting established and administered in accordance with sound business practices to permit preparation of quarterly and annual financial statements in conformity with GAAP and consistent with past practice, and each of the financial statements described below shall be prepared on a consolidated basis for the REIT and the other Consolidated Entities from such system and records. Borrower shall deliver or cause to be delivered to Administrative Agent:

(a) Commission Filings. Within ten (10) days of the filing with the Commission or delivery to holders of its Capital Stock, copies (in electronic format, if available) of all required reports and filings filed with the Commission, including, without limitation, any filing under the Securities Act, the Annual Report on Form 10-K, the Quarterly Reports on Form 10-Q, registration statements, all public financial statements, proxy statements, and the annual reports delivered to the shareholders of the REIT and reports, notices and other materials, if any, made available generally by the Borrower or the REIT to its respective Capital Stock holders or filed with the Commission concerning material developments in the business of the Borrower, REIT or the Consolidated Entities.

(b) Annual Financial Statements. Within one hundred (100) days after the close of each Fiscal Year, consolidated balance sheets, statements of operations, stockholders’ equity

Page 67

and cash flows for the REIT and the Consolidated Entities (in the form provided to the Commission on the REIT’s Form 10-K), audited and certified without qualification by the Accountants and accompanied by a statement that, in the course of their audit (conducted in accordance with GAAP), the Accountants obtained no knowledge that an Event of Default or Unmatured Event of Default occurred. To the extent Administrative Agent desires additional details or supporting information with respect to Unconsolidated Joint Ventures or individual Real Properties which are not Unencumbered Assets within the Unencumbered Pool and which details and information are not contained in the REIT’s Form 10-K, Borrower shall provide Administrative Agent with such details or supporting information as Administrative Agent requests which is reasonably available to Borrower. Without limiting the foregoing, at Administrative Agent’s request, within one hundred (100) days after the end of each Fiscal Year, Borrower, with respect to Real Property which is not included within the Unencumbered Pool, shall provide to Administrative Agent operating statements and a schedule setting forth the percentage of leasable area leased to tenants in occupancy, with footnotes indicating which leases are in default in rent payments by more forty-five (45) days (other than technical, nonmaterial disputes concerning percentage rentals due) and any other material provisions in respect to which Borrower has issued a notice of default, for such Real Property.

(c) Quarterly Financial Statements Certified by Officers. As soon as practicable, and in any event within fifty (50) days after the end of each Fiscal Quarter, consolidated balance sheets, statements of operations, stockholders’ equity and statements of cash flow for the REIT and the Consolidated Entities, prepared in accordance with GAAP (subject to normal year end adjustments), which may, in the case of the first three Fiscal Quarters, be in the form provided to the Commission on the REIT’s Form 10-Q, and certified by the REIT’s chief executive officer, chief operating officer, chief financial officer or chief accounting officer.

(d) Officer’s Certificate of Borrower. (i) Together with each delivery of any financial statement pursuant to subsection (c) above, an Officer’s Certificate of the REIT, stating that the executive officer who is the signatory thereto (which officer shall be the chief executive officer, the chief operating officer, the chief financial officer or the chief accounting officer of the REIT) has reviewed, or caused under his or her supervision to be reviewed, the terms of this Agreement and the other principal Loan Documents, and has made, or caused to be made under his or her supervision, a review in reasonable detail of the transactions and condition of the REIT and the Consolidated Entities during the accounting period covered by such financial statements of the REIT and the Consolidated Entities, and that such review has not disclosed the existence at the end of such accounting period, and that the signers do not have knowledge of the existence as of the date of the Officer’s Certificate, of any condition or event which constitutes an Event of Default or Unmatured Event of Default, or, if any such condition or event exists, specifying the nature and period of existence thereof and what action has been taken, is being taken and is proposed to be taken with respect thereto; and (ii) together with each delivery pursuant to subsection (c) above, a Compliance Certificate demonstrating in reasonable detail (which detail shall include actual calculations and such supporting information as Administrative Agent may reasonably require) compliance at the end of such accounting periods with the covenants contained in Article 8.

(e) Cash Flow Projections. As soon as practicable, and in any event, within one hundred twenty (120) days after the end of each Fiscal Year, projected consolidated cash flows

Page 68

for the REIT and the Consolidated Entities for the following Fiscal Year. Borrower shall also provide such additional supporting details as Administrative Agent may reasonably request.

(f) Unencumbered Pool Statements and Operating Results. As soon as practicable, and in any event within forty-five (45) days after the end of each Fiscal Quarter, quarterly operating statements for each Unencumbered Asset in the Unencumbered Pool, in a form approved by Administrative Agent, which operating statements shall include actual quarterly and year-to-date operating income results, and Rent Rolls for each Unencumbered Asset within the Unencumbered Pool dated as of the last day of such Fiscal Quarter (the “Quarterly Unencumbered Pool Statements”), in form and substance satisfactory to Administrative Agent, certified as being true and correct in all material respects by the REIT’s chief financial officer, chief accounting officer, chief executive officer or chief operating officer and at the end of the fourth Fiscal Quarter, a year-end operating statement, in a form approved by Administrative Agent, which operating statement shall include year-to-date net operating income and net cash flow results for each Unencumbered Asset within the Unencumbered Pool dated as of the last day of such Fiscal Quarter (collectively, with the Quarterly Unencumbered Pool Statements, the “Unencumbered Pool Statements”). Administrative Agent shall also have the right to request (i) monthly operating statements for each Unencumbered Asset in the Unencumbered Pool in form and substance similar to the quarterly operating statements required above and (ii) the foregoing information with respect to any Real Property owned by the REIT or any Consolidated Entity.

(g) Budgets for Unencumbered Pool. Not later than the beginning of each Fiscal Year, annual operating budgets (including, without limitation, overhead items and capital expenditures) for each Unencumbered Asset in the Unencumbered Pool for such Fiscal Year, prepared on an annual basis, in a form approved by Administrative Agent, together with all supporting details reasonably requested by Administrative Agent, and certified by the chief executive officer, chief operating officer, chief financial officer or chief accounting officer of the REIT as being based upon the REIT’s reasonable good faith estimates, information and assumptions at the time.

(h) Knowledge of Event of Default. Promptly upon a Responsible Official of Borrower or the REIT obtaining knowledge (i) of any condition or event which constitutes an Event of Default or Unmatured Event of Default, or becoming aware that any Lender has given notice or taken any other action with respect to a claimed Event of Default or Unmatured Event of Default or (ii) of any condition or event which has a Material Adverse Effect on Borrower or the REIT, an Officer’s Certificate specifying the nature and period of existence of any such condition or event, or specifying the notice given or action taken by such Lender and the nature of such claimed Event of Default, Unmatured Event of Default, event or condition, and what action Borrower and/or the REIT has taken, is taking and proposes to take with respect thereto.

(i) Litigation, Arbitration or Government Investigation. Promptly upon a Responsible Official of Borrower or the REIT obtaining knowledge of (i) the institution of, or threat of, any material action, suit, proceeding, governmental investigation or arbitration against or affecting Borrower or the REIT not previously disclosed in writing by Borrower to Administrative Agent pursuant to this Section 5.1(i) or (ii) any material development in any action, suit, proceeding, governmental investigation or arbitration already disclosed, which, in

Page 69

either case, has, or if adversely determined is reasonably likely to have, a Material Adverse Effect on Borrower or the REIT, a notice thereof to Administrative Agent and such other information as may be reasonably available to it to enable Administrative Agent, the Lenders and their counsel to evaluate such matters.

(j) ERISA Termination Event. As soon as possible, and in any event within thirty (30) days after a Responsible Official of Borrower or the REIT knows that a Termination Event has occurred, a written statement of a Responsible Official of the REIT describing such Termination Event and the action, if any, which Borrower, the REIT or any and, when known, any action taken or threatened by the IRS, the DOL or the PBGC with respect thereto.

(k) Prohibited ERISA Transaction. As soon as possible, and in any event within thirty (30) days, after a Responsible Official of Borrower, the REIT or any ERISA Affiliate of any of them knows that a prohibited transaction (defined in Section 406 of ERISA and Section 4975 of the Code and which is not subject to a statutory or prohibited transaction class exemption) has occurred, a statement of a Responsible Official of the REIT describing such transaction.

(l) Benefit Plan Annual Report. On request of Administrative Agent, within thirty (30) days after the filing thereof with the DOL, the IRS or the PBGC, copies of each annual report, including Schedule B thereto, filed with respect to each Benefit Plan of Borrower, the REIT or, in the case of a Benefit Plan that is subject to Title IV of ERISA, any ERISA Affiliate of any of them.

(m) Benefit Plan Funding Waiver Request. Within thirty (30) days after the filing thereof with the IRS, a copy of each funding waiver request filed with respect to any Benefit Plan of Borrower, the REIT or any ERISA Affiliate of any of them and all communications received by Borrower, the REIT or any ERISA Affiliate of any of them with respect to such request.

(n) Establishment of Benefit Plan and Increase in Contributions to the Benefit Plan. Not less than ten (10) days prior to the effective date thereof, a notice to Administrative Agent of the establishment of a Benefit Plan (or the incurrence of any obligation to contribute to a Multiemployer Plan) by Borrower, the REIT or, in the case of a Benefit Plan that is subject to Title IV of ERISA, any ERISA Affiliate of any of them. Within thirty (30) days after the first to occur of an amendment of any then existing Benefit Plan of Borrower, the REIT or, in the case of a Benefit Plan that is subject to Title IV of ERISA, any ERISA Affiliate of any of them which will result in an increase in the benefits under such Benefit Plan or a notification of any such increase, or the establishment of any new Benefit Plan by Borrower, the REIT or any ERISA Affiliate of any of them or the commencement of contributions to any Benefit Plan to which Borrower, the REIT or, in the case of a Benefit Plan that is subject to Title IV of ERISA, any ERISA Affiliate of any of them was not previously contributing, a copy of said amendment, notification or Benefit Plan.

(o) Qualification of ERISA Plan. Promptly upon, and in any event within thirty (30) days after, receipt by Borrower, the REIT or, in the case of a Benefit Plan that is subject to Title IV of ERISA, any ERISA Affiliate of any of them of an unfavorable determination letter

Page 70

from the IRS regarding the qualification of a Benefit Plan under Section 401(a) of the Code, a copy of said determination letter, if such disqualification would have a Material Adverse Effect on Borrower or the REIT.

(p) Multiemployer Plan Withdrawal Liability. Promptly upon, and in any event within thirty (30) days after receipt by Borrower, the REIT or any ERISA Affiliate of any of them of a notice from a Multiemployer Plan regarding the imposition of material withdrawal liability, a copy of said notice.

(q) Failure to Make Section 412 Payment. Promptly upon, and in any event within thirty (30) days after, Borrower, the REIT or any ERISA Affiliate of any of them fails to make a required installment under subsection (m) of Section 412 of the Code or any other payment required under Section 412 of the Code on or before the due date for such installment or payment, a notification of such failure, if such failure could result in either the imposition of a Lien under said Section 412 or otherwise have or could reasonably be anticipated to have a Material Adverse Effect on Borrower or the REIT.

(r) Failure of the REIT to Qualify as Real Estate Investment Trust. Promptly upon, and in any event within forty-eight (48) hours after a Responsible Official of Borrower first has actual knowledge of (i) the REIT failing to continue to qualify as a real estate investment trust as defined in Section 856 of the Code (or any successor provision thereof), (ii) any act by the REIT causing its election to be taxed as a real estate investment trust to be terminated, (iii) any act causing the REIT to be subject to the taxes imposed by Section 857(b)(6) of the Code (or any successor provision thereto) that could reasonably be expected to have a Material Adverse Effect, or (iv) the REIT failing to be entitled to a dividends paid deduction which meets the requirements of Section 857 of the Code, a notice of any such occurrence or circumstance.

(s) Asset Acquisitions and Dispositions, Indebtedness, Merger, Etc. Without limiting, modifying or waiving any restriction in the Loan Documents, if requested by Administrative Agent after the consummation of any material investments (other than in Cash Equivalents), material acquisitions, asset purchases, dispositions, disposals, divestitures or similar transactions involving Property, the raising of additional equity or the incurring or repayment of material Debt, or any material merger, by or with Borrower or the REIT, a Compliance Certificate within seven (7) days after the date of such request, in form and substance reasonably acceptable to Administrative Agent, demonstrating in reasonable detail (which detail shall include actual calculations and such supporting information as Administrative Agent may reasonably require) compliance, after giving effect to such proposed transaction(s), with the covenants contained in Section 7.3 and Article 8. For purposes of this Section 5.1(s), any investment, acquisition, asset purchase, disposition, disposal, divestiture, merger, debt repayment or similar transaction shall be considered “material” if it involves assets exceeding five percent (5%) of Gross Asset Value (as existing prior to giving effect to such transaction).

(t) Other Information. Such other information, reports, contracts, schedules, lists, documents, agreements and instruments in the possession of the REIT or Borrower with respect to (i) the Unencumbered Assets or any other assets of the REIT or Borrower or any other Consolidated Entity (either on an individual or an aggregate basis), (ii) any material change in

Page 71

the REIT’s investment, finance or operating policies, or (iii) the REIT’s, Borrower’s or any other Consolidated Entity’s business, condition (financial or otherwise), operations, performance, properties or prospects, in each case, as Administrative Agent may from time to time reasonably request, including, without limitation, annual information with respect to cash flow projections, budgets, operating statements (current year and immediately preceding year), Rent Rolls, lease expiration reports, leasing status reports, note payable summaries, bullet note summaries, equity funding requirements, contingent liability summaries, line of credit summaries, line of credit collateral summaries, wrap note or note receivable summaries, schedules of outstanding letters of credit, summaries of Cash and Cash Equivalents, projections of leasing fees and overhead budgets. Provided that Administrative Agent gives Borrower reasonable prior notice and an opportunity to participate, Borrower hereby authorizes Administrative Agent to communicate with the Accountants and authorizes the Accountants to disclose to Administrative Agent any and all financial statements and other information of any kind, including copies of any management letter or the substance of any oral information, that such accountants may have with respect to the Unencumbered Assets or the REIT’s, Borrower’s or any Consolidated Entity’s condition (financial or otherwise), operations, properties, performance and prospects. Concurrently therewith, Administrative Agent will notify Borrower of any such communication and, at Administrative Agent’s request, Borrower shall deliver a letter addressed to the Accountants instructing them to disclose such information in compliance with this Section 5.1(t).

(u) [Intentionally omitted.]

(v) Accountant Reports. Promptly following delivery of the financial statements referred to in Section 5.1(c) to the REIT, copies of any detailed audit reports or formal written recommendations submitted to the board of directors of the REIT (or an audit committee thereof) prepared by the Accountants in connection with each annual, interim or special audit or review of the financial statements or practices of Borrower or the REIT.

(w) CMBS Entities Debt. Concurrently with the delivery of the financial statements referred to in Section 5.1(c), a report in such reasonable detail as Administrative Agent may require and certified as being true and correct by the REIT’s chief financial officer, chief accounting officer, chief executive officer or chief operating officer, setting forth the Debt of each CMBS Entity.

5.2. Environmental Notices. Borrower shall notify Administrative Agent, in writing, as soon as practicable, and in any event within ten (10) days after a Responsible Official of Borrower’s or the REIT’s learning thereof, of any: (a) written notice or claim to the effect that the REIT, Borrower or any Consolidated Entity is or may be liable to any Person as a result of any material Release or threatened Release of any Contaminant into the environment; (b) written notice that the REIT, Borrower or any Consolidated Entity is subject to investigation by any Governmental Authority evaluating whether any Remedial Action is needed to respond to the Release or threatened Release of any Contaminant into the environment; (c) written notice that any Property of the REIT, Borrower or any Consolidated Entity is subject to an Environmental Lien, (d) written notice of violation of any Environmental Laws to the REIT, Borrower or any Consolidated Entity or awareness of a condition which might reasonably result in a notice of violation of any Environmental Laws by the REIT, Borrower or any Consolidated Entity; (e) commencement or written threat of any judicial or administrative proceeding alleging a

Page 72

violation of any Environmental Laws; (f) written notice from a Governmental Authority of any changes to any existing Environmental Laws that will have a Material Adverse Effect on the operations of the REIT or Borrower; or (g) any proposed acquisition of stock, assets, real estate or leasing of property, or any other action by Borrower that, to the best of Borrower’s knowledge, could subject the REIT or Borrower or any Consolidated Entity to environmental, health or safety Liabilities and Costs that will have a Material Adverse Effect on the REIT or the Borrower. With regard to the matters referred to in clauses (a) through (e) above, notice shall be required in respect of each Unencumbered Asset only if the matter will have a Material Adverse Effect on such Unencumbered Asset and, in the case of other Real Property of the REIT, Borrower or any Consolidated Entity, only if the matter will have a Material Adverse Effect on the REIT or the Borrower.

5.3. Confidentiality. Confidential information obtained by Administrative Agent or the Lenders pursuant to this Agreement or in connection with the Advances shall not be disseminated by Administrative Agent or the Lenders and shall not be disclosed to third parties except (a) to regulators, taxing authorities and other Governmental Authorities having jurisdiction over Administrative Agent or such Lender or otherwise in response to Requirements of Law, (b) to their respective auditors and legal counsel and in connection with regulatory, administrative and judicial proceedings as necessary or relevant, including enforcement proceedings relating to the Loan Documents, and (c) to any prospective assignee of or participant in a Lender’s interest under this Agreement or any prospective purchaser of the assets or a controlling interest in any Lender, provided that such prospective assignee, participant or purchaser first agrees in writing to be bound by the provisions of this Section 5.3. In connection with disclosures of confidential information to any non-governmental third-party, Lender(s) from whom the same has been requested shall, to the extent feasible and permitted, give prior notice of such request to Borrower; however, neither Administrative Agent nor any such Lender shall incur any liability to Borrower for failure to do so. For purposes hereof, “confidential information” shall mean all nonpublic information obtained by Administrative Agent or the Lenders, unless and until such information becomes publicly known, other than as a result of unauthorized disclosure by Administrative Agent or the Lenders of such information.

5.4. Annual Evidence of Insurance. Upon Administrative Agent’s request, but no more frequently than annually, Borrower shall provide Administrative Agent with evidence, in form and substance reasonably acceptable to Administrative Agent, of Borrower’s maintenance of the insurance required by Section 6.1(e).

ARTICLE 6
AFFIRMATIVE COVENANTS

Borrower covenants and agrees that, on and after the date hereof, until payment in full of all of the Obligations (including, without limitation, all Obligations under any Letters of Credit), the expiration of the Commitment and termination of this Agreement:

6.1. With Respect to Borrower:

(a) Existence. Borrower shall at all times maintain its existence as a limited partnership and preserve and keep in full force and effect its rights and franchises unless the

Page 73

failure to maintain such rights and franchises does not have a Material Adverse Effect on Borrower.

(b) Qualification, Name. Borrower shall qualify and remain qualified to do business in each jurisdiction in which the nature of its business requires it to be so qualified except for those jurisdictions where failure to so qualify does not have a Material Adverse Effect on Borrower. Borrower will transact business solely in its own name.

(c) Compliance with Laws; Etc. Borrower shall (i) comply with all Requirements of Law, and all restrictive covenants affecting Borrower or the Properties, performance, prospects, assets or operations of Borrower, and (ii) obtain as needed all Permits necessary for its operations and maintain such in good standing, except in each of the foregoing cases where the failure to do so will not have a Material Adverse Effect on Borrower.

(d) Payment of Taxes and Claims. Borrower shall pay (i) all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or Property before any penalty or interest accrues thereon, the failure to make payment of which will have a Material Adverse Effect on Borrower, and (ii) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums, material in the aggregate to Borrower, which have become due and payable and which by law have or may become a Lien other than a judgment lien upon any of Borrower’s Properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto. Notwithstanding the foregoing, Borrower may contest by appropriate legal proceedings conducted in good faith and with due diligence, the amount, validity or application, in whole or in part, of any taxes, assessments, other governmental charges or claims described above, provided that Borrower shall establish reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP, provided however, that the provisions of this Section 6.1(d) shall not be construed to permit Borrower to contest the payment of any Obligations or any other sums payable by Borrower to Administrative Agent or the Lenders hereunder or under any other Loan Document. Notwithstanding any of the foregoing, Borrower shall indemnify, defend and save Administrative Agent and the Lenders harmless from and against any liability, cost or expense of any kind that may be imposed on Administrative Agent or the Lenders in connection with any such contest and any loss resulting therefrom.

(e) Maintenance of Properties; Insurance. Borrower shall maintain in good repair, working order and condition, excepting ordinary wear and tear, all of its Property and will take or cause to be made all appropriate repairs, renewals and replacements thereof. Borrower shall maintain (i) insurance with responsible companies in such amounts and against such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which Borrower operates, and (ii) insurance required by any Governmental Authority having jurisdiction over Borrower.

(f) Inspection of Property; Books and Records; Discussion. Borrower shall permit, and shall cause the REIT to permit, any authorized representatives designated by any Lender to visit and inspect any of its Properties (subject to rights of tenants), including all Unencumbered Assets, upon reasonable prior written notice, to inspect financial and accounting records and leases, and to make copies and take extracts therefrom, all at such times during

Page 74

normal business hours and as often as any Lender may reasonably request; provided that all such visits and inspections shall be coordinated through Administrative Agent and provided that Administrative Agent shall give reasonable prior notice to Borrower of all such visits and inspections. So long as no Unmatured Event of Default or Event of Default shall have occurred and be continuing, (i) each such visitation and inspection shall be at the visitor’s expense and (ii) such visitations and inspections shall be limited to no more than two (2) visitations and inspections per calendar year in the aggregate for Administrative Agent and all Lenders. Borrower will keep proper books of record and account in which entries, in conformity with GAAP and as otherwise required by this Agreement and applicable Requirements of Law, shall be made of all dealings and transactions in relation to its businesses and activities and as otherwise required under Section 5.1.

(g) Maintenance of Permits; Etc. Borrower will maintain in full force and effect all Permits, franchises, patents, trademarks, trade names, copyrights, authorizations or other rights necessary for the operation of its business, except where the failure to obtain any of the foregoing would not have a Material Adverse Effect on Borrower; and notify Administrative Agent in writing, promptly after learning thereof, of the suspension, cancellation, revocation or discontinuance of, or of any pending or threatened action or proceeding seeking to suspend, cancel, revoke or discontinue, any material Permit, patent, trademark, trade name, copyright, governmental approval, franchise authorization or right, the loss of which would have a Material Adverse Effect on Borrower or the REIT.

(h) Conduct of Business. Except for Investments permitted pursuant to Section 8.8 and investments in Cash and Cash Equivalents, Borrower shall engage only in the business of acquiring, developing, owning, operating and managing income producing Office Properties within the continental United States and any business activities and investments (including design and/or management of energy services for real properties located in the United States) of Borrower incidental thereto.

(i) Use of Proceeds. Borrower shall use the proceeds of the Advances only for pre-developments costs, development costs, acquisition costs, capital improvements, working capital, equity investments, repayment of other Indebtedness, including required interest and/or principal payments thereon, and for any other general corporate purposes, including distributions permitted hereunder.

(j) Delivery of Rating Notices and Notices of Lowering or Loss of Rating. Borrower shall deliver a Rating Notice to Administrative Agent within three (3) Business Days after Borrower receives notice of each change in the rating of Borrower’s long-term unsecured senior Debt by any rating agency to a rating of not lower than BBB-. Borrower also shall deliver notice to Administrative Agent within three (3) Business Days after Borrower receives notice that either (i) the rating of its long-term unsecured senior Debt has been lowered to less than BBB- or (ii) its long-term unsecured senior Debt no longer will be rated by Standard & Poor’s or by any of the other rating agencies referred to in clause (i) of the definition of “Borrower’s Long-Term Unsecured Senior Debt Rating” (set forth in the definition of “Applicable Pricing Level”).

Page 75

6.2. With Respect to the REIT:

(a) Corporate Existence. The REIT shall at all times maintain its corporate existence and preserve and keep in full force and effect its rights and franchises unless the failure to maintain such rights and franchises will not have a Material Adverse Effect on the REIT.

(b) Qualification, Name. The REIT shall qualify and remain qualified to do business in each jurisdiction in which the nature of its business requires it to be so qualified except for those jurisdictions where failure to so qualify does not have a Material Adverse Effect on the REIT. The REIT will transact business solely in its own name.

(c) Securities Law Compliance. The REIT shall comply in all material respects with all rules and regulations of the Commission and file all reports required by the Commission relating to the REIT’s publicly-held Securities.

(d) Continued Status as a REIT; Prohibited Transactions. The REIT (i) will be a real estate investment trust as defined in Section 856 of the Code (or any successor provision thereto), (ii) will not revoke its election to be a real estate investment trust, (iii) will not engage in any “prohibited transactions” as defined in Section 857(b)(6)(B)(iii) of the Code (or any successor provision thereto) that could reasonably be expected to have a Material Adverse Effect, and (iv) will be entitled to a dividend paid deduction meeting the requirements of Section 857 of the Code

(e) NYSE Listed Company. The common stock of the REIT shall at all times be listed for trading on the New York Stock Exchange.

(f) Compliance with Laws; Etc. The REIT shall (i) comply with all Requirements of Law and restrictive covenants affecting the REIT and (ii) obtain as needed all Permits necessary for its operations and maintain such in good standing, except in each of the foregoing cases where the failure to do so will not have a Material Adverse Effect on the REIT.

(g) Payment of Taxes and Claims. The REIT shall pay (i) all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or Property before any penalty or interest accrues thereon, the failure to make payment of which will have a Material Adverse Effect on the REIT, and (ii) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums, material in the aggregate to the REIT, which have become due and payable and which by law have or may become a Lien other than a judgment lien upon any of the REIT’s Properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto. Notwithstanding the foregoing, the REIT may contest by appropriate legal proceedings conducted in good faith and with due diligence, the amount, validity or application, in whole or in part, of any taxes, assessments, other governmental charges or claims described above, provided that the REIT shall establish reserves or other appropriate provisions, if any, as shall be required in conformity with GAAP, provided, however, that the provisions of this Section 6.2(g) shall not be construed to permit the REIT to contest the payment of any obligations owed to Administrative Agent or the Lenders or any other sums payable by the REIT to Administrative Agent or the Lenders hereunder or under any other Loan Document.

Page 76

(h) Net Offering Proceeds. Unless otherwise agreed in writing by Requisite Lenders, the REIT shall immediately contribute any Net Offering Proceeds to Borrower.

6.3. USA Patriot Act Notice. Compliance

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

ARTICLE 7
NEGATIVE COVENANTS

7.1. With Respect to all Parties. Neither Borrower nor REIT nor any Consolidated Entity shall:

(a) Restrictions on Fundamental Changes.

(i) The REIT and the Consolidated Entities shall not enter into any merger, consolidation or reorganization or any sale of all or a substantial portion of the assets of the REIT and the Consolidated Entities, taken as a whole, or liquidate, wind up or dissolve, except that (1) any Person engaged in the development and operation of class A suburban Office Properties may merge or consolidate with and into the REIT, Borrower or any other Consolidated Entity, provided (A) no Event of Default or event which, with the giving of notice or the passage of time or both, could become an Event of Default, then exists or would result therefrom, (B) in the case of a merger involving the REIT or Borrower, the REIT or Borrower, as the case may be, is the surviving entity, (C) such merger or consolidation will not have a Material Adverse Effect on Borrower or the REIT and (D) Borrower delivers to Administrative Agent a certificate, in form and substance and in such detail as Administrative Agent may reasonably require, of the REIT’s chief financial officer, chief executive officer or chief operating officer demonstrating compliance with this Agreement on a proforma basis giving effect to such transaction, (2) any Consolidated Entity other than Borrower or the REIT may be liquidated or dissolved so long as such liquidation or dissolution would not have a Material Adverse Effect on the REIT or the Borrower and (3) Borrower and the REIT

Page 77

may acquire interests in the CMBS Entities and Borrower may contribute assets to such CMBS Entities;

(ii) Change its Fiscal Year; or

(iii) Engage in any line of business other than as permitted under Section 6.1(h).

(b) ERISA. Permit any ERISA Affiliates to do any of the following to the extent that such act or failure to act would result in the aggregate, after taking into account any other such acts or failure to act, in a Material Adverse Effect on Borrower or the REIT:

(i) Engage, or knowingly permit an ERISA Affiliate to engage, in any prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code which is not exempt under Section 407 or 408 of ERISA or Section 4975(d) of the Code or for which a class exemption is not available or a private exemption has not been previously obtained from the DOL;

(ii) Permit to exist any accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived;

(iii) Fail, or permit an ERISA Affiliate to fail, to pay timely required contributions or annual installments due with respect to any waived funding deficiency to any Benefit Plan if such failure could result in the imposition of a Lien or otherwise would have a Material Adverse Effect on Borrower or the REIT;

(iv) Terminate, or permit an ERISA Affiliate to terminate, any Benefit Plan which would result in any liability of Borrower or an ERISA Affiliate under Title IV of ERISA or the REIT; or

(v) Fail, or permit any ERISA Affiliate to fail, to pay any required installment under section (m) of Section 412 of the Code or any other payment required under Section 412 of the Code on or before the due date for such installment or other payment, if such failure could result in the imposition of a Lien or otherwise would have a Material Adverse Effect on Borrower or the REIT.

Page 78

7.2. Amendment of Constituent Documents. Borrower shall not amend its partnership agreement or certificate of limited partnership without the prior written consent of the Requisite Lenders, except (i) as may be required by applicable law, (ii) as may be required to comply with Section 6.2(d) or (iii) as could not reasonably be expected to have a Material Adverse Effect or adversely impact the rights and remedies of the Lenders under any Loan Document. The REIT shall not materially amend its articles of incorporation or by-laws without the prior written consent of the Requisite Lenders, except (i) as may be required by applicable law, (ii) as may be required to comply with Section 6.2(d) or (iii) as could not reasonably be expected to have a Material Adverse Effect on the REIT or the Borrower or adversely impact the rights and remedies of the Lenders under any Loan Document. Not less frequently than quarterly, Borrower shall deliver to Administrative Agent copies of all amendments contemplated by this Section 7.2 which do not otherwise require approval pursuant to this Section 7.2.

7.3. REIT Directors. In no event during any twelve consecutive month period during the term of this Agreement shall the individuals who were directors of the REIT at the beginning of such period cease to constitute a majority of the board of directors of the REIT.

7.4. [Intentionally Omitted.]

7.5. Margin Regulations. No portion of the proceeds of any Advances shall be used in any manner which might cause the extension of credit or the application of such proceeds to violate Regulation T, U or X or any other regulation of the Federal Reserve Board or to violate the Securities Exchange Act or the Securities Act, in each case as in effect on the applicable Funding Date.

7.6. Organization of Borrower; Etc. Borrower shall remain a Maryland limited partnership with the REIT as its sole general partner. At no time shall Borrower be taxed as an association under the Code.

7.7. With Respect to the REIT:

(a) The REIT shall not own any material assets or engage in any line of business other than the ownership of the partnership interests described in Section 4.2(o) and as otherwise permitted under Section 7.1(a) and Section 8.8.

(b) The REIT shall not directly or indirectly create, incur, assume or otherwise become or remain directly or indirectly liable with respect to, any Debt, except the obligations and other Indebtedness of Borrower, Indebtedness constituting obligations of its Consolidated Entities or Unconsolidated Joint Ventures and obligations under the Guaranty.

(c) The REIT shall not directly or indirectly create, incur, assume or permit to exist any Lien on or with respect to any of its Property or assets except Liens in favor of Administrative Agent securing the Obligations other than the Permitted Liens described in clauses (a) and (c) of the definition of “Permitted Liens”;

(d) The REIT will not directly or indirectly convey, sell, transfer, assign, pledge or otherwise encumber or dispose of any of its partnership interests in Borrower held as of the Closing Date, except to secure the Obligations.

Page 79

ARTICLE 8
FINANCIAL COVENANTS

Borrower covenants and agrees that, from and after the Fiscal Quarter ending on June 30, 2005, and until payment in full of all the Obligations (including, without limitation, all Obligations under any Letters of Credit), the expiration of the Commitment and the termination of this Agreement:

8.1. Tangible Net Worth. The Tangible Net Worth of the REIT and the Consolidated Entities, as of the last day of each Fiscal Quarter, shall not be less than the sum of (i) $1,381,000,000, plus (ii) ninety percent (90%) of the cumulative net cash proceeds received from and the value of assets acquired (net of the Indebtedness incurred or assumed in connection therewith) through the issuance of Capital Stock of the REIT and Partnership Units of the Borrower after December 31, 2004 other than issuance of Capital Stock in exchange for Partnership Units, minus (iii) the aggregate cost to the REIT of repurchasing its publicly traded common stock; provided, however, that, after any such repurchase, in no event shall the Tangible Net Worth of the REIT and the Consolidated Entities be less than $1,381,000,000. For the purposes of clause (ii), “net” means net of underwriters’ discounts, commissions and other reasonable out-of-pocket expenses of the transaction actually paid to any Person (other than Borrower or any Affiliate of Borrower).

8.2. Maximum Total Liabilities to Gross Asset Value. The ratio of Total Liabilities to Gross Asset Value shall not exceed sixty percent (60%); provided, however, that such ratio may exceed sixty percent (60%) (but may in no event exceed sixty-five percent (65%)) for no more than two Fiscal Quarters during any rolling (i.e. consecutive) eight Fiscal Quarters.

8.3. [Intentionally Omitted.]

8.4. Minimum Fixed Charge Coverage Ratio. As of the last day of any Fiscal Quarter, the Fixed Charge Coverage Ratio shall not be less than 1.50:1.

8.5. Minimum Unencumbered Pool. The Unencumbered Asset Value of the Unencumbered Pool shall not, at any time, be less than one hundred sixty-seven percent (167%) of the unsecured Total Liabilities.

8.6. Minimum Unsecured Interest Expense Coverage. As of the last day of any Fiscal Quarter, the Unsecured Interest Expense Coverage Ratio shall not be less than 2.00:1.

8.7. Distributions.

(a) Subject to subsection (b) below, aggregate distributions (other than distributions of the type described in subsection (c) below) to all partners of Borrower shall not exceed, for any rolling period of four (4) consecutive Fiscal Quarters, the greater of (i) ninety percent (90%) of Funds from Operations or (ii) a distribution to all partners of Borrower sufficient so that the REIT will have received distributions from the Borrower in an amount sufficient to enable the REIT to distribute the minimum amount to its shareholders necessary in order to avoid any federal income or excise tax liability and to qualify as a “real estate investment trust” as defined in Section 856 of the Code. For purposes of this Section 8.7, the

Page 80

term “distributions” shall mean all dividends and other distributions to, and the repurchase of stock or limited partnership interests from, the holder of any equity interests in Borrower (other than the redemption of limited partnership interests in Borrower) but shall not include any dividends or other distributions to the REIT that are necessary in order for the REIT to pay its expenses as they come due.

(b) During the continuance of any Event of Default, aggregate distributions to all partners of Borrower shall not exceed the minimum amount necessary for the REIT to have received distributions from the Borrower in an amount not to exceed the amount necessary to enable the REIT to distribute the minimum amount to its shareholders necessary to avoid any federal income or excise tax liability and to qualify as a “real estate investment trust” as defined in Section 856 of the Code.

(c) So long as no Unmatured Event of Default or Event of Default shall have occurred and be continuing, the REIT and the Borrower may (i) redeem or repurchase limited partnership interests in Borrower in exchange for common stock of the REIT and (ii) redeem or repurchase Capital Stock in an aggregate amount that does not exceed $100,000,000 during any rolling (i.e., consecutive) four Fiscal Quarters, provided, however that nothing in this Section 8.7(c) shall prohibit or limit the Borrower from redeeming or repurchasing limited partnership interests in the Borrower to the extent Borrower is required to do so pursuant to the terms of Borrower’s limited partnership agreement.

8.8. Investments; Asset Mix.

(a) The REIT shall not at any time make or own any Investment in any Person, or purchase, lease or own any other asset or property, except (i) any Investment in Borrower, (ii) any Investment in the CMBS Entities, (iii) any Capital Stock in the Consolidated Entities (other than Borrower) existing on the date hereof, (iv) any Capital Stock in the Consolidated Entities (other than Borrower) first existing after the date hereof on a basis consistent with any applicable restriction set forth in subparagraph (b) below, and (v) any cash or other property that is being distributed to the shareholders of the REIT substantially contemporaneously with the REIT’s receipt of such cash or other property.

(b) Except as permitted under Section 7.1(a), Borrower shall not, directly or indirectly, at any time make or own any Investment in any Person, or purchase, lease or own any Real Property or other asset (other than Investments and assets constituting (i) Cash and Cash Equivalents, (ii) current trade accounts receivable in accordance with customary trade terms, (iii) prepaid expenses, and (iv) advances in the ordinary course of business to employees for travel expenses, drawing accounts and similar expenditures), except that Borrower may, directly or indirectly, own or lease the following, subject to the applicable limitations set forth below:

Page 81


		Limitation on Value for Each Asset Type at
Asset Type		the Time of Determination
1.	Wholly-Owned Office Property and related Property, whether constituting Properties Under Renovation, Acquired Assets, or otherwise (including tenant improvements and associated inventory and equipment), but specifically excluding Construction in Progress	Unlimited

2.	Wholly-Owned Land (excluding Construction in Progress), plus Borrower’s pro rata ownership interest in any such Land owned by a Joint Venture	5% of Gross Asset Value

3.	Wholly-Owned Real Property not constituting Office Property or Land, whether constituting Properties Under Renovation, Acquired Assets, or otherwise (including associated inventory and equipment), but specifically excluding Construction in Progress, plus Borrower’s pro rata ownership interest in a Joint Venture owning any such other Real Property	10% of Gross Asset Value

4.	Investments in wholly-owned Persons	10% of Gross Asset Value

5.	Investment in Investment Mortgages (other than such Investments described in Asset Type No. 4 and Asset Type No. 6)	15% of Gross Asset Value

6.	Investments in Joint Ventures or in Real Property not Wholly-Owned	15% of Gross Asset Value

7.	Construction in Progress (exclusive of tenant improvements) based on the gross leasable area, measured in square feet, plus Borrower’s pro rata ownership interest in any Construction in Progress (exclusive of tenant improvements) owned by a Joint Venture	12.5% of all Office Properties (based on the total gross leasable area, measured in square feet), provided that this category shall not, with respect to any Construction in Progress (for any Office Property) which is not at least 70% pre-leased, exceed 7% of the total gross leasable area, measured in square feet, of all Office Properties

8.	Other assets and Investments not otherwise permitted pursuant to items 1-7 above	5% of Gross Asset Value

Page 82

Notwithstanding the foregoing, Investments and other assets in the foregoing categories 2 through 6 and 8 may not, in the aggregate, exceed at any time twenty-five percent (25%) of Gross Asset Value. All values of Investments and other assets shall be the original cost of such Investments and assets, except as otherwise expressly provided.

ARTICLE 9
EVENTS OF DEFAULT; RIGHTS AND REMEDIES

9.1. Events of Default. Each of the following occurrences shall constitute an Event of Default under this Agreement:

(a) Failure to Make Payments When Due. Borrower shall fail to pay (i) any amount due on the Maturity Date, (ii) any principal when due, or (iii) any interest on any Advance, or any fee or other amount payable under any Loan Documents within three (3) days after the same becomes due.

(b) Distributions. Borrower or the REIT shall breach any covenant set forth in Section 6.2(d) or 8.7.

(c) Breach of Financial Covenants. Borrower shall (i) fail to satisfy any financial covenant set forth in Article 8 other than the financial covenants set forth in Sections 8.4 and 8.6, and such failure shall continue for thirty (30) days, or (ii) fail to satisfy any of the financial covenants set forth in Section 8.4 or 8.6 (as to which there shall be no cure period).

(d) Other Defaults. The REIT or Borrower shall fail duly and punctually to perform or observe any agreement, covenant or obligation binding on Borrower or the REIT under this Agreement or under any of the other Loan Documents (other than as described in any other provision of this Section 9.1) and such failure shall continue for thirty (30) days after a Responsible Official of Borrower or the REIT knew of such failure (or such lesser period of time as is mandated by applicable Requirements of Law).

(e) Breach of Representation or Warranty. Any representation or warranty made or deemed made by Borrower or the REIT to Administrative Agent or any Lender herein or in any of the other Loan Documents or in any statement, certificate or financial statements at any time given by Borrower pursuant to any of the Loan Documents shall be false or misleading in any material respect on the date as of which made.

(f) Default as to Other Debt. Borrower or the REIT or any other Consolidated Entity shall have (a) committed a monetary default (beyond any applicable grace period) under any Debt of such party (other than the Obligations) (excluding any Debt of less than Ten Million Dollars ($10,000,000) in the aggregate), or (b) committed a non-monetary default resulting in the acceleration of any Debt (excluding any recourse Debt of less than Ten Million Dollars ($10,000,000) in the aggregate or Nonrecourse Debt of less than Twenty Million Dollars ($20,000,000) in the aggregate), and such default shall not have been cured or waived.

Page 83

(g) Involuntary Bankruptcy; Appointment of Receiver, Etc.

(i) An involuntary case shall be commenced against (A) the REIT, (B) Borrower, or (C) any other Consolidated Entity holding assets aggregating more than Twenty-Five Million Dollars ($25,000,000) in Gross Asset Value, and the petition shall not be dismissed within sixty (60) days after commencement of the case, or a court having jurisdiction shall enter a decree or order for relief in respect of any such Person in any such involuntary case, under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect; or any other similar relief shall be granted under any applicable federal, state or foreign law; or

(ii) A decree or order of a court having jurisdiction for the appointment of a receiver, liquidator, sequestrator, trustee, custodian or other officer having similar powers over (A) the REIT, (B) Borrower or (C) any other Consolidated Entity holding assets aggregating more than Twenty-Five Million Dollars ($25,000,000) in Gross Asset Value shall be entered; or an interim receiver, trustee or other custodian of any such Person shall be appointed; or a warrant of attachment, execution or similar process against any substantial part of the property of any such Person shall be issued; and any such event shall not be stayed, vacated, dismissed, bonded or discharged within sixty (60) days of entry, appointment or issuance.

(h) Voluntary Bankruptcy; Appointment of Receiver; Etc. (i) The REIT, (ii) the Borrower or (iii) any other Consolidated Entity holding assets aggregating more than Twenty-Five Million Dollars ($25,000,000) in Gross Asset Value shall have an order for relief entered with respect to it, or commence a voluntary case under, any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or shall consent to the entry of an order for relief in an involuntary case, or to the conversion of an involuntary case to a voluntary case, under any such law, or shall consent to the appointment of or taking of possession by a receiver, trustee or other custodian for all or a substantial part of its property, any such Person shall make any assignment for the benefit of creditors or shall be unable or fail, or admit in writing its inability, to pay its debts as such debts become due; or the general partner of Borrower or any other Consolidated Entity or the REIT’s Board of Directors (or any committee thereof) adopts any resolution or otherwise authorizes any action to approve any of the foregoing.

(i) Judgments and Attachments. Any money judgment (other than a money judgment covered by insurance but only if the insurer has admitted liability with respect to such money judgment), writ or warrant of attachment, or similar process involving in any case (including any money judgment under the Federal securities laws seeking rescission of the purchase or sale of, or for damages arising from the purchase or sale of, any Securities) in an amount in excess of Ten Million Dollars ($10,000,000) shall be entered or filed against the REIT, Borrower, any other Consolidated Entity or their respective assets and shall remain undischarged, unvacated, unbonded or unstayed for a period of thirty (30) days.

(j) Dissolution. Any order, judgment or decree shall be entered against the REIT, Borrower or any other Consolidated Entity decreeing its involuntary dissolution or split up and such order shall remain undischarged and unstayed for a period in excess of thirty (30) days; or,

Page 84

except as permitted under Section 7.1, the REIT, Borrower or any other Consolidated Entity shall otherwise dissolve or cease to exist.

(k) Loan Documents. If for any reason any Loan Document shall cease to be in full force and effect and such condition or event shall continue for fifteen (15) days after a Responsible Official of Borrower or the REIT knew of such condition or event.

(l) ERISA Liabilities. Any Termination Event occurs which will or is reasonably likely to subject Borrower or the REIT or any ERISA Affiliate of any of them to a liability which Administrative Agent reasonably determines will have a Material Adverse Effect on Borrower or the REIT, or the plan administrator of any Benefit Plan applies for approval under Section 412(d) of the Code for a waiver of the minimum funding standards of Section 412(a) of the Code and Administrative Agent reasonably determines that the business hardship upon which the Section 412(d) waiver was based will or would reasonably be anticipated to subject Borrower or the REIT to a liability which Administrative Agent reasonably determines will have a Material Adverse Effect on Borrower or the REIT.

(m) Solvency. Borrower or the REIT shall cease to be Solvent.

(n) Breach of Guaranty. The REIT shall fail to duly and punctually perform or observe any agreement, covenant or obligation under its Guaranty.

(o) Sole General Partner. The REIT shall cease to be the sole general partner of Borrower or cease to own fifty-one percent (51%) or more of the Partnership Units of Borrower.

(p) CMBS Entities Debt. Any CMBS Entity creates, incurs or assumes any Debt in excess of the principal amount of such CMBS Entity’s Debt as of the Closing Date.

An Event of Default shall be deemed “continuing” until cured or waived in writing in accordance with Section 11.4.

9.2. Rights and Remedies.

(a) Acceleration; Etc. Upon the occurrence of any Event of Default described in the foregoing Section 9.1(g) or 9.1(h) with respect to the REIT or Borrower or any other Consolidated Entity, the Commitment shall automatically and immediately terminate and the unpaid principal amount of and any and all accrued interest on the Advances and all of the other Obligations, and an amount equal to all Letter of Credit Liabilities for deposit into the Letter of Credit Collateral Account, shall automatically become immediately due and payable, with all additional interest, fees, costs and expenses from time to time accrued thereon and/or payable hereunder, and without presentment, demand or protest or other requirements of any kind (including, without limitation, valuation and appraisement, diligence, presentment, notice of intent to demand or accelerate or notice of acceleration), all of which are hereby expressly waived by Borrower, and the obligations of the Lenders to make any Advances hereunder shall thereupon terminate; and upon the occurrence and during the continuance of any other Event of Default, Administrative Agent shall, at the request of, or may, with the consent of Requisite Lenders, by written notice to Borrower, (i) declare that the Commitment is terminated, whereupon the Commitment and the obligation of the Lenders to make any Advance hereunder

Page 85

shall immediately terminate, and/or (ii) declare the unpaid principal amount of, any and all accrued and unpaid interest on the Advances and all of the other Obligations, and an amount equal to all Letter of Credit Liabilities for deposit into the Letter of Credit Collateral Account, to be, and the same shall thereupon be, immediately due and payable with all additional interest from time to time accrued thereon and without presentment, demand, or protest or other requirements of any kind (including without limitation, valuation and appraisement, diligence, presentment, notice of intent to demand or accelerate and of acceleration), all of which are hereby expressly waived by Borrower. Without limiting Administrative Agent’s authority hereunder, on or after the Maturity Date, Administrative Agent shall, at the request, or may, with the consent, of Requisite Lenders exercise any or all rights and remedies under the Loan Documents or applicable law or in equity.

(b) Access to Information. If an Event of Default then exists, Administrative Agent shall have, in addition to and not by way of a limitation on any other rights and remedies contained in this Agreement or in the other Loan Documents, the right within forty-eight (48) hours after notice to Borrower to obtain access to Borrower’s and the REIT’s records (including computerized information, files and supporting software) relating to the Unencumbered Assets, and its accounting information relating to the Unencumbered Assets, and to use all of the foregoing and the information contained therein in any manner Administrative Agent deems appropriate which is related to the collection of the Obligations. Borrower hereby irrevocably authorizes any accountant or management agent employed by Borrower to deliver such items and information to Administrative Agent. Notwithstanding anything to the contrary contained in the Loan Documents, upon the occurrence of and during the continuance of an Event of Default, Administrative Agent shall be entitled to request and receive, by or through Borrower or appropriate legal process, any and all information concerning operations, business affairs and financial condition of the REIT, Borrower, or any Property of either of them, which is reasonably available to or obtainable by Borrower. Administrative Agent shall deliver to each Lender copies of any information which it obtains pursuant to this Section 9.2(b).

(c) Waiver of Demand. Demand, presentment, protest and notice of nonpayment are hereby waived by Borrower. Borrower also waives, to the extent permitted by law, the benefit of all valuation, appraisal and exemption laws.

(d) Waivers, Amendments and Remedies. No delay or omission of Administrative Agent or the Lenders to exercise any right under any Loan Document shall impair such right or be construed to be a waiver of any Event of Default or an acquiescence therein, and any single or partial exercise of any such right shall not preclude other or further exercise thereof or the exercise of any other right, and no waiver, amendment or other variation of the terms, conditions or provisions of the Loan Documents whatsoever shall be valid unless in a writing signed by Administrative Agent after obtaining written approval thereof or the signature thereon of those Lenders required to approve such waiver, amendment or other variation, and then only to the extent in such writing specifically set forth. All remedies contained in the Loan Documents or by law afforded shall be cumulative and all shall be available to Administrative Agent and the Lenders until the Obligations have been paid in full, the Commitment has expired or terminated and this Agreement has been terminated.

Page 86

9.3. Rescission. If, at any time after acceleration of the maturity of the Advances, Borrower shall pay all arrears of interest and all payments on account of principal of the Advances which shall have become due otherwise than by acceleration (with interest on principal and, to the extent permitted by law, on overdue interest, at the rates specified in this Agreement) and all Events of Default and Unmatured Events of Default (other than nonpayment of principal of and accrued interest on the Advances due and payable solely by virtue of acceleration) shall be remedied or waived pursuant to Section 11.4, then by written notice to Borrower, the Requisite Lenders may elect, in their sole discretion, to rescind and annul the acceleration and its consequences; but such action shall not affect any subsequent Event of Default or Unmatured Event of Default or impair any right or remedy consequent thereon. The provisions of the preceding sentence are intended merely to bind the Lenders to a decision which may be made at the election of the Requisite Lenders; they are not intended to benefit Borrower and do not give Borrower the right to require the Lenders to rescind or annul any acceleration hereunder, even if the conditions set forth herein are met. Borrower shall have no right to enforce this Section 9.3, or to make any claim hereunder, directly, or as a third party beneficiary, or otherwise.

9.4. Letter of Credit Collateral Account.

(a) As collateral security for the prompt payment in full when due of all Letter of Credit Liabilities, the Borrower hereby pledges and grants to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders as provided herein, a security interest in all of its right, title and interest in and to the Letter of Credit Collateral Account established pursuant to the requirements of Section 2.10, and the balances from time to time in the Letter of Credit Collateral Account (including the investments and reinvestments therein provided for below), and Borrower shall execute such documents and instruments as requested by Administrative Agent to evidence and/or permit Administrative Agent to perfect such security interest. The balances from time to time in the Letter of Credit Collateral Account shall not constitute payment of any Letter of Credit Liabilities until applied by the Administrative Agent as provided herein. Anything in this Agreement to the contrary notwithstanding, funds held in the Letter of Credit Collateral Account shall be subject to withdrawal only as provided in this Section and in Section 2.10.

(b) So long as no Unmatured Event of Default or Event of Default exists, the Administrative Agent shall, from time to time, at the request of the Borrower, deliver to the Borrower, against receipt but without any recourse, warranty or representation whatsoever, such of the balances in the Letter of Credit Collateral Account as exceed the aggregate amount of Letter of Credit Liabilities at such time. When all of the Obligations shall have been indefeasibly paid in full and no Letters of Credit remain outstanding, the Administrative Agent shall deliver to the Borrower, against receipt but without any recourse, warranty or representation whatsoever, the balances remaining in the Letter of Credit Collateral Account.

(c) In the event that the Letter of Credit Collateral Account is funded, the Borrower shall pay to the Administrative Agent from time to time such fees as the Administrative Agent normally charges for similar services in connection with the Administrative Agent’s administration of the Letter of Credit Collateral Account and investments and reinvestments of funds therein.

Page 87

ARTICLE 10
AGENCY PROVISIONS

10.1. Appointment.

(a) Each Lender hereby (i) designates and appoints Xxxxx Fargo as Administrative Agent of such Lender under this Agreement and the other Loan Documents, (ii) authorizes and directs Administrative Agent to enter into the Loan Documents other than this Agreement for the benefit of the Lenders, and (iii) authorizes Administrative Agent to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers as are set forth herein or therein, together with such other powers as are reasonably incidental thereto, subject to the limitations referred to in Sections 10.10(a) and 10.10(b) and the other provisions of this Agreement requiring consent or approval of all the Lenders or the Requisite Lenders. Administrative Agent agrees to act as such on the express conditions contained in this Article 10.

(b) The provisions of this Article 10 are solely for the benefit of Administrative Agent and the Lenders, and Borrower shall not have any right to rely on or enforce any of the provisions hereof (provided that Borrower may rely on the provisions of Section 10.4(b), Section 10.9) and Section 10.10(d); provided, however, the foregoing shall in no way limit Borrower’s obligations under this Article 10. In performing its functions and duties under this Agreement, Administrative Agent shall act solely as Administrative Agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation toward or relationship of agency or trust with or for Borrower or any other Person.

10.2. Nature of Duties. Administrative Agent shall not have any duties or responsibilities except those expressly set forth in this Agreement or in the other Loan Documents. The duties of Administrative Agent shall be administrative in nature. Subject to the provisions of Sections 10.5 and 10.7, Administrative Agent shall administer the Advances in the same manner as it administers its own loans. Promptly following the effectiveness of this Agreement, Administrative Agent shall send to each Lender its originally executed Note and the executed original, to the extent the same are available in sufficient numbers, of each other Loan Document other than the Notes in favor of the other Lenders and filed or recorded security documents or instruments, with the latter to be held and retained by Administrative Agent for the benefit of all the Lenders. Administrative Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Lender. Nothing in this Agreement or any of the other Loan Documents, expressed or implied, is intended or shall be construed to impose upon Administrative Agent any obligation in respect of this Agreement or any of the other Loan Documents except as expressly set forth herein or therein. Each Lender shall make its own independent investigation of the financial condition and affairs of the REIT and Borrower in connection with the making and the continuance of the Advances hereunder and shall make its own appraisal of the creditworthiness of the REIT and Borrower, and, except as specifically provided herein, Administrative Agent shall not have any duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect thereto, whether coming into its possession before the Closing Date or at any time or times thereafter.

Page 88

10.3. Disbursements of Advances.

(a) Promptly, but in any event not later than 5:00 P.M. (San Francisco time) on the same Business Day on which Administrative Agent receives a Notice of Borrowing, Administrative Agent shall send a copy thereof by facsimile to each other Lender and shall otherwise notify each Lender of the proposed Advance and the Funding Date. Each Lender shall make available to Administrative Agent (or the funding bank or entity designated by Administrative Agent), the amount of such Lender’s Pro Rata Share of such Advance in immediately available funds not later than the times designated in Section 10.3(b). Unless Administrative Agent shall have been notified by any Lender not later than the close of business (San Francisco time) on the Business Day immediately preceding the Funding Date in respect of any Advance that such Lender does not intend to make available to Administrative Agent such Lender’s Pro Rata Share of such Advance, Administrative Agent may assume that such Lender shall make such amount available to Administrative Agent. If any Lender does not notify Administrative Agent of its intention not to make available its Pro Rata Share of such Advance as described above, but does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such Advance, such Lender shall pay to Administrative Agent forthwith on demand such amount, together with interest thereon at the Federal Funds Rate. In any case where a Lender does not for any reason make available to Administrative Agent such Lender’s Pro Rata Share of such Advance, Administrative Agent, in its sole discretion, may, but shall not be obligated to, fund to Borrower such Lender’s Pro Rata Share of such Advance. If Administrative Agent funds to Borrower such Lender’s Pro Rata Share of such Advance and if such Lender subsequently pays to Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Pro Rata Share of such Advance. Nothing in this Section 10.3(a) shall alter the respective rights and obligations of the parties hereunder in respect of a Defaulting Lender or a Non-Pro Rata Advance.

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

(i) With respect to Swing Line Advances, if,

(A) as of 10:00 A.M. (San Francisco time) on the fourth (4^th) Business Day after the Swing Line Lender has funded any Swing Line Advance (the date such Swing Line Advance was funded, the “Swing Line Funding Date”), Borrower has neither (1) repaid such Swing Line Advance in full, nor (2) notified the Swing Line Lender in writing that Borrower intends to repay such Swing Line Advance in full on the next Business Day, nor (3) timely delivered a Notice of Borrowing requesting a proposed Funding Date, no later than the fifth (5^th) Business Day after such Swing Line Funding Date, with respect to an Advance in a principal amount sufficient to repay such Swing Line Advance in full; or

Page 89

(B) as of 11:00 A.M. on the fifth (5^th) Business Day after such Swing Line Funding Date, (1) Borrower has not repaid such Swing Line Advance in full, or (2) the conditions precedent to any requested Advance the proceeds of which were to have been used (in whole or in part) to repay such Swing Line Advance have not been satisfied; or

(C) at any time prior to the repayment of any Swing Line Advance, an Event of Default shall have occurred or the Advances shall be accelerated, or the Maturity Date shall occur, for any reason whatsoever; then

the Swing Line Lender shall promptly (or, if an Event of Default has occurred but the Advances have not been accelerated and the Maturity Date has not occurred, may) notify each Lender by telephone (confirmed promptly by telex, facsimile transmission or cable), telex, facsimile transmission, or cable of the amount of such Swing Line Advance; and each Lender shall (1) in a case described in clause (A) above, before 10:00 A.M. (San Francisco time) on the next Business Day, or (2) in a case described in clause (B) or clause (C) above, before 12:00 noon (San Francisco time) on the date of such notice, pay to the Swing Line Lender, to such bank and account in El Segundo, California (or to such bank and account in such other place) as the Swing Line Lender may designate, in immediately available funds, such Lender’s Pro Rata Share of the principal amount of such Swing Line Advance.

(ii) Upon funding in accordance with clause (i) above, each Lender shall be deemed to have acquired from the Swing Line Lender (and the Swing Line Lender shall be deemed to have assigned to each such Lender) a percentage interest in such Swing Line Advance equal to such Lender’s Pro Rata Share, and, for purposes of determining the availability of Swing Line Advances or Advances, such Swing Line Advance shall be deemed an Advance (and no longer a Swing Line Advance); provided that the obligations of the Lenders under this Section 10.3(c) shall not be subject to the notice or amount requirements, or to satisfaction of conditions precedent, otherwise applicable to the making of Advances.

(iii) Each Lender’s obligation to fund, and to purchase from the Swing Line Lender, its Pro Rata Share of a Swing Line Advance pursuant to this Section 10.3(c) shall be absolute and unconditional under any and all circumstances (including, without limitation, irrespective of any intervening bankruptcy of Borrower or acceleration of the Advances).

(iv) It is not the parties’ intent that the obligations of the Lenders under this Section 10.3(c) constitute guaranties or obligations of suretyship. If and to the extent, however, that the obligations of any Lender under this Section 10.3(c) are determined to be those of a guarantor or surety, such Lender, with full knowledge of the consequences thereof, hereby expressly waives the benefit of each and every right or defense of a guarantor or surety the effect of which would relieve such Lender of all or any portion of its obligations under this Section 10.3(c).

(v) In the event that any Lender fails to pay to the Swing Line Lender when due any amount it is required to fund under this Section 10.3(c), such Lender and

Page 90

Borrower severally agree to pay to the Swing Line Lender , on demand, the amount such Lender has failed to so pay, together with interest thereon for each day from the date on which such payment was due until the date such amount is repaid to the Administrative Agent, at (A) in the case of Borrower, the Base Rate, or (B) in the case of such Lender, the Federal Funds Rate. Any such repayment by Borrower shall be without prejudice to any rights it may have against the Lender that has failed to pay when due any such amount.

(d) Nothing in this Section 10.3 shall be deemed to relieve any Lender of its obligation (subject only to Section 2.1(b)(iii) in respect of the initial funding of Swing Line Advances) hereunder to make its Pro Rata Share of any Advance on the applicable Funding Date, nor shall any Lender be responsible for the failure of any other Lender to perform its obligations to make any Advance hereunder, and the Pro Rata Share of any Lender shall not be increased or decreased as a result of the failure by any other Lender to perform its obligation to make an Advance.

10.4. Distribution and Apportionment of Payments.

(a) Subject to Section 10.4(b), payments actually received by Administrative Agent for the account of the Lenders shall be paid to them promptly after receipt thereof by Administrative Agent, but in any event within one (1) Business Day, provided that Administrative Agent shall pay to the Lenders interest thereon, at the Federal Funds Rate, from the Business Day following receipt of such funds by Administrative Agent until such funds are paid in immediately available funds to the Lenders. Subject to Section 10.4(b) all payments of principal and interest in respect of outstanding Advances, all payments of the fees described in this Agreement, and all payments in respect of any other Obligations shall be allocated among such Lenders as are entitled thereto, in proportion to their respective Pro Rata Shares or otherwise as provided herein. Administrative Agent shall promptly distribute, but in any event within one (1) Business Day after it receives the same, to each Lender at its primary address set forth on the appropriate signature page hereof or on the Assignment and Assumption, or at such other address as a Lender may request in writing, such funds as it may be entitled to receive; provided that Administrative Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including, without limitation, instructions from Requisite Lenders or all the Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. The order of priority herein is set forth solely to determine the rights and priorities of the Lenders as among themselves and may at any time or from time to time be changed by the Lenders as they may elect, in writing in accordance with Section 11.4, without necessity of notice to or consent of or approval by Borrower or any other Person. All payments or other sums received by Administrative Agent for the account of the Lenders (including, without limitation, principal and interest payments) shall not constitute property or assets of the Administrative Agent and shall be held by Administrative Agent, solely in its capacity as Administrative Agent for itself and the other Lenders, subject to the Loan Documents.

(b) Notwithstanding any provision hereof to the contrary, until such time as a Defaulting Lender has funded its Pro Rata Share of any Advance which was previously a Non-

Page 91

Pro Rata Advance, or all the other Lenders have received payment in full (whether by repayment or prepayment) of the principal and interest due in respect of such Non-Pro Rata Advance, all of the Obligations owing to such Defaulting Lender hereunder shall be subordinated in right of payment, as provided in the following sentence, to the prior payment in full of all principal, interest and fees in respect of all Non-Pro Rata Advances in which the Defaulting Lender has not funded its Pro Rata Share (such principal, interest and fees being referred to as “Senior Loans”). All amounts paid by Borrower and otherwise due to be applied to the Obligations owing to the Defaulting Lender pursuant to the terms hereof shall be distributed by Administrative Agent to the other Lenders in accordance with their respective Pro Rata Shares (recalculated for purposes hereof to exclude the Defaulting Lender’s Pro Rata Share of the Commitment), until all Senior Loans have been paid in full. This provision governs only the relationship among Administrative Agent, each Defaulting Lender and the other Lenders; nothing hereunder shall limit the obligation of Borrower to repay all Advances in accordance with the terms of this Agreement, nor create an Event of Default if payments are not made to a Defaulting Lender. The provisions of this Section shall apply and be effective regardless of whether an Event of Default occurs and is then continuing, and notwithstanding (i) any other provision of this Agreement to the contrary, (ii) any instruction of Borrower as to its desired application of payments or (iii) the suspension of such Defaulting Lender’s right to vote on matters which are subject to the consent or approval of the Requisite Lenders or all the Lenders. No Facility Fee shall accrue in favor of, or be payable to, such Defaulting Lender from the date of any failure to fund Advances or reimburse Administrative Agent for any Liabilities and Costs as herein provided until such failure has been cured, and Administrative Agent shall be entitled to (A) withhold or setoff, and to apply to the payment of the defaulted amount and any related interest, any amounts to be paid to such Defaulting Lender under this Agreement, and (B) bring an action or suit against such Defaulting Lender in a court of competent jurisdiction to recover the defaulted amount and any related interest. In addition, the Defaulting Lender shall indemnify, defend and hold Administrative Agent and each of the other Lenders harmless from and against any and all Liabilities and Costs, plus interest thereon at the Default Rate, which they may sustain or incur by reason of or as a direct consequence of the Defaulting Lender’s failure or refusal to abide by its obligations under this Agreement.

10.5. Rights, Exculpation, Etc. Neither Administrative Agent, any Affiliate of Administrative Agent, nor any of their respective officers, directors, employees, agents, attorneys or consultants, shall be liable to any Lender for any action taken or omitted by them under this Agreement or under any of the other Loan Documents, or in connection herewith or therewith, except that Administrative Agent shall be liable for its gross negligence or willful misconduct. Administrative Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties herein or for the execution, effectiveness, genuineness, validity, enforceability, collectability or sufficiency of this Agreement, or any of the other Loan Documents, or any of the transactions contemplated hereby and thereby; or for the financial condition of the REIT, Borrower or any of their Affiliates. Administrative Agent shall not be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Agreement or any of the other Loan Documents or the financial condition of the REIT, Borrower or any of their Affiliates, or the existence or possible existence of any Unmatured Event of Default or Event of Default.

Page 92

10.6. Reliance. Administrative Agent shall be entitled to rely upon any written notices, statements, certificates, orders or other documents, telecopies or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement or any of the other Loan Documents and its duties hereunder or thereunder, upon advice of legal counsel (including counsel for Borrower), independent public accountants and other experts selected by it.

10.7. Indemnification. To the extent that Administrative Agent is not reimbursed and indemnified by Borrower, the Lenders will reimburse, within ten (10) Business Days after notice from Administrative Agent, and indemnify and defend Administrative Agent from and against any and all Liabilities and Costs which may be imposed on, incurred by, or asserted against it in any way relating to or arising out of its role as Administrative Agent under this Agreement, or any of the other Loan Documents or any action taken or omitted by Administrative Agent under this Agreement, or any of the other Loan Documents, in proportion to each Lender’s Pro Rata Share; provided that no Lender shall be liable for any portion of such Liabilities and Costs resulting from Administrative Agent’s gross negligence or willful misconduct. The obligations of the Lenders under this Section 10.7 shall survive the payment in full of all Obligations and the termination of this Agreement. In the event that after payment and distribution of any amount by Administrative Agent to the Lenders, any Lender or third party, including Borrower, any creditor of Borrower or a trustee in bankruptcy, recovers from Administrative Agent any amount found to have been wrongfully paid to Administrative Agent or disbursed by Administrative Agent to the Lenders, then the Lenders, in proportion to their respective Pro Rata Shares, shall reimburse Administrative Agent for all such amounts. Notwithstanding the foregoing, Administrative Agent shall not be obligated to advance Liabilities and Costs and may require the deposit by each Lender of its Pro Rata Share of any material Liabilities and Costs reasonably anticipated by Administrative Agent before they are incurred, made or payable.

10.8. Administrative Agent Individually. With respect to its Pro Rata Share of the Commitment and the Advances made by it, Administrative Agent shall have and may exercise the same rights and powers hereunder and is subject to the same obligations and liabilities as and to the extent set forth herein for any other Lender. Administrative Agent and any Lender and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of banking, trust or other business with the REIT, Borrower or any of their respective Affiliates as if it were not acting as Administrative Agent or a Lender pursuant hereto.

10.9. Successor Administrative Agent; Resignation of Administrative Agent; Removal of Administrative Agent.

(a) Administrative Agent may resign from the performance of all its functions and duties hereunder at any time by giving at least thirty (30) Business Days’ prior written notice to the Lenders and Borrower, and shall automatically cease to be Administrative Agent hereunder in the event a petition in bankruptcy shall be filed by or against Administrative Agent or the Federal Deposit Insurance Corporation or any other Governmental Authority shall assume control of Administrative Agent or Administrative Agent’s interests under this Agreement and the other Loan Documents. Further, the Requisite Lenders (other than Administrative Agent) may remove Administrative Agent at any time based upon Administrative Agent’s gross negligence or willful misconduct by giving at least thirty (30) Business Days’ prior written

Page 93

notice to Administrative Agent, Borrower and all other Lenders. Such resignation or removal shall take effect upon the acceptance by a successor Administrative Agent of appointment pursuant to subsection (b) or (c) below.

(b) Upon any such notice of resignation by or removal of Administrative Agent, the Requisite Lenders shall appoint a successor Administrative Agent which appointment shall be subject to Borrower’s consent (other than upon the occurrence and during the continuance of any Event of Default), which shall not be unreasonably withheld or delayed. Any successor Administrative Agent must be a Lender (i) the senior debt obligations of which (or such Lender’s parent’s senior unsecured debt obligations) are rated not less than Baa-2 by Xxxxx’x Investors Service, Inc. or a comparable rating by a rating agency acceptable to the Requisite Lenders and (ii) which has total assets in excess of Ten Billion Dollars ($10,000,000,000). Such successor Administrative Agent shall separately confirm in writing with Borrower the fee to be paid to such Administrative Agent pursuant to Section 2.5(c).

(c) If a successor Administrative Agent shall not have been so appointed within said thirty (30) Business Day period, the retiring or removed Administrative Agent, with the consent of Borrower (other than upon the occurrence and during the continuance of any Event of Default)(which may not be unreasonably withheld or delayed), shall then appoint a successor Administrative Agent who shall meet the requirements described in subsection (b) above and who shall serve as Administrative Agent until such time, if any, as the Requisite Lenders, with the consent of Borrower (other than upon the occurrence and during the continuance of any Event of Default), appoint a successor Administrative Agent as provided above.

(d) Each successor Administrative Agent appointed pursuant to this Section 10.9 shall concurrently assume the rights and obligations of the Swing Line Lender under this Agreement (including the Swing Line Lender’s commitment to fund Swing Line Advances and its interest in outstanding advances under the Swing Line) and the rights and obligations of Administrative Agent with respect to the Letters of Credit. 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 Administrative Agent and Swing Line Lender, and the retiring Administrative Agent and Swing Line Lender shall be discharged from its duties and obligations under this Administrative Agreement. Notwithstanding any provision of Section 11.20 to the contrary, the commitment of the Swing Line Lender to fund Swing Line Advances and the Swing Line Lender’s interest in outstanding Swing Line Advances may not be assigned to any Person other than a Person who concurrently becomes both a successor Administrative Agent pursuant to this Section 10.9 and the Swing Line Lender.

10.10. Consent and Approvals.

(a) In addition to any other term or provision of this Agreement which requires the consent or approval of, or other action by, the Requisite Lenders, each consent, approval, amendment, modification or waiver specifically enumerated in this Section 10.10(a) shall require the consent of the Requisite Lenders:

Page 94

(i) Approval of any amendment of organizational documents (to the extent required by Section 7.2);

(ii) Acceleration following an Event of Default (Section 9.2(a)) or rescission of such acceleration (Section 9.3);

(iii) Approval of the exercise of rights and remedies under the Loan Documents following an Event of Default (Section 9.2(a));

(iv) Approval of a change in the method of calculation of any financial covenants, standards or terms as a result of a change in GAAP (Section 11.3); and

(v) Except as referred to in subsection (b) below, approval of any amendment, modification or termination of this Agreement, or waiver of any provision herein.

(b) Each consent, approval, amendment, modification or waiver specifically enumerated in Section 11.4 shall require the consent of all the Lenders.

(c) In addition to the required consents or approvals referred to in subsection (a) above, Administrative Agent may at any time request instructions from Requisite Lenders with respect to any actions or approvals which, by the terms of this Agreement or of any of the Loan Documents, Administrative Agent is permitted or required to take or to grant without instructions from Lenders and if such instructions are promptly requested, Administrative Agent shall be absolutely entitled to refrain from taking any action or to withhold any approval and shall not be under any liability whatsoever to any Person for refraining from taking any action or withholding any approval under any of the Loan Documents until it shall have received such instructions from the Requisite Lenders. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Administrative Agent as a result of Administrative Agent acting or refraining from acting under this Agreement, or any of the other Loan Documents in accordance with the instructions of the Requisite Lenders or, where applicable, all the Lenders. Administrative Agent shall promptly notify each Lender at any time that the Requisite Lenders have instructed Administrative Agent to act or refrain from acting pursuant hereto.

(d) Each Lender agrees that any action taken by Administrative Agent at the direction or with the consent of the Requisite Lenders in accordance with the provisions of this Agreement or any Loan Document, and the exercise by Administrative Agent at the direction or with the consent of the Requisite Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all the Lenders, except for actions specifically requiring the approval of all the Lenders. All communications from Administrative Agent to the Lenders requesting Lenders’ determination, consent, approval or disapproval (i) shall be given in the form of a written notice to each Lender, (ii) shall be accompanied by a description of the matter or thing as to which such determination, approval, consent or disapproval is requested, or shall advise each Lender where such matter or thing may be inspected, or shall otherwise describe the matter or issue to be resolved, (iii) shall include, if reasonably requested by a Lender and to the extent not previously provided to such Lender, written materials and a summary of all oral information provided to Administrative

Page 95

Agent by Borrower in respect of the matter or issue to be resolved, and (iv) shall include Administrative Agent’s recommended course of action or determination in respect thereof. Each Lender shall reply promptly, but in any event within ten (10) Business Days or such other applicable response period as expressly set forth in this Agreement (the “Lender Reply Period”). Unless a Lender shall give written notice to Administrative Agent that it objects to the recommendation or determination of Administrative Agent (together with a written explanation of the reasons behind such objection) within the Lender Reply Period, such Lender shall be deemed to have approved of or consented to such recommendation or determination and Borrower and each other Lender may rely on such approval as if given. With respect to decisions requiring the approval of the Requisite Lenders or all the Lenders, Administrative Agent shall submit its recommendation or determination for approval of or consent to such recommendation or determination to all the Lenders and upon receiving the required approval or consent shall follow the course of action or determination recommended to the Lenders by Administrative Agent or such other course of action recommended by the Requisite Lenders, and each non-responding Lender shall be deemed to have concurred with such recommended course of action.

10.11. Certain Agency Provisions Relating to Enforcement. Should Administrative Agent (i) employ counsel for advice or other representation (whether or not any suit has been or shall be filed) with respect to any of the Loan Documents, or (ii) commence any proceeding or in any way seek to enforce its rights or remedies under the Loan Documents, each Lender, upon demand therefor from time to time, shall contribute its share (based on its Pro Rata Share) of the reasonable costs and/or expenses of any such advice or other representation or enforcement, including, but not limited to, court costs, title company charges, filing and recording fees, appraisers’ fees and fees and expenses of attorneys to the extent not otherwise reimbursed by Borrower, provided that Administrative Agent shall not be entitled to reimbursement of its attorneys’ fees and expenses incurred in connection with the resolution of disputes between Administrative Agent and other Lenders unless Administrative Agent shall be the prevailing party in any such dispute. Any loss of principal and/or interest resulting from any Event of Default shall be shared by the Lenders in accordance with their respective Pro Rata Shares. It is understood and agreed that in the event Administrative Agent determines it is necessary to engage counsel for the Lenders from and after the occurrence of an Event of Default, said counsel shall be selected by Administrative Agent.

10.12. Ratable Sharing. Subject to Sections 10.3 and 10.4 the Lenders agree among themselves that (i) with respect to all amounts received by them which are applied to the payment of the Obligations, equitable adjustment will be made so that, in effect, all such amounts will be shared among them ratably in accordance with their Pro Rata Shares, whether received by voluntary payment, by counterclaim or cross action or by the enforcement of any or all of the Obligations, (ii) if any of them shall by voluntary payment or by the exercise of any right of counterclaim or otherwise, receive payment of a proportion of the aggregate amount of the Obligations held by it which is greater than its Pro Rata Share of the payments on account of the Obligations, the one receiving such excess payment shall purchase, without recourse or warranty, an undivided interest and participation (which it shall be deemed to have done simultaneously upon the receipt of such payment) in such Obligations owed to the others so that all such recoveries with respect to such Obligations shall be applied ratably in accordance with their Pro Rata Shares; provided, that if all or part of such excess payment received by the

Page 96

purchasing party is thereafter recovered from it, those purchases shall be rescinded and the purchase prices paid for such participations shall be returned to that party to the extent necessary to adjust for such recovery, but without interest except to the extent the purchasing party is required to pay interest in connection with such recovery. Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 10.12 may, to the fullest extent permitted by law, exercise all its rights of payment with respect to such participation as fully as if such Lender were the direct creditor of Borrower in the amount of such participation. No Lender shall exercise any setoff, banker’s lien or other similar right in respect to any Obligations without the prior written approval by Administrative Agent.

10.13. Delivery of Documents. Administrative Agent shall, as soon as reasonably practicable, distribute to each Lender at its primary address set forth on the appropriate counterpart signature page hereof, or at such other address as a Lender may request in writing, (i) copies of all documents to which such Lender is a party or of which such Lender is a beneficiary, (ii) all documents of which Administrative Agent receives copies from Borrower pursuant to Sections 5.1 and 11.6, (iii) all other documents or information which Administrative Agent is required to send to the Lenders pursuant to the terms of this Agreement, (iv) all other information or documents received by Administrative Agent at the request of any Lender, and (v) all notices received by Administrative Agent pursuant to Section 5.2. In addition, within fifteen (15) Business Days after receipt of a request in writing from a Lender for written information or documents provided by or prepared by Borrower, the REIT or any Consolidated Entity, Administrative Agent shall deliver such written information or documents to such requesting Lender if Administrative Agent has possession of such written information or documents in its capacity as Administrative Agent or as a Lender.

10.14. Notice of Events of Default. Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Unmatured Event of Default or Event of Default (other than nonpayment of principal of or interest on the Advances) unless Administrative Agent has received notice in writing from a Lender or Borrower describing such event or condition and expressly stating that such notice is a notice of an Unmatured Event of Default or Event of Default. Should Administrative Agent receive such notice of the occurrence of an Unmatured Event of Default or Event of Default, or should Administrative Agent send Borrower a notice of Unmatured Event of Default or Event of Default, Administrative Agent shall promptly give notice thereof to each Lender. If any individual employed by any Lender who is responsible for managing, or otherwise involved in, the relationship between such Lender and Borrower in connection with this Agreement or such Lender and Administrative Agent in connection with this Agreement, has or acquires actual knowledge of an Unmatured Event of Default or Event of Default, such Lender shall promptly give written notice thereof to Administrative Agent.

10.15. Documentation and Syndication Agents. Notwithstanding anything contained herein which may be construed to the contrary, the Documentation Agents and Syndication Agents shall not exercise any of the rights or have any of the responsibilities of the Administrative Agent hereunder, or any other rights or responsibilities other than their respective rights and responsibilities as Lenders hereunder.

Page 97

ARTICLE 11
MISCELLANEOUS

11.1. Expenses.

(a) Generally. Borrower agrees to pay, or reimburse Administrative Agent for, within seven (7) days after receipt of written demand, all of Administrative Agent’s external audit, legal, appraisal, valuation and investigation expenses and for all other reasonable costs and expenses of every type and nature (including, without limitation, the reasonable fees and charges of outside appraisers and reasonable fees, expenses and disbursements of Administrative Agent’s internal appraisers, environmental advisors or legal counsel) incurred by Administrative Agent at any time (whether prior to, on or after the date of this Agreement) in connection with (i) its own audit and investigation of Borrower and the REIT; (ii) the negotiation, preparation and execution of this Agreement (including, without limitation, the satisfaction or attempted satisfaction of any of the conditions set forth in Article 3), and the other Loan Documents and the making of the Advances; (iii) review and investigation of Real Property which is proposed for inclusion within the Unencumbered Pool and Unencumbered Assets within the Unencumbered Pool; (iv) administration of this Agreement, the other Loan Documents and the Advances, including, without limitation, consultation with attorneys in connection therewith; and (v) the protection, collection or enforcement of any of the Obligations.

(b) After Event of Default. Borrower further agrees to pay, or reimburse Administrative Agent and the Lenders, for all reasonable out-of-pocket costs and expenses, including, without limitation, the reasonable attorneys’ fees and disbursements of one law firm incurred by Administrative Agent or the Lenders after the occurrence and during the continuance of an Event of Default (i) in enforcing any Obligation or exercising or enforcing any other right or remedy available by reason of such Event of Default; (ii) in connection with any refinancing or restructuring of the credit arrangements provided under this Agreement in the nature of a “work-out” or in any insolvency or bankruptcy proceeding; (iii) in commencing, defending or intervening in any litigation or in filing a petition, complaint, answer, motion or other pleadings in any legal proceeding relating to Borrower or the REIT and related to or arising out of the transactions contemplated hereby; or (iv) in taking any other action in or with respect to any suit or proceeding (whether in bankruptcy or otherwise).

11.2. Indemnity. Borrower further agrees to defend, protect, indemnify and hold harmless Administrative Agent, each and all of the Lenders, each of their respective Affiliates and each of the respective officers, directors, employees, agents, attorneys and consultants (including, without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article 3) of each of the foregoing (collectively called the “Indemnitees”) from and against any and all Liabilities and Costs imposed on, incurred by, or asserted against such Indemnitees (whether based on any federal or state laws or other statutory regulations, including, without limitation, securities and commercial laws and regulations, under common law or in equity, and based upon contract or otherwise, including any liability and costs arising as a result of a “prohibited transaction” under ERISA to the extent arising from or in connection with the past, present or future operations of the REIT or Borrower or their respective predecessors in interest) in any manner relating to or arising out of this Agreement or the other Loan Documents, or any act, event or transaction related or attendant

Page 98

thereto, the making of and participation in the Advances and the management of the Advances, or the use or intended use of the proceeds of the Advances (collectively, the “Indemnified Matters”); provided, however, that Borrower shall have no obligation to an Indemnitee hereunder with respect to (a) matters for which such Indemnitee has been compensated pursuant to any provision of this Agreement, and (b) Indemnified Matters to the extent caused by or resulting from the willful misconduct or gross negligence of that Indemnitee, as determined by a court of competent jurisdiction. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Matters incurred by the Indemnitees.

11.3. Change in Accounting Principles and “Funds from Operations” Definition. Except as otherwise provided herein, if any changes in accounting principles from those used in the preparation of the most recent financial statements delivered to Administrative Agent pursuant to the terms hereof are hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions) and are adopted by the REIT or Borrower with the agreement of its Accountants and such changes result in a change in the method of calculation of any of the financial covenants, standards or terms found herein, the parties hereto agree to enter into negotiations in order to amend such provisions so as to equitably reflect such changes with the desired result that the criteria for evaluating the financial condition of the REIT and the Consolidated Entities shall be the same after such changes as if such changes had not been made; provided, however, that no change in GAAP that would affect the method of calculation of any of the financial covenants, standards or terms shall be given effect in such calculations until such provisions are amended, in a manner satisfactory to the Requisite Lenders, to so reflect such change in accounting principles. The definition of “Funds from Operations” set forth in Article 1 is based upon the definition of “Funds From Operations” promulgated by the National Association of Real Estate Investment Trusts and effective as of April 5, 2002 (the “NAREIT Definition”). If the NAREIT Definition is modified after the date of this Agreement, the parties hereto agree to enter into negotiations if any party so requests in order to amend the definition of “Funds from Operations” set forth in this Agreement to make it consistent with the modified NAREIT Definition; provided, however, that no change in such definition of “Funds from Operations” shall be given effect until such definition is amended, in a manner satisfactory to Requisite Lenders, to so reflect such modification in the NAREIT Definition of “Funds From Operations”.

11.4. Amendments and Waivers.

(a) No amendment or modification of any provision of this Agreement shall be effective without the written agreement of Requisite Lenders and Borrower (except for amendments to Section 10.4(a) which do not require the consent of Borrower), and (b) no termination or waiver of any provision of this Agreement, or consent to any departure by Borrower therefrom, shall in any event be effective without the written concurrence of the Requisite Lenders (after notice to all the Lenders), which the Requisite Lenders shall have the right to grant or withhold at their sole discretion, except that

Page 99

(A) the following amendments, modifications or waivers shall require the consent of Requisite Lenders (which Requisite Lenders must include Xxxxx Fargo):

(i) changing any provision contained in Section 8.2, Section 8.5 or in Section 8.9; or

(ii) changing the definitions of “Total Liabilities,” “Gross Asset Value,” “Unencumbered Asset Value,” “Unencumbered Pool,” or “Debt”, or the definition of any defined term used in any of the foregoing definitions; or

(iii) subject to clause (B)(ix) below, amending or otherwise modifying the Guaranty; and

(B) the following amendments, modifications or waivers shall require the consent of all the Lenders:

(i) increasing or reducing the Commitment and/or any Lender’s Pro Rata Share of the Commitment, except as otherwise provided in, and subject to the terms and conditions of Section 2.8, Section 2.9 or Section 11.20;

(ii) changing the principal amount or final maturity of the Advances or otherwise changing the Maturity Date, except as otherwise provided in, and subject to the terms and conditions of Section 2.1(d) or Section 2.8;

(iii) reducing the interest rates applicable to the Advances;

(iv) reducing the rates on which fees payable pursuant hereto are determined;

(v) forgiving or delaying any amount payable or receivable under Article 2;

(vi) changing the definition of “Requisite Lenders” or “Pro Rata Shares”;

(vii) changing any provision contained in this Section 11.4;

(viii) releasing any obligor under any Loan Document, unless such release is otherwise required or permitted by the terms of this Agreement;

(ix) extending the expiration date of any Letter of Credit beyond the Maturity Date;

(x) materially amending or otherwise materially modifying the Guaranty; or

(xi) consenting to assignment by Borrower of all of its duties and Obligations hereunder pursuant to Section 11.14.

Page 100

No amendment, modification, termination or waiver of any provision of Article 10 or any other provision referring to Administrative Agent shall be effective without the written concurrence of Administrative Agent, but only if such amendment, modification, termination or waiver alters the obligations or rights of Administrative Agent. Any waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. No notice to or demand on Borrower in any case shall entitle Borrower to any other further notice or demand in similar or other circumstances. Any amendment, modification, termination, waiver or consent effected in accordance with this Section 11.4 shall be binding on each assignee, transferee or recipient of Administrative Agent’s or any Lender’s Pro Rata Share of the Commitment under this Agreement or the Advances at the time outstanding. Borrower shall be entitled to rely on any amendment or waiver executed by the Administrative Agent on behalf of the Lenders provided that Administrative Agent certifies to Borrower that Administrative Agent obtained the approvals or consents required under this Agreement of the Requisite Lender or all the Lenders, as the case may be.

(b) In connection with (i) any proposed amendment, modification or waiver for which the unanimous consent of the Lenders is required, and such consents have been obtained from Lenders whose Pro Rata Shares, in the aggregate, are at least eighty-five percent (85%), or (ii) any payments that are requested by a Lender (an “Increased Cost Lender”) pursuant to Section 2.4(i), the Borrower may identify an assignee to which a non-consenting Lender or Increased Cost Lender shall assign its rights and obligations under this Agreement (including, without limitation, its Pro Rata Share of the Commitment and the Advances owing to it) and the other Loan Documents at par value pursuant to an Assignment and Assumption substantially in the form attached as Exhibit A, subject to the consent of the Administrative Agent (such consent not to be unreasonably withheld or delayed).

11.5. Independence of Covenants. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or be otherwise within the limitations of, another covenant shall not avoid the occurrence of an Event of Default or Unmatured Event of Default if such action is taken or condition exists, and if a particular action or condition is expressly permitted under any covenant, unless expressly limited to such covenant, the fact that it would not be permitted under the general provisions of another covenant shall not constitute an Event of Default or Unmatured Event of Default if such action is taken or condition exists.

11.6. Notices and Delivery. Except as set forth in Section 2.12 or as otherwise specifically provided herein, any consent, notice or other communication herein required or permitted to be given shall be in writing and may be personally served, telecopied or sent by courier service or United States mail and shall be deemed to have been given when delivered in person or by courier service, upon receipt of a telecopy (or on the next Business Day if such telecopy is received on a non-Business Day or after 5:00 P.M. on a Business Day) or four (4) Business Days after deposit in the United States mail (registered or certified, with postage prepaid and properly addressed). Notices to Administrative Agent pursuant to Article 2 shall not be effective until received by Administrative Agent. For the purposes hereof, the addresses of the parties hereto (until notice of a change thereof is delivered as provided in this Section 11.6) shall be as set forth below each party’s name on the signature pages hereof, or, as to each party, at such other address as may be designated by such party in a written notice to all of the other

Page 101

parties. All deliveries to be made to Administrative Agent for distribution to the Lenders shall be made to Administrative Agent at the address specified for notice on the signature page hereto and in addition, a sufficient number of copies of each such delivery shall be delivered to Administrative Agent for delivery to each Lender at the address specified for deliveries on the signature page hereto or such other address as may be designated by Administrative Agent in a written notice.

11.7. Survival of Warranties, Indemnities and Agreements. All agreements, representations, warranties and indemnities made or given herein shall survive the execution and delivery of this Agreement and the other Loan Documents and the making and repayment of the Advances hereunder and such indemnities shall survive termination hereof.

11.8. Failure or Indulgence Not Waiver: Remedies Cumulative. No failure or delay on the part of Administrative Agent or any Lender in the exercise of any power, right or privilege under any of the Loan Documents shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. All rights and remedies existing under the Loan Documents are cumulative to and not exclusive of any rights or remedies otherwise available.

11.9. Payments Set Aside. To the extent that Borrower makes a payment or payments to Administrative Agent or the Lenders, or Administrative Agent or the Lenders exercise their rights of setoff, and such payment or payments or payments or the proceeds of such setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the Obligation or part thereof originally intended to be satisfied, and all rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred.

11.10. Severability. In case any provision in or obligation under this Agreement or the other Loan Documents shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby, provided, however, that if the rates of interest or any other amount payable hereunder, or the collectability thereof, are declared to be or become invalid, illegal or unenforceable, the Lenders’ obligations to make Advances shall not be enforceable.

11.11. Headings. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

Page 102

11.12. Governing Law; Waiver. THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA.

11.13. Limitation of Liability. To the extent permitted by applicable law and other than with respect to gross negligence or willful misconduct, no claim may be made by Borrower, any Lender or any other Person against Administrative Agent or any Lender, or the affiliates, directors, officers, employees, attorneys or agents of any of them, for any special, indirect, consequential or punitive damages in respect of any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and Borrower and each Lender hereby waive, release and agree not to xxx upon any claim for any such damages, whether or not accrued and whether or not known or suspected to exist in its favor.

11.14. Successors and Assigns. This Agreement and the other Loan Documents shall be binding upon the parties hereto and their respective successors and assigns and shall inure to the benefit of the parties hereto and the successors and permitted assigns of Administrative Agent and the Lenders. The terms and provisions of this Agreement shall inure to the benefit of any permitted assignee or transferee of the Advances and the Pro Rata Shares of the Commitment of the Lenders under this Agreement, and in the event of such transfer or assignment, the rights and privileges herein conferred upon Administrative Agent and the Lenders shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions hereof. Borrower’s and the REIT’s rights and interests hereunder and under the other Loan Documents, and Borrower’s and the REIT’s duties and Obligations hereunder and under the other Loan Documents, shall not be assigned or otherwise transferred without the consent of all the Lenders.

11.15. Consent to Jurisdiction and Service of Process; Waiver of Jury Trial. ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST BORROWER WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE, AND ALL JUDICIAL PROCEEDINGS BROUGHT BY BORROWER WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE, BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION HAVING SITUS WITHIN THE BOUNDARIES OF THE FEDERAL COURT DISTRICT OF THE SOUTHERN DISTRICT OF CALIFORNIA, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, BORROWER ACCEPTS, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY FINAL JUDGMENT RENDERED THEREBY FROM WHICH NO APPEAL HAS BEEN TAKEN OR IS AVAILABLE. BORROWER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO ITS NOTICE ADDRESS SPECIFIED ON THE SIGNATURE PAGES HEREOF. BORROWER, ADMINISTRATIVE AGENT AND THE LENDERS IRREVOCABLY WAIVE (A) TRIAL BY JURY IN ANY ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, AND (B) ANY OBJECTION (INCLUDING WITHOUT LIMITATION, ANY

Page 103

OBJECTION OF THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY JURISDICTION SET FORTH ABOVE. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF ADMINISTRATIVE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST BORROWER IN THE COURTS OF ANY OTHER JURISDICTION.

11.16. Counterparts; Effectiveness; Inconsistencies. This Agreement and any amendments, waivers, consents or supplements hereto may be executed in counterparts, each of which when so executed and delivered shall be deemed an original, but all of which, taken together, shall constitute but one and the same instrument. This Agreement shall become effective when (i) Borrower, the initial Lenders and Administrative Agent have duly executed and delivered signature pages of this Agreement to each other (delivery by Borrower to the Lenders and by any Lender to Borrower and any other Lender being deemed to have been made by delivery to Administrative Agent) and (ii) Administrative Agent has received all fees due under its separate agreement with Borrower. Administrative Agent shall send written confirmation of the Closing Date to Borrower and each other Lender promptly following the occurrence thereof. This Agreement and each of the other Loan Documents shall be construed to the extent reasonable to be consistent one with the other, but to the extent that the terms and conditions of this Agreement are actually and directly inconsistent with the terms and conditions of any other Loan Document, this Agreement shall govern.

11.17. Performance of Obligations. Borrower agrees that Administrative Agent may, but shall have no obligation to, make any payment or perform any act required of Borrower under any Loan Document which Borrower has failed to make or do.

11.18. Construction. The parties to this Agreement acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments or exhibits hereto.

11.19. Entire Agreement. This Agreement, taken together with all of the other Loan Documents and all certificates and other documents delivered by Borrower to Administrative Agent, embodies the entire agreement and supersede all prior agreements, written and oral, relating to the subject matter hereof.

11.20. Assignments and Participations.

(a) After first obtaining the approval of Administrative Agent and Borrower (provided that the approval of Borrower shall not be required upon the occurrence and during the continuance of any Event of Default), which approval shall not be unreasonably withheld or delayed, each Lender may assign to one or more banks or financial institutions, all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Pro Rata Share of the Commitment and the Advances owing to it) and the other Loan Documents; provided, however, that (i) each such assignment shall be of a constant, and not a

Page 104

varying, percentage of the assigning Lender’s rights and obligations under this Agreement and the other Loan Documents, and such percentage of the assigning Lender’s rights and obligations shall be the same percentage with respect to both such Lender’s Pro Rata Share of the Commitment and Advances, (ii) the aggregate amount of the Pro Rata Share of the Commitment of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Assumption with respect to such assignment) shall in no event be less than Ten Million Dollars ($10,000,000), (iii) the parties to each such assignment shall execute and deliver to Administrative Agent, for its approval and acceptance, an Assignment and Assumption, (iv) Administrative Agent shall receive from the assignor a processing fee of Three Thousand Dollars ($3,000) and (v) if such assignment is less than all of the Pro Rata Share of the Commitment of the assigning Lender, after giving effect to such assignment, the aggregate amount of the Pro Rata Share of the Commitment of the assigning Lender shall in no event be less than Fifteen Million Dollars ($15,000,000). Without restricting the right of Borrower or Administrative Agent to reasonably object to any bank or financial institution becoming an assignee of an interest of a Lender hereunder, each proposed assignee must be an existing Lender or a bank or financial institution which (A) has (or, in the case of a bank which is a subsidiary, such bank’s parent has) a rating of its senior unsecured debt obligations of not less than Baa-2 by Xxxxx’x Investors Service, Inc. or a comparable rating by a rating agency acceptable to Administrative Agent and (B) has total assets in excess of Ten Billion Dollars ($10,000,000,000). Unless Administrative Agent or Borrower gives written notice to the assigning Lender that it objects to the proposed assignment that otherwise satisfies the requirements of this Section 11.20(a) (together with a written explanation of the reasons behind such objection) within ten (10) Business Days following receipt of the assigning Lender’s written request for approval of the proposed assignment, Administrative Agent or Borrower, as the case may be, shall be deemed to have approved such assignment. Upon such execution, delivery, approval and acceptance, and upon the effective date specified in the applicable Assignment and Assumption, (X) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Assumption, have the rights and obligations of a Lender hereunder, and (Y) the assigning Lender thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Assumption, relinquish its rights and be released from its obligations under this Agreement.

(b) By executing and delivering an Assignment and Assumption, the assigning Lender thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Assumption, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this Agreement or any other Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of the REIT or Borrower or the performance or observance by the REIT or Borrower of any of their respective obligations under any Loan Document or any other instrument or document furnished pursuant hereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Article 4 or delivered pursuant to Article 5 to the date of such assignment and such other Loan Documents and other

Page 105

documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Assumption; (iv) such assignee will, independently and without reliance upon Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee appoints and authorizes Administrative Agent to take such action as Administrative Agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto; and (vi) such assignee agrees that it will perform in accordance with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a Lender.

(c) Administrative Agent shall maintain, at its address referred to on the counterpart signature pages hereof, a copy of each Assignment and Assumption delivered to and accepted by it and shall record in the Loan Account the names and addresses of each Lender and the Pro Rata Share of the Commitment of, and principal amount of the Advances owing to, such Lender from time to time. Borrower, Administrative Agent and the Lenders may treat each Person whose name is recorded in the Loan Account as a Lender hereunder for all purposes of this Agreement.

(d) Upon its receipt of an Assignment and Assumption executed by an assigning Lender and an assignee approved by Administrative Agent and Borrower as provided in Section 11.20(a), Administrative Agent shall, if such Assignment and Assumption has been properly completed and is in substantially the form of Exhibit A, (i) accept such Assignment and Assumption, (ii) record the information contained therein in the Loan Account, and (iii) give prompt notice thereof to Borrower. Upon request, Borrower will execute and deliver to Administrative Agent an appropriate replacement promissory note or replacement promissory notes in favor of each assignee (and assignor, if such assignor is retaining a portion of its Pro Rata Share of the Commitment and Advances) reflecting such assignee’s (and assignor’s) Pro Rata Share of the Commitment. Upon execution and delivery of such replacement promissory note(s) the original promissory note or notes evidencing all or a portion of the Pro Rata Share of the Commitment and Advances being assigned shall be canceled and returned to Borrower.

(e) Each Lender may sell participations to one or more banks or other entities in or to all or a portion of its rights and obligations under this Agreement without the consent of any other party to this Agreement (including, without limitation, all or a portion of its Pro Rata Share of the Commitment and the Advances owing to it) and the other Loan Documents; provided, however, that (i) such Lender’s obligations under this Agreement (including, without limitation, its obligation to fund its Pro Rata Share of the Commitment to Borrower hereunder) shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) the participating banks or other financial institutions shall not be a Lender hereunder for any purpose, (iv) Borrower, Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and with regard to any and all payments to be made under this Agreement, (v) the participation interest shall be expressed as a percentage of the granting Lender’s Pro Rata Share of the Commitment as it then exists and shall not restrict an increase in the Commitment, or in the granting Lender’s Pro Rata Share of the Commitment, so

Page 106

long as the amount of the participation interest is not affected thereby and (vi) the consent of the holder of such participation interest shall not be required for amendments or waivers of provisions of the Loan Documents and the holder of any such participation shall not be entitled to voting rights under their participation agreement except for voting rights with respect to (A) extensions of the Maturity Date beyond the extension option term; and (B) decreases in the interest rates or fees described in this Agreement.

(f) Borrower will use reasonable efforts to cooperate with Administrative Agent and the Lenders in connection with the assignment of interests under this Agreement or the sale of participations herein.

(g) Notwithstanding anything in this Agreement to the contrary, and without the need to comply with any of the formal or procedural requirements of this Agreement, including Section 11.20, any Lender may at any time and from time to time pledge and assign all or any portion of its rights under all or any of the Loan Documents to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from its obligations thereunder.

(h) Notwithstanding anything in this Agreement to the contrary, any Lender may assign all or any portion of its rights and obligations under this Agreement to another branch or Affiliate of such Lender without first obtaining the approval of Administrative Agent and Borrower, provided that (i) at the time of such assignment such Lender is not a Defaulting Lender, (ii) such Lender gives Administrative Agent and Borrower at least fifteen (15) days’ prior written notice of any such assignment, (iii) the parties to each such assignment execute and deliver to Administrative Agent an Assignment and Assumption, and (iv) Administrative Agent receives from assignor a processing fee of Three Thousand Dollars ($3,000).

(i) No Lender shall be permitted to assign or sell all or any portion of its rights and obligations under this Agreement to Borrower or any Affiliate of Borrower.

(j) The dissemination or disclosure by any Lender to any prospective assignee or participant of any confidential information obtained by Administrative Agent or the Lenders pursuant to this Agreement or in connection with the Advances is subject to the terms of Section 5.3.

(k) Xxxxx Fargo agrees that, so long as Well Fargo is the Administrative Agent under this Agreement, it will not assign all or any portion of its rights and obligations under this Agreement if, after giving effect to such assignment or sale, Xxxxx Fargo’s Pro Rata Share of the Commitment would be less than that of the Lender with the next largest Pro Rata Share of the Commitment, provided, however, that in no event shall Xxxxx Fargo be required to increase its Pro Rata Share above that which exists on the Closing Date.

11.21. Tax Shelter Regulations. Neither Borrower, any guarantor, any non-borrower trustor, nor any subsidiary of any of the foregoing intends to treat or has treated the Loan or transactions contemplated by this Agreement and the other Loan Documents as being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4). If Borrower or any other party to the Loan determines to take, or has otherwise taken, any action inconsistent with such intention, Borrower will promptly notify the Lenders thereof. If the

Page 107

Borrower so notifies the Lenders, Borrower acknowledges that Lenders may treat the Loan as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and such Lenders will maintain the lists and other records, including the identity of the applicable party to the Loan as required by such Treasury Regulation.

Page 108

IN WITNESS WHEREOF, this Agreement has been duly executed as of the date set forth above.


BORROWER:		ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership


		By:		ARDEN REALTY, INC., a Maryland corporation, Its sole general partner


				By:		/s/ XXXXXXX X. XXXXX

				Name:		Xxxxxxx X. Xxxxx

				Its:		Executive Vice President and Chief Financial Officer


		ADDRESS FOR NOTICE AND DELIVERY:

		Arden Realty Limited Partnership 00000 Xxxxxxxx Xxxxxxxxx, 0^xx Xxxxx Xxx Xxxxxxx, XX 00000-0000 Attention: Xxxxxxx X. Xxxxx

		Tel: (000) 000-0000 Fax: (000) 000-0000

S-1


ADMINISTRATIVE AGENT:		XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent


		By:		/s/ XXXXX X. XXXXXXX

		Name:		Xxxxx X. Xxxxxxx

		Its:		Assistant Vice President


		ADDRESS FOR NOTICE AND DELIVERY:

		Xxxxx Fargo Bank, N.A. Real Estate Group MAC E2800-171 00000 Xxxxxxxx Xxxxxxxxx, 00xx Xxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Office Manager

		Tel: (000) 000-0000 Fax: (000) 000-0000

S-2


LENDERS		XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender


		By:		/s/ XXXXX X. XXXXXXX

		Name:		Xxxxx X. Xxxxxxx

		Its:		Assistant Vice President


		ADDRESS FOR NOTICE AND DELIVERY:

		Xxxxx Fargo Bank, N.A. Real Estate Group MAC E2800-171 00000 Xxxxxxxx Xxxxxxxxx, 00xx Xxxxx Xxx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Office Manager

		Tel: (000) 000-0000 Fax: (000) 000-0000

		LIBOR OFFICE:

		Real Estate Group Disbursement Center 0000 Xxxx Xxxx Xxxxx, Xxxxx 000 Xx Xxxxxxx, Xxxxxxxxxx 00000 Attention: Xxxxxxx Xxxxxxx

		Tel: (000) 000-0000 Fax: (000) 000-0000

S-3


		AMSOUTH BANK, as a Lender


		By		/s/ XXX XXXXXXX


		Name		Xxx Xxxxxxx


		Its		Assistant Vice President


		ADDRESS FOR NOTICE AND DELIVERY:

		AmSouth Bank 0000 0^xx Xxxxxx, Xxxxx, XXX 00 Xxxxxxxxxx, Xxxxxxx 00000 Attention: Xxx Xxxxxxx

		Tel: (000) 000-0000 Fax: (000) 000-0000

		LIBOR OFFICE:

		AmSouth Bank 0000 0^xx Xxxxxx, Xxxxx, XXX 00 Xxxxxxxxxx, Xxxxxxx 00000 Attention: Xxxxxxx X. Xxxxxxx

		Tel: (000) 000-0000 Fax: (000) 000-0000

S-4


		JPMORGAN CHASE BANK, N.A., as a Lender and as a Syndication Agent


		By		/s/ XXXXXXX XXXXX


		Name		Xxxxxxx Xxxxx


		Its		Associate


		ADDRESS FOR NOTICE AND DELIVERY:

		JPMorgan Chase Bank, N.A.
		000 Xxxxx Xxxxxxxx, 0xx Xxxxx
		Xxxxxxx, Xxxxxxxx 00000
		Attention: Xxxxxxx X. X’Xxxxx


	Tel: (000) 000-0000 Fax: (000) 000-0000


		LIBOR OFFICE:

		000 Xxxxx Xxxxxxxx, 0xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxx Xxxxx

		Tel: (000) 000-0000 Fax: (000) 000-0000

S-5


		DEUTSCHE BANK TRUST COMPANY AMERICAS, as a Lender and as a Syndication Agent


		By		/s/ XXXXXX XXXXX


		Name		Xxxxxx Xxxxx


		Its		Vice President



		By		/s/ XXXXXX X. XXXXXX


		Name		Xxxxxx X. Xxxxxx


		Its		Managing Director


		ADDRESS FOR NOTICE AND DELIVERY:

		Real Estate Asset Management 000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxx, Xxxxx 00000 Attention: Xxx Xxxxxx

		Tel: (000) 000-0000 Fax: (000) 000-0000

		LIBOR OFFICE:

		00 Xxxxxx Xxxxxx M/S JCY05-199 Xxxxxx Xxxx, XX 00000 Attn: Xxxxxx Xxxxxxx

		Tel: (000) 000-0000 Fax: (000) 000-0000

S-6


		XXXXXX COMMERCIAL PAPER INC., as a Lender

By:

/s/ XXXXXX X. XXXXXX

Name:

Xxxxxx X. Xxxxxx

Its:

Authorized Signatory


		ADDRESS FOR NOTICE AND DELIVERY:

		Xxxxxx Commercial Paper Inc. 000 0^xx Xxxxxx, 00^xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attn: Xxxxx Xxx

		Tel: (000) 000-0000 Fax: (000) 000-0000

		LIBOR OFFICE:

		Xxxxxx Commercial Paper Inc. 000 0^xx Xxxxxx, 00^xx Xxxxx Xxx Xxxx, XX 00000 Attn: Xxxxx Xxxx

		Tel: (000) 000-0000 Fax: (000) 000-0000

S-7


		PNC BANK, NATIONAL ASSOCIATION, as a Lender and as Documentation Agent


		By		/s/ XXXX XXXX XXXXXXXX


		Its		Senior Vice President


		ADDRESS FOR NOTICE AND DELIVERY:

		PNC Bank, National Association Real Estate Banking, 00^xx Xxxxx XX-XXXX-00-0 Xxx XXX Xxxxx 000 Xxxxx Xxxxxx Xxxxxxxxxx, XX 00000-0000 Attention: Xx. Xxxx Xxxxxxxxxxxx

		Tel: (000) 000-0000 Fax: (000) 000-0000

		LIBOR OFFICE:

		000 0^xx Xxxxxx, X0-XXX X-00-X Xxxxxxxxxx, XX 00000 Attention: Xxxxx Xxxxxxx

		Tel: (000) 000-0000 Fax: (000) 000-0000

S-8


		U.S. BANK NATIONAL ASSOCIATION
		as a Lender

		By		/s/ XXXXX XXXX


		Its		Vice President


		ADDRESS FOR NOTICE AND DELIVERY:

		000 Xxxx Xxxxx Xxxxxx, 00^xx Xxxxx
		Xxx Xxxxxxx, Xxxxxxxxxx 00000
		Attention: Xxxxx Xxxx

		Tel: (000) 000-0000
		Fax: (000) 000-0000

		LIBOR OFFICE:

		000 Xxxx Xxxxx Xxxxxx, 00^xx Xxxxx
		Xxx Xxxxxxx, Xxxxxxxxxx 00000
		Attn: Xxxxxxx Xxxxxx

		Tel: (000) 000-0000
		Fax: (000) 000-0000

S-9


		WACHOVIA BANK, N.A.,
		as a Lender and as Syndication Agent

		By		/s/ XXXXXXX X. XXXX


		Name		Xxxxxxx X. Xxxx


		Its		Vice President



		ADDRESS FOR NOTICE AND DELIVERY:

		Wachovia Bank, N.A.
		000 X. Xxxxxxx Xxxxxx, XX-0000
		Xxxxxxxxx, XX 00000-0000
		Attention: Xxxxx Xxxx

		Tel: (000) 000-0000
		Fax: (000) 000-0000

		LIBOR OFFICE:

		Wachovia Bank, N.A.
		000 X. Xxxxxxx Xxxxxx, XX0000
		Xxxxxxxxx, XX 00000
		Attention: Xxxxxx Xxxxxxx

		Tel: (000) 000-0000
		Fax: (000) 000-0000

S-10

EXHIBIT A

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is dated as of ________, 200___, between ________(“Assignor”) and ________(“Assignee”).

RECITALS:

A. Assignor is a Lender under that certain Fourth Amended and Restated Revolving Credit Agreement dated as of July ___, 2005 (as amended, supplemented or modified from time to time, the “Credit Agreement”) entered into among Arden Realty Limited Partnership, a Maryland limited partnership (“Borrower”), the Lenders named therein, Xxxxx Fargo Bank, National Association, as Administrative Agent and Sole Lead Arranger, Deutsche Bank Trust Company Americas, Wachovia Bank, N.A., and JPMorgan Chase Bank, N.A., as Syndication Agents, and PNC Bank, National Association, as Documentation Agent. Capitalized terms used in this Agreement without definition have the same meanings as in the Credit Agreement.

B. Assignor desires to assign to Assignee, and Assignee desires to accept and assume, [a portion of] the rights and obligations of Assignor under the Credit Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

1. Assignment.

(a) Effective on the Assignment Effective Date (as defined in Section 3 below), Assignor hereby assigns to Assignee the Assigned Share (as defined below) of all of Assignor’s rights, title, interest and obligations under the Credit Agreement and other Loan Documents, including without limitation those relating to Assignor’s Pro Rata Share of the Commitment and Advances. The Assigned Share of all such rights, title, interest and obligations is referred to collectively as the “Assigned Rights and Obligations”.

(b) The “Assigned Share” means (a) a $________portion of the Commitment on the Assignment Effective Date, and (b) the aggregate amount of all Advances outstanding under the Credit Agreement on the Assignment Effective Date that is attributable to the percentage of the Commitment represented by the Assigned Share. The Pro Rata Share represented by the Assigned Share, and the Pro Rata Share, if any, retained by Assignor, shall be as specified on the signature pages of this Agreement.

2. Assumption. Effective on the Assignment Effective Date, Assignee hereby accepts the foregoing assignment of, and hereby assumes from Assignor, the Assigned Rights and Obligations.

3. Effectiveness. This Agreement shall become effective on a date (the “Assignment Effective Date”) selected by Assignor, which shall be on or as soon as practicable after the

Page 1 of 8

execution and delivery of counterparts of this Agreement by Assignor, Assignee, Administrative Agent and (unless otherwise provided in Section 11.20 of the Credit Agreement) Borrower. Assignor shall promptly notify Assignee, Administrative Agent and Borrower in writing of the Assignment Effective Date.

4. Payments on Assignment Effective Date. In consideration of the assignment by Assignor to and the assumption by Assignee of the Assigned Rights and Obligations, on the Assignment Effective Date (a) Assignee shall pay to Assignor such amounts as are specified in any written agreement or exchange of letters between them, and (b) Assignee shall pay to Administrative Agent an assignment processing fee of $3,000.

5. Allocation and Payment of Interest and Fees.

(a) Administrative Agent shall pay to Assignee all interest, Facility Fees and other amounts not constituting principal that are paid by or on behalf of Borrower pursuant to the Loan Documents and are attributable to the Assigned Rights and Obligations (“Borrower Amounts”), that accrue on and after the Assignment Effective Date. If Assignor receives or collects any such Borrower Amounts, Assignor shall promptly pay them to Assignee.

(b) Administrative Agent shall pay to Assignor all Borrower Amounts that accrue before the Assignment Effective Date when and as the same are paid by Administrative Agent to the other Lenders. If Assignee receives or collects any such Borrower Amounts, Assignee shall promptly pay such amounts to Assignor.

(c) Unless specifically assumed by Assignee, Assignor shall be responsible and liable for all reimbursable Liabilities and Costs and indemnification obligations which accrue under Section 10.7 of the Credit Agreement prior to the Assignment Effective Date and such liability shall survive the Assignment Effective Date.

(d) Administrative Agent shall not be liable for any allocation or payment to either Assignor or Assignee subsequently determined to be erroneous, unless resulting from Administrative Agent’s willful misconduct or gross negligence.

6. Representations and Warranties.

(a) Each of Assignor and Assignee represents and warrants to the other and to Administrative Agent as follows:

(i) It has full power and authority, and has taken all action necessary, to execute and deliver this Agreement and to fulfill its obligations under, and to consummate the transactions contemplated by, this Agreement;

(ii) The making and performance of this Agreement and all documents required to be executed and delivered by it hereunder do not and will not violate any law or regulation applicable to it;

(iii) This Agreement has been duly executed and delivered by it and constitutes its legal, valid and binding obligation enforceable in accordance with its terms; and

Page 2 of 8

(iv) All approvals, authorizations or other actions by, or filings with, any governmental authority necessary for the validity or enforceability of its obligations under this Agreement have been made or obtained.

(b) Assignor represents and warrants to Assignee that Assignor owns the Assigned Rights and Obligations free and clear of any lien or other encumbrance.

(i) Assignee has made and shall continue to make its own independent investigation of the financial condition, affairs and creditworthiness of Borrower and any other person or entity obligated under the Loan Documents (collectively, “Credit Parties”); and

(ii) Assignee has received copies of the Loan Documents and such other documents, financial statements and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement.

(d) Assignee represents and warrants to Assignor, Administrative Agent and Borrower that Assignee is either:

(i) another branch or Affiliate of Assignor; or

(ii) an existing Lender under the Credit Agreement as of the date hereof; or

(iii) is a bank or financial institution of the type described in the second sentence of Section 11.20(a) of the Credit Agreement.

7. No Assignor Responsibility. Assignor makes no representation or warranty regarding, and assumes no responsibility to Assignee for:

(a) the execution (by any party other than Assignor), effectiveness, genuineness, validity, enforceability, collectability or sufficiency of the Loan Documents or any representations, warranties, recitals or statements made in the Loan Documents or in any financial or other written or oral statement, instrument, report, certificate or any other document made or furnished or made available by Assignor to Assignee or by or on behalf of any Credit Party to Assignor or Assignee in connection with the Loan Documents and the transactions contemplated thereby;

(b) the performance or observance of any of the terms, covenants or agreements contained in any of the Loan Documents or as to the existence or possible existence of any Unmatured Event of Default or Event of Default under the Loan Documents; or

(c) the accuracy or completeness of any information provided to Assignee, whether by Assignor or by or on behalf of any Credit Party.

Page 3 of 8

Assignor shall have no initial or continuing duty or responsibility to make any investigation of the financial condition, affairs or creditworthiness of any of the Credit Parties in connection with the assignment of the Assigned Rights and Obligations or to provide Assignee with any credit or other information with respect thereto, whether coming into its possession before the date hereof or at any time or times thereafter.

8. Assignee Bound By Credit Agreement. Effective on the Assignment Effective Date, Assignee (a) shall be deemed to be a party to the Credit Agreement, (b) agrees to be bound by the Credit Agreement to the same extent as it would have been if it had been an original Lender thereunder, and (c) agrees to perform in accordance with their respective terms all of the obligations which are required under the Loan Documents to be performed by it as a Lender. Assignee appoints and authorizes Administrative Agent to take such actions as agent on its behalf and to exercise such powers under the Loan Documents as are delegated to Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto.

9. Assignor Released From Credit Agreement. Effective on the Assignment Effective Date, Assignor shall be released from the Assigned Rights and Obligations; provided, however, that Assignor shall retain all of its rights to indemnification under the Credit Agreement and the other Loan Documents for any events, acts or omissions occurring before the Assignment Effective Date, and, to the extent not assumed by Assignee, Assignor shall continue to be responsible for the liabilities and obligations described in Section 5(c) of this Agreement and bound by the provisions of Section 5.3 of the Credit Agreement.

10. New Notes. On or promptly after the Assignment Effective Date, Borrower, Administrative Agent, Assignor and Assignee shall make appropriate arrangements so that new Notes executed by Borrower, dated the Assignment Effective Date and in the amount of the [respective] Commitment[s] of [Assignor and] Assignee, after giving effect to this Agreement, are issued to [Assignor and] Assignee, in exchange for the surrender by Assignor [and Assignee] to Borrower of any applicable outstanding Notes, marked “Exchanged”.

11. General.

(a) No term or provision of this Agreement may be amended, waived or terminated orally, but only by an instrument signed by the parties hereto.

(b) This Agreement may be executed in one or more counterparts. Each set of executed counterparts shall be an original. Executed counterparts may be delivered by facsimile transmission.

(c) If Assignor has not assigned its entire remaining Pro Rata Share of the Commitment and Advances to Assignee, Assignor may at any time and from time to time grant to others, subject to applicable provisions in the Credit Agreement, assignments of or participation in all of Assignor’s remaining Advances or Pro Rata Share of the Commitment.

(d) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Neither Assignor nor Assignee may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other and Agent and (unless otherwise provided in Section 11.20 of the Credit

Page 4 of 8

Agreement) Borrower. The preceding sentence shall not limit the right of Assignee to grant to others a participation in all or part of the Assigned Rights and Obligations subject to the terms of the Credit Agreement.

(e) All payments to Assignor or Assignee hereunder shall, unless otherwise specified by the party entitled thereto, be made in Dollars, in immediately available funds, and to the address or account specified on the signature pages of this Agreement. The address of Assignee for notice purposes under the Credit Agreement shall be as specified on the signature pages of this Agreement.

(f) If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions hereof will not be affected or impaired in any way.

(g) Each party shall bear its own expenses in connection with the preparation and execution of this Agreement.

(h) This Agreement shall be governed by and construed in accordance with the laws of the State of California.

12. [Foreign Withholding. On or before the Assignment Effective Date, Assignee shall comply with the provisions of Section 2.4(k) of the Credit Agreement. ]¹

¹	Include only if Assignee is a foreign institution.

Page 5 of 8

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


ASSIGNOR:


	By

	Printed Name

	Title


	Pro Rata Share:	___%
	Loan Commitment:	$

	Assignor’s Payment Instruction:







	ABA No.

	Account No.

	Reference:

	Telephone: (___)

	Telecopy: (___)


ASSIGNEE:

	By

	Printed Name

	Title


	ADDRESS FOR NOTICE AND DELIVERY:

	Address:



	Attn:




	Telephone: (___)

	Telecopy: (___)


	Pro Rata Share:	___%
	Loan Commitment:	$_________________

Page 6 of 8


		LIBOR OFFICE:

		Address:



		Attn:




		Telephone: (___)

		Telecopy: (___)


		Assignor’s Payment Instruction:







		ABA No.

		Account No.

		Reference:

		Telephone: (___)

		Telecopy: (___)

Page 7 of 8

ACKNOWLEDGED AND AGREED:


² BORROWER:	ARDEN REALTY LIMITED PARTNERSHIP, a
	Maryland limited partnership

	By:	ARDEN REALTY, INC.,
		a Maryland corporation,
		its sole general partner

		By
		Its

ADMINISTRATIVE AGENT:	XXXXX FARGO BANK, NATIONAL ASSOCIATION

	By


	Its

²	As required per Section 11.20 of the Credit Agreement.

Page 8 of 8

EXHIBIT X-x

FORM OF BID ADVANCE NOTE



$

FOR VALUE RECEIVED, ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership (“Borrower”), HEREBY PROMISES TO PAY to the order of ______ (“Lender”) the principal sum of ______ DOLLARS ($______) or if less, the aggregate unpaid principal amount of all “Bid Advances” disbursed by Lender under that certain Fourth Amended and Restated Revolving Credit Agreement dated as of July ___, 2005 (as amended, supplemented or modified from time to time, the “Credit Agreement”) entered into among Borrower, the Lenders named therein, Xxxxx Fargo Bank, National Association, as Administrative Agent and Sole Lead Arranger, Deutsche Bank Trust Company Americas, Wachovia Bank, N.A., and JPMorgan Chase Bank, N.A., as Syndication Agents, and PNC Bank, National Association, as Documentation Agent, together with interest on the unpaid principal balance hereof at the rate (or rates) determined in accordance with Section 2.4 of the Credit Agreement from the date such principal is advanced until it is paid in full. It is contemplated that there will be advances and payments under this Bid Advance Note from time to time, but no advances or payments under this Bid Advance Note (including payment in full of the unpaid balance of principal hereof prior to maturity) shall affect or impair the validity or enforceability of this Bid Advance Note as to future advances hereunder.

This Bid Advance Note is one of the Notes referred to in and governed by the Credit Agreement, which Credit Agreement, among other things, contains provisions for the acceleration of the maturity hereof and for the payment of certain additional sums to Lender upon the happening of certain stated events. Capitalized terms used in this Bid Advance Note without definition have the same meanings as in the Credit Agreement.

The principal amount of this Bid Advance Note, if not sooner paid as required pursuant to the Credit Agreement, will be due and payable, together with all accrued and unpaid interest and other amounts due and unpaid under the Credit Agreement, on the Maturity Date. Except as provided in Section 2.1(a)(ii)(A)(3), Borrower may not make any voluntary prepayments of all or a portion of this Bid Advance Note.

Interest on Absolute Rate Bid Advances is payable in arrears on the first Business Day of each month during the respective Fixed Rate Periods relating to the Bid Advances evidenced hereby, commencing with the first Business Day of the first calendar month to begin after the date of this Bid Advance Note. Interest on Fixed Rate Bid Advances shall be payable in arrears at the end of each Interest Period applicable to such Bid Advance, but in no event less frequently than once every three months with respect to such Interest Period. Interest will be computed on the basis of the actual number of days elapsed in the period during which interest accrues and a year of three hundred sixty (360) days. The Credit Agreement provides for the payment by Borrower of various other charges and fees, in addition to the interest charges described in the Credit Agreement, as set forth more fully in the Credit Agreement.

Page 1 of 3

All payments of any amount becoming due under this Bid Advance Note shall be made in the manner provided in the Credit Agreement, in Dollars.

Upon and after the occurrence of an Event of Default, unless such Event of Default is waived as provided in the Credit Agreement, this Bid Advance Note may, at the option of Requisite Lenders and without demand, notice or legal process of any kind, be declared by Administrative Agent, and in such case immediately shall become, due and payable. Upon and after the occurrence of certain Events of Default, this Bid Advance Note shall, as provided in the Credit Agreement, without any action by Lenders and without demand, notice or legal process of any kind, automatically and immediately become due and payable.

Demand, presentment, protest and notice of nonpayment and protest, notice of intention to accelerate maturity, notice of acceleration of maturity and notice of dishonor are hereby waived by Borrower. Subject to the terms of the Credit Agreement, including but not limited to, Section 11.4 of the Credit Agreement, Lender may extend the time of payment of this Bid Advance Note, postpone the enforcement hereof, grant any indulgences, release any party primarily or secondarily liable hereon or agree to any subordination of Borrower’s obligations hereunder without affecting or diminishing such Lender’s right of recourse against Borrower, which right is hereby expressly reserved.

This Bid Advance Note has been delivered and accepted at Los Angeles, California. This Bid Advance Note shall be interpreted in accordance with, and the rights and liabilities of the parties hereto shall be determined and governed by, the laws of the State of California.

In no contingency or event whatsoever shall interest charged in respect of the Advances evidenced hereby, however such interest may be characterized or computed, exceed the highest rate permissible under any law that a court of competent jurisdiction shall, in a final determination, deem applicable hereto. If such a court determines that Lender has received interest hereunder in excess of the highest rate applicable hereto, Lender shall, at Lender’s election, either (a) promptly refund such excess interest to Borrower or (b) credit such excess to the principal balance of the outstanding Advances held by that Lender. This provision shall control over every other provision of all agreements between Borrower and Lender.

Page 2 of 3

Whenever possible each provision of this Bid Advance Note shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Bid Advance Note shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Bid Advance Note.


		ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership

		By:		ARDEN REALTY, INC. a Maryland corporation, its sole general partner

				By

				Name:

				Its:

Page 3 of 3

EXHIBIT B-2

FORM OF
COMPETITIVE BID REQUEST


TO:		XXXXX FARGO BANK, NATIONAL ASSOCIATION,
		as Administrative Agent and Sole Lead Arranger
		0000 Xxxx Xxxx Xxxxx, Xxxxx 000
		Xx Xxxxxxx, Xxxxxxxxxx 00000
		Attention: Disbursement Administration

Reference is hereby made to the Fourth Amended and Restated Revolving Credit Agreement, dated as of July ___, 2005 (as amended, supplemented or modified from time to time, the “Credit Agreement”) entered into among Arden Realty Limited Partnership, a Maryland limited partnership (“Borrower”), the Lenders named therein, Xxxxx Fargo Bank, National Association, as Administrative Agent and Sole Lead Arranger, Deutsche Bank Trust Company Americas, Wachovia Bank, N.A., and JPMorgan Chase Bank, N.A., as Syndication Agents, and PNC Bank, National Association, as Documentation Agent. Terms with initial capital letters used but not defined herein have the meanings assigned to them in the Credit Agreement.

Pursuant to Section 2.1(a)(ii)(C) of the Credit Agreement and the attached Schedule I, this Competitive Bid Request represents the Borrower’s request that one or more Bid Advances (in the amount(s) and for the Fixed Rate Period(s) specified on Schedule I) be made to the Borrower on the date specified in Schedule I (the “Funding Date”). Proceeds of such Borrowing shall be deposited in the Borrower’s account provided in Section 2.1(b) of the Credit Agreement in same day funds on the Funding Date:

The Borrower hereby certifies that:

1. As of the Funding Date, all conditions set forth in Section 3.2 of the Credit Agreement to the disbursement of the Bid Advance(s) hereby requested will be satisfied;

2. The Borrower represents and warrants to the Lenders that all representations and warranties contained in the Credit Agreement will be true and correct in all material respects on and as of the Funding Date as though made on and as of the Funding Date (except to the extent that such representations and warranties expressly were made only as of a specific date).

3. The Bid Advance(s) requested hereby have been authorized by all necessary corporate or partnership action on the part of each of the REIT and the Borrower;

4. As of the requested Funding Date of the Bid Advance(s) requested hereby (before giving effect to the disbursement thereof but excluding the principal of any currently outstanding Bid Advances that mature on or before such requested Funding Date), the aggregate balance of all Bid Advances then outstanding will be $______

5. After giving effect to the disbursement of the Bid Advance(s) hereby requested: (i) the aggregate principal amount of all outstanding Advances will not exceed the

Page 1 of 3

applicable dollar limitations of Sections 2.1(a)(i)(1) and (2) of the Credit Agreement; and (ii) the aggregate principal amount of all Bid Advances then outstanding will not exceed the Bid Advance Limit; and

6. The proceeds of such Bid Advance(s) will be used for the purposes identified on Schedule I.

Date: _________, 200___


By:	ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership

	By:	Arden Realty, Inc., a Maryland corporation
	Its:	Sole General Partner
		By

		Name:

		Its:


cc:		Xxxxx. Fargo Bank, N.A.
		Real Estate Group
		MAC E2800-171
		00000 Xxxxxxxx Xxxxxxxxx, 00xx Xxxxx
		Xxx Xxxxxxx, Xxxxxxxxxx 00000
		Attention: Xxxxx X. Xxxxxxx

Page 2 of 3

SCHEDULE I
TO COMPETITIVE BID REQUEST

This is a Competitive Bid Request for one or more Bid Advances, as follows:

1. The Funding Date of the proposed Borrowing(s) is _________.¹

2. The aggregate principal amount of the Bid Advance(s) requested is $_________.²

3. The Bid Advance(s) requested shall be comprised of [Fixed Rate]/[Absolute Rate] Bid Advances.³

4. The requested principal amounts and Fixed Rate Periods⁴ for the requested Bid Advance(s) shall be:


Principal Amount				Fixed Rate Period
(a)
(b)
(c)

5. The purpose of the requested Bid Advance(s) is as follows:⁵

¹ Must be a Business Day.

² Insert the sum of the dollar amounts listed in paragraph 4.

³ The requested Bid Advances must all be either Fixed Rate Bid Advances or Absolute Bid Advances; Borrower may not request both a Fixed Rate Auction and an Absolute Rate Auction with respect to the same Funding Date.

⁴ No more than three Fixed Rate Periods may be requested in a single Competitive Bid Request.

⁵ Must be a purpose permitted under Section 6.1(i) of the Credit Agreement.

Page 3 of 3

EXHIBIT B-3

FORM OF
COMPETITIVE BID


TO:		XXXXX FARGO BANK, NATIONAL ASSOCIATION,
		as Administrative Agent and Sole Lead Arranger
		0000 Xxxx Xxxx Xxxxx, Xxxxx 000
		Xx Xxxxxxx, Xxxxxxxxxx 00000
		Attention: Disbursement Administration

Pursuant to Section 2.l(a)(ii)(C)(3) of the Credit Agreement, the undersigned, in response to the Borrower’s Competitive Bid Request dated _________, ___, offers (subject to the terms and conditions of the Credit Agreement) to make (a) Bid Advance(s) in the principal amount(s), at the interest rate(s) and for the Fixed Rate Period(s) set forth below:¹


Funding Date:				²

Aggregate Maximum Principal Amount of all Bid Advances offered hereby that may be accepted:				$

Bid Loan Interest Period(s)				³

¹ Unless, pursuant to the Credit Agreement, this Competitive Bid is to be disregarded, Administrative Agent is to communicate the contents of this Competitive Bid to the Borrower as follows: Arden Realty Limited Partnership, 0000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000, Attn: ___.

² From Borrower’s Competitive Bid Request.

³ From Borrower’s Competitive Bid Request. If the Competitive Bid Request requests offers with respect to more than one Fixed Rate Period and the submitting Lender wishes to make offers with respect to more than one request, such offers should be set out separately for each Fixed Rate Period.

Page 1 of 4


	Offer 1:⁴

	Principal Amount	$ ⁵

	Interest Rate:	[Absolute Rate of ___%]⁶
		[LIBOR Bid Margin of +/- ___%]

	Offer 2:

	Principal Amount	$

	Interest Rate:	[Absolute Rate of ___%]/
		[LIBOR Bid Margin of +/- ___%]

	Offer 3:

	Principal Amount	$

	Interest Rate:	[Absolute Rate of ___%]/
		[LIBOR Bid Margin of +/- ___%]

[If more than one offer submitted:

Maximum aggregate principal amount of offers that may be accepted with respect to this Fixed Rate Period: $____________________.]

Bid Loan Interest Period(s)		_________________________________


	Offer 1:

	Principal Amount	$

	Interest Rate:	[Absolute Rate of ___%]
		[LIBOR Bid Margin of +/- ___%]

⁴ Up to three offers may be submitted for each Fixed Rate Period specified in Borrower’s Competitive Bid Request. If more than one offer is submitted with respect to a particular Fixed Rate Period, the submitting Lender should specify the maximum principal amount of such offers that may be accepted.

⁵ Cannot exceed the aggregate amount requested by the Borrower. Must be in an amount equal to $5,000,000 or an integral multiple of $1,000,000 in excess thereof.

⁶ Select one or the other, as specified in Borrower’s Competitive Bid Request. In the case of a LIBOR Bid Margin, indicate whether the offered margin is above (+) or below (-) the LIBOR Rate. Interest rates should be quoted to the nearest one-hundredth of a percent.

Page 2 of 4


	Offer 2:

	Principal Amount	$

	Interest Rate:	[Absolute Rate of ___%]/
		[LIBOR Bid Margin of +/- ___%]

	Offer 3:

	Principal Amount	$

	Interest Rate:	[Absolute Rate of ___%]/
		[LIBOR Bid Margin of +/- ___%]

[If more than one offer submitted:

Maximum aggregate principal amount of offers that may be accepted with respect to this Fixed Rate Period: $___________________.]

Bid Loan Interest Period(s)		_________________________________

	Offer 1:

	Principal Amount	$

	Interest Rate:	[Absolute Rate of ___%]
		[LIBOR Bid Margin of +/- ___%]

	Offer 2:

	Principal Amount	$

	Interest Rate:	[Absolute Rate of ___%]/
		[LIBOR Bid Margin of +/- ___%]

	Offer 3:

	Principal Amount	$

	Interest Rate:	[Absolute Rate of ___%]/
		[LIBOR Bid Margin of +/- ___%]

[If more than one offer submitted:

Maximum aggregate principal amount of offers that may be accepted with respect to this Fixed Rate Period: $___________________.]

Submitting Lender:

Page 3 of 4


Person to Contact at Submitting Lender:


		phone:


		fax:

The undersigned Lender understands and agrees that the submission of this Competitive Bid irrevocably obligates the undersigned to make the Bid Advance(s) described herein for which any offer(s) are accepted, in whole or in part, subject only to the satisfaction of the applicable conditions precedent set forth in the Credit Agreement.


		Very truly yours,

		[NAME OF SUBMITTING LENDER]⁷

		By:

		Its:

⁷ Unless, pursuant to the Credit Agreement, this Competitive Bid is to be disregarded, this Competitive Bid must be executed on behalf of the submitting Lender.

Page 4 of 4

EXHIBIT C

FORM OF COMPLIANCE CERTIFICATE

To: Xxxxx Fargo Bank, National Association, as Administrative Agent and Sole Lead Arranger

This Compliance Certificate is made with reference to that certain Fourth Amended and Restated Revolving Credit Agreement dated as of July ___, 2005 (as amended, supplemented or modified from time to time, the “Credit Agreement”) entered into among Arden Realty Limited Partnership, a Maryland limited partnership (“Borrower”), the Lenders named therein, Xxxxx Fargo Bank, National Association, as Administrative Agent and Sole Lead Arranger, Deutsche Bank Trust Company Americas, Wachovia Bank, N.A., and JPMorgan Chase Bank, N.A., as Syndication Agents, and PNC Bank, National Association, as Documentation Agent. All capitalized terms used in this Compliance Certificate and not otherwise defined in this Compliance Certificate shall have the meanings set forth for such terms in the Credit Agreement.

Borrower hereby certifies as follows:

	1.		At no time during the immediately preceding twelve consecutive month period prior to the date of this Compliance Certificate have any of the individuals who were directors of the REIT at the beginning of such period ceased to constitute a majority of the board of directors of the REIT.

	2.		As of the date of this Compliance Certificate, no Unmatured Event of Default or Event of Default has occurred and is continuing under Article 9 of the Credit Agreement.

	3.		As of ___, 200_, the Tangible Net Worth of the REIT and the Consolidated Entities is $___.

	4.		As of the date of this Compliance Certificate, (a) the aggregate amount of all Total Liabilities is $___, (b) Gross Asset Value is $ ___, and (c) the aggregate amount of all such Total Liabilities divided by such Gross Asset Value is equal to ___%.

	5.		As of ___, 200___, the Fixed Charge Coverage Ratio is ___to 1.00.

	6.		As of the date of this Compliance Certificate, (a) the unsecured Total Liabilities of the REIT and Consolidated Entities are $___, (b) the Unencumbered Asset Value is $___, and (c) the Unencumbered Asset Value is ___% of the unsecured Total Liabilities of the REIT and Consolidated Entities.

	7.		As of ___, 200_, the Unsecured Interest Expense Coverage Ratio of the REIT and the Consolidated Entities is ___to 1.00.

Page 1 of 1

	8.		(a) The aggregate distributions (as defined in Section 8.7(a)) to shareholders of the REIT and all partners of the Borrower for the four (4) consecutive full Fiscal Quarters immediately preceding the date of this Certificate was $___, (b) the Funds from Operations for that same period were $___, and (c) the aggregate distributions for the period described above equal ___% of the Funds from Operations for that same period.

	9.		All financial covenant calculations have been performed in accordance with the Credit Agreement.

			Executed as of the date set forth below.

Dated: _____________, 200_


		ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership

		By:		ARDEN REALTY, INC., a Maryland corporation, Its sole general partner

				By

				Name:

				Its:

Page 2 of 2

EXHIBIT D

FORM OF FIXED RATE NOTICE

Arden Realty Limited Partnership
00000 Xxxxxxxx Xxxxxxxxx, 0xx Xxxxx
Xxx Xxxxxxx, XX 00000-0000
Attn: Chief Financial Officer

Re: Fourth Amended and Restated Revolving Credit Agreement dated as of July ___, 2005

Pursuant to the terms and provisions of Section 2.1(a)(i)(B) of that certain Fourth Amended and Restated Revolving Credit Agreement dated as of July ___, 2005 (as amended, supplemented or modified from time to time, the “Credit Agreement”) entered into among Arden Realty Limited Partnership, a Maryland limited partnership (“Borrower”), the Lenders named therein, Xxxxx Fargo Bank, National Association, as Administrative Agent and Sole Lead Arranger, Deutsche Bank Trust Company Americas, Wachovia Bank, N.A., and JPMorgan Chase Bank, N.A., as Syndication Agents, and PNC Bank, National Association, as Documentation Agent, Borrower has delivered to Administrative Agent a Notice of Borrowing, dated ___, ___, under which the LIBOR Rate has been selected as the basis upon which interest shall accrue on the LIBOR Advance identified in such Notice of Borrowing. All capitalized terms used in this Fixed Rate Notice and not otherwise defined shall have the meanings set forth for such terms in the Credit Agreement. In response to such Notice of Borrowing, and in accordance with Section 2.l(a)(i)(B)(3) of the Credit Agreement, Administrative Agent hereby confirms the following as applicable to such LIBOR Advance:

1. The Interest Period shall begin on (and include) ___, 200___, and shall end on (but exclude) ___, 200___;

2. The aggregate principal amount of the subject LIBOR Advance is $___; and

3. The LIBOR Rate applicable to such LIBOR Advance is ___% per annum.

Please review the foregoing for accuracy and completeness. Unless Administrative Agent receives written notice to the contrary within five (5) days of your receipt hereof this certificate shall serve as your acceptance that: (a) you have selected and accepted the LIBOR Rate as set forth above as a basis for calculating the effective rate for the LIBOR Advance and Interest Period set forth above; (b) the selection and acceptance of the LIBOR Rate is subject to the terms and conditions of the Notes and the Credit Agreement; and (c) you represent and warrant that no breach, failure of condition, Event of Default or Unmatured Event of Default exists under the Loan Documents.

Disbursement (or conversion) of the aforesaid LIBOR Advance is subject to the terms and conditions of the Credit Agreement. Please acknowledge the foregoing by executing

Page 1 of 2

and returning to Administrative Agent a copy of this Fixed Rate Notice. However, any failure to return such acknowledgment shall not impair or alter Borrower’s obligations under the subject LIBOR Advance.


Dated: ____________, 200__		XXXXX FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent and Sole Lead Arranger

		By:


		Name:


		Its:


ACKNOWLEDGED

ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership

By:		ARDEN REALTY, INC., a Maryland corporation, its sole general partner

		By:


		Name:


		Its:

Page 2 of 2

EXHIBIT E

FORM OF REPAYMENT GUARANTY

THIS REPAYMENT GUARANTY (“Guaranty”) is made as of July ___, 2005 by ARDEN REALTY, INC., a Maryland corporation (“Guarantor”), in favor of XXXXX FARGO BANK, NATIONAL ASSOCIATION (“Administrative Agent”), as administrative agent for itself and the other “Lenders” referred to in the Credit Agreement (defined in Recital A below). Capitalized terms used herein and not otherwise defined shall have the meanings set forth for such terms in the Credit Agreement.

RECITALS

Pursuant to the terms of that certain Fourth Amended and Restated Revolving Credit Agreement dated as of July ___, 2005 (as amended, supplemented or modified from time to time, the “Credit Agreement”) entered into among Arden Realty Limited Partnership, a Maryland limited partnership (“Borrower”), the Lenders named therein, Xxxxx Fargo Bank, National Association, as Administrative Agent and Sole Lead Arranger, Deutsche Bank Trust Company Americas, Wachovia Bank, N.A., and JPMorgan Chase Bank, N.A., as Syndication Agents, and PNC Bank, National Association, as Documentation Agent, Lenders have agreed to loan to Borrower the principal sum of up to THREE HUNDRED TEN MILLION AND NO/100THS DOLLARS ($310,000,000.00) (the “Loan”) for the purposes specified in the Credit Agreement.

The Credit Agreement provides that the Loan shall be evidenced by those certain Notes executed by Borrower payable to the order of Lenders. The term “Loan Documents” for purposes hereof shall mean the Credit Agreement, the Notes and those other documents described in the Credit Agreement as Loan Documents.

This Guaranty supersedes in its entirety the Repayment Guaranty dated as of August 9, 2002 executed by Guarantor in favor of Administrative Agent pursuant to the Prior Credit Agreement.

THEREFORE, to induce Lenders to enter into the Credit Agreement and to make the Loan, and in consideration thereof, Guarantor unconditionally guarantees and agrees as follows:

1. GUARANTY. Guarantor hereby guarantees and promises to pay to Lenders or order, on demand, in lawful money of the United States, in immediately available funds, the principal sum of THREE HUNDRED TEN MILLION AND NO/100THS DOLLARS ($310,000,000.00) or so much thereof as may be due and owing under the Notes or any of the other Loan Documents together with interest and any other sums payable under the Notes or any of the other Loan Documents.

2. REMEDIES. If Guarantor fails to promptly perform its obligations under this Guaranty, Lenders may from time to time, and without first requiring performance by Borrower or exhausting any or all security for the Loan, bring any action at law or in equity or both to compel Guarantor to perform its obligations hereunder, and to collect in any such action

Page 1 of 1

compensation for all loss, cost, damage, injury and expense sustained or incurred by Lenders as a direct or indirect consequence of the failure of Guarantor to perform its obligations together with interest thereon at the rate of interest applicable to the principal balance of the Notes.

3. RIGHTS OF LENDERS. Guarantor authorizes Lenders, without giving notice to Guarantor or obtaining Guarantor’s consent and without affecting the liability of Guarantor, from time to time to: (a) renew or extend all or any portion of Borrower’s obligations under the Notes or any of the other Loan Documents; (b) declare all sums owing to Lenders under the Notes and the other Loan Documents due and payable upon the occurrence of an Event of Default (as defined in the Credit Agreement) under the Loan Documents; (c) make non-material changes in the dates specified for payments of any sums payable in periodic installments under the Notes or any of the other Loan Documents; (d) otherwise modify the terms of any of the Loan Documents, except for (i) increases in the principal amount of the Notes or changes in the manner by which interest rates, fees or charges are calculated under the Notes and the other Loan Documents (Guarantor acknowledges that if the Notes or other Loan Documents so provide, said interest rates, fees and charges may vary from time to time) or (ii) advancement of the Maturity Date of the Notes where no default has occurred under the Loan Documents; (e) take and hold security for the performance of Borrower’s obligations under the Notes or the other Loan Documents and exchange, enforce, waive and release any such security; (f) apply such security and direct the order or manner of sale thereof as Lenders in their discretion may determine; (g) release, substitute or add any one or more endorsers of the Notes or guarantors of Borrower’s obligations under the Notes or the other Loan Documents; (h) apply payments received by Lenders from Borrower on account of the Loan Documents to any obligations of Borrower to Lenders thereunder, in such order as Lenders shall determine in their sole discretion, whether or not any such obligations are covered by this Guaranty; and (i) assign this Guaranty in whole or in part to any assignee of the Notes, subject to Section 11.20 of the Credit Agreement.

4. GUARANTOR’S WAIVERS. Guarantor waives: (a) any defense based upon any legal disability or other defense of Borrower, any other guarantor or other person, or by reason of the cessation or limitation of the liability of Borrower from any cause other than full payment of all sums payable under the Notes or any of the other Loan Documents; (b) any defense based upon any lack of authority of the officers, directors, partners or agents acting or purporting to act on behalf of Borrower or any principal of Borrower or any defect in the formation of Borrower or any principal of Borrower; (c) any defense based upon the application by Borrower of the proceeds of the Loan for purposes other than the purposes represented by Borrower to Lenders or intended or understood by Lenders or Guarantor; (d) any and all rights and defenses arising out of an election of remedies by Lenders, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed Guarantor’s rights of subrogation and reimbursement against the principal by the operation of Section 580d of the California Code of Civil Procedure or otherwise; (e) any defense based upon Lenders’ failure to disclose to Guarantor any information concerning Borrower’s financial condition or any other circumstances bearing on Borrower’s ability to pay all sums payable under the Notes or any of the other Loan Documents; (f) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in any other respects more burdensome than that of a principal; (g) any defense based upon Lenders’ election, in any proceeding instituted under the Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code or any successor statute; (h)

Page 2 of 2

any defense based upon any borrowing or any grant of a security interest under Section 364 of the Federal Bankruptcy Code; (i) any right of subrogation, any right to enforce any remedy which Lenders may have against Borrower and any right to participate in, or benefit from, any security for the Notes or the other Loan Documents now or hereafter held by Lenders; and (j) presentment, demand, protest and notice of any kind, except if and to the extent expressly required under any Loan Document. Guarantor agrees that the payment of all sums payable under the Notes or any of the other Loan Documents or any part thereof or other act which tolls any statute of limitations applicable to the Notes or the other Loan Documents shall similarly operate to toll the statute of limitations applicable to Guarantor’s liability hereunder. Without limiting the generality of the foregoing or any other provision hereof, Guarantor expressly waives to the extent permitted by law any and all rights and defenses which might otherwise be available to Guarantor under California Civil Code Sections 2787 to 2855, inclusive, 2899 and 3433 and under California Code of Civil Procedure Sections 580a, 580b, 580d and 726, or any of such sections.

5. GUARANTOR’S WARRANTIES. Guarantor warrants and acknowledges that: (a) Lenders would not make the Loan but for this Guaranty; (b) there are no conditions precedent to the effectiveness of this Guaranty; (c) Guarantor has established adequate means of obtaining from sources other than Lenders, on a continuing basis, financial and other information pertaining to Borrower’s financial condition and Borrower’s activities relating thereto and the status of Borrower’s performance of obligations under the Loan Documents, and Guarantor agrees to keep adequately informed from such means of any facts, events or circumstances which might in any way affect Guarantor’s risks hereunder and Lenders have made no representation to Guarantor as to any such matters; (d) the most recent financial statements of Guarantor previously delivered to Lenders are true and correct in all material respects, have been prepared in accordance with generally accepted accounting principles consistently applied (or other principles acceptable to Lenders) and fairly present the financial condition of Guarantor as of the respective dates thereof (subject to year-end adjustments), and no material adverse change has occurred in the financial condition of Guarantor since the respective dates thereof, and (e) Guarantor has not and will not, without the prior written consent of Lenders, sell, lease, assign, encumber, hypothecate, transfer or otherwise dispose of all or substantially all of Guarantor’s assets, or any substantial interest therein, other than in the ordinary course of Guarantor’s business or as expressly permitted by the Loan Documents.

6. SUBORDINATION. Guarantor subordinates all present and future indebtedness owing by Borrower to Guarantor to the obligations at any time owing by Borrower to Lenders under the Notes and the other Loan Documents. Guarantor agrees to make no claim for such indebtedness until all obligations of Borrower under the Notes and the other Loan Documents have been fully discharged. Guarantor further agrees not to assign all or any part of such indebtedness unless Lenders are given prior notice and such assignment is expressly made subject to the terms of this Guaranty. If Lenders so request, such indebtedness shall be enforced, collected and held by Guarantor as trustee for Lenders and shall be paid over to Lenders on account of the Loan but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty. This Section 6 shall not affect Guarantor’s rights to receive distributions from Borrower to the extent expressly permitted under Section 8.7 of the Credit Agreement.

Page 3 of 3

7. BANKRUPTCY OF BORROWER. In any bankruptcy or other proceeding in which the filing of claims is required by law, Guarantor shall file all claims which Guarantor may have against Borrower relating to any indebtedness of Borrower to Guarantor and shall assign to Lenders all rights of Guarantor thereunder. All such claims shall be enforced, and any amounts received by Guarantor with respect to such claims shall be collected and held, by Guarantor as trustee for Lenders and shall be paid over to Lenders on account of the Loan but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty. If Guarantor does not file any such claim, Administrative Agent, as attorney-in-fact for Guarantor, hereby authorized to do so in the name of Guarantor or, in Lenders’ discretion, to assign the claim to a nominee and to cause proof of claim to be filed in the name of Lenders’ nominee. The foregoing power of attorney is coupled with an interest and cannot be revoked. Lenders or their nominee shall have the right, in its reasonable discretion, to accept or reject any plan proposed in such proceeding and to take any other action which a party filing a claim is entitled to do. In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to Lenders the amount payable on such claim; provided, however, Guarantor’s obligations hereunder shall not be satisfied except to the extent that Lenders receive cash by reason of any such payment or distribution. If Lenders receive anything hereunder other than cash, the same shall be held as collateral for amounts due under this Guaranty. If all or any portion of the obligations guaranteed hereunder are paid or performed, the obligations of Guarantor hereunder shall continue and shall remain in full force and effect in the event that all or any part of such payment or performance is avoided or recovered directly or indirectly from Lenders as a preference, fraudulent transfer or otherwise under the Bankruptcy Code or other similar laws, irrespective of (a) any notice of revocation given by Guarantor prior to such avoidance or recovery, or (b) full payment and performance of all of the indebtedness and obligations evidenced and secured by the Loan Documents.

8. LOAN SALES AND PARTICIPATIONS: DISCLOSURE OF INFORMATION. Guarantor agrees that each of the Lenders may elect, at any time, to sell, assign, or grant participations in all or any portion of its rights and obligations under the Loan Documents and this Guaranty, subject to the provisions of Section 5.3 and Section 11.20 of the Credit Agreement, and in connection with any such actual or proposed sale, assignment or grant, each Lender may provide to any prospective transferee, assignee or participant all information and documentation relating to the Loan Documents and the rights and obligations of the parties thereunder. In the event of any such sale, assignment or participation, Lenders and the parties to such transaction shall share in the rights and obligations of Lenders as set forth in the Loan Documents only as and to the extent they agree among themselves. In connection with any such sale, assignment or participation, Guarantor further agrees that the Guaranty shall be sufficient evidence of the obligations of Guarantor to each purchaser, assignee, or participant, and upon written request by Lenders, Guarantor shall consent to any amendments or modifications to the Loan Documents (other than this Guaranty) which do not materially increase the obligations guaranteed hereunder and which may be reasonably required in order to evidence any such sale, assignment, or participation.

9. ADDITIONAL, INDEPENDENT AND UNSECURED OBLIGATIONS. This is a Guaranty of payment and not of collection and the obligations of Guarantor hereunder shall be in addition to and shall not limit or in any way affect the obligations of Guarantor under any other existing or future guaranties unless said other guaranties are expressly modified or revoked

Page 4 of 4

in writing. This Guaranty is independent of the obligations of Borrower under the Notes and the other Loan Documents. Lenders may bring a separate action to enforce the provisions hereof against Guarantor without taking action against Borrower or any other party or joining Borrower or any other party as a party to such action. This Guaranty is not secured and shall not be deemed to be secured by any security instrument unless such security instrument expressly recites that it secures this Guaranty.

10. ATTORNEYS’ FEES, ENFORCEMENT. Subject to Section 11.1 of the Credit Agreement, if any attorney is engaged by Lenders to enforce or defend any provision of this Guaranty, or any of the other Loan Documents, or as a consequence of any Event of Default under the Loan Documents, with or without the filing of any legal action or proceeding, Guarantor shall pay to Lenders, within seven (7) days after written demand, all reasonable attorneys’ fees and costs incurred by Lenders in connection therewith, together with interest thereon from the date of such demand until paid at the rate of interest applicable to the principal balance of the Notes as specified therein.

11. RULES OF CONSTRUCTION. The word “Borrower” as used herein shall include both the named Borrower and any other person at any time assuming or otherwise becoming primarily liable for all or any part of the obligations of the named Borrower under the Notes and the other Loan Documents. The term “person” as used herein shall include any individual, company, trust or other legal entity of any kind whatsoever. If this Guaranty is executed by more than one person, the term “Guarantor” shall include all such persons. When the context and construction so require, all words used in the singular herein shall be deemed to have been used in the plural and vice versa. All headings appearing in this Guaranty are for convenience only and shall be disregarded in construing this Guaranty.

12. CREDIT REPORTS. Each legal entity and individual obligated on this Guaranty hereby authorizes Lenders to order and obtain, from a credit reporting agency of Lenders’ choice, a third party credit report on such legal entity and individual.

13. GOVERNING LAW. This Guaranty shall be governed by, and construed in accordance with, the laws of the State of California, except to the extent preempted by Federal laws. Guarantor and all persons and entities in any manner obligated to Lenders under this Guaranty consent to the jurisdiction of any Federal or State Court within the State of California having proper venue and also consent to service of process by any means authorized by California or Federal law.

14. MISCELLANEOUS. The provisions of this Guaranty will bind and benefit the heirs, executors, administrators, legal representatives, nominees, successors and assigns of Guarantor and Lenders. The liability of all persons and entities who are in any manner obligated hereunder shall be joint and several. If any provision of this Guaranty shall be determined by a court of competent jurisdiction to be invalid, illegal or unenforceable, that portion shall be deemed severed from this Guaranty and the remaining parts shall remain in full force as though the invalid, illegal or unenforceable portion had never been part of this Guaranty.

15. ENFORCEABILITY. Guarantor hereby acknowledges that: (a) the obligations undertaken by Guarantor in this Guaranty are complex in nature, and (b) numerous possible

Page 5 of 5

defenses to the enforceability of these obligations may presently exist and/or may arise hereafter, and (c) as part of Lenders’ consideration for entering into this transaction, Lenders have specifically bargained for the waivers and relinquishments by Guarantor set forth herein with respect to such defenses, and (d) Guarantor has had the opportunity to seek and receive legal advice from skilled legal counsel in the area of financial transactions of the type contemplated herein. Given all of the above, Guarantor does hereby represent and confirm to Lenders that Guarantor is fully informed regarding, and that Guarantor does thoroughly understand: (i) the nature of all such possible defenses, and (ii) the circumstances under which such defenses may arise, and (iii) the benefits which such defenses might confer upon Guarantor, and (iv) the legal consequences to Guarantor of waiving such defenses. Guarantor acknowledges that Guarantor makes this Guaranty with the intent that this Guaranty and all of the informed waivers herein shall each and all be fully enforceable by Lenders, and that Lenders are induced to enter into this transaction in material reliance upon the presumed full enforceability thereof

16. CREDIT AGREEMENT MATTERS.

(a) Guarantor hereby confirms and affirms each of the representations and warranties of the REIT in Section 4.2 of the Credit Agreement, it being understood that references to the “REIT” in Section 4.2 shall be deemed to be references to Guarantor.

(b) Guarantor covenants and agrees that it shall comply with each of the covenants in Articles 6, 7 and 8 of the Credit Agreement, it being understood that references to the “REIT” in such Articles shall be deemed to be references to Guarantor.

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

IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the date appearing on the first page of this Guaranty.

“GUARANTOR”

Page 6 of 6


		ARDEN REALTY, INC. a Maryland corporation

		By		/s/ XXXXXXX X. XXXXX


		Name		Xxxxxxx X. Xxxxx


		Its		Executive Vice President and Chief Financial Officer

Page 7 of 7

EXHIBIT F

FORM OF NOTE

PROMISSORY NOTE


$[ ]		July ___, 2005

FOR VALUE RECEIVED, ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership (“Borrower”), HEREBY PROMISES TO PAY to the order of (“Lender”) the principal sum of MILLION DOLLARS ($ ) or if less, the aggregate unpaid principal amount of all “Advances” disbursed by Lender pursuant to Lender’s “Pro Rata Share” of the “Commitment,” as such terms are defined in that certain Fourth Amended and Restated Revolving Credit Agreement dated as of July ___, 2005 (as amended, supplemented or modified from time to time, the “Credit Agreement”), entered into among Borrower, the Lenders named therein, Xxxxx Fargo Bank, National Association, as Administrative Agent and Sole Lead Arranger, Deutsche Bank Trust Company Americas, Wachovia Bank, N.A., and JPMorgan Chase Bank, N.A., as Syndication Agents, and PNC Bank, National Association, as Documentation Agent, together with interest on the unpaid principal balance hereof at the rate (or rates) determined in accordance with Section 2.4 of the Credit Agreement from the date such principal is advanced until it is paid in full. It is contemplated that there will be advances and payments under this Promissory Note from time to time, but no advances or payments under this Promissory Note (including payment in full of the unpaid balance of principal hereof prior to maturity) shall affect or impair the validity or enforceability of this Promissory Note as to future advances hereunder.

This Promissory Note is one of the Notes referred to in and governed by the Credit Agreement, which Credit Agreement, among other things, contains provisions for the acceleration of the maturity hereof and for the payment of certain additional sums to Lender upon the happening of certain stated events. Capitalized terms used in this Promissory Note without definition have the same meanings as in the Credit Agreement.

The principal amount of this Promissory Note, if not sooner paid as required pursuant to the Credit Agreement, will be due and payable, together with all accrued and unpaid interest and other amounts due and unpaid under the Credit Agreement, on the Maturity Date. Borrower may make voluntary prepayments of all or a portion of this Promissory Note, upon prior written notice, in accordance with the provisions of Section 2.6 of the Credit Agreement.

Interest on the Advances (other than Advances in respect of which interest is determined on the basis of LIBOR) is payable in arrears on the first Business Day of each month during the term of the Credit Agreement, commencing with the first Business Day of the first calendar month to begin after the date of this Promissory Note. Interest on LIBOR based Advances shall be payable in arrears at the end of the Interest Period applicable to such Advance, but in no event less frequently than once every three months. Interest will be computed on the basis of the actual number of days elapsed in the period during which interest accrues and a year of three hundred sixty (360) days, except that interest on Base Rate Advances shall be calculated on the basis of the actual number of days in the applicable calendar year (i.e., 365 or 366, as applicable). The

Swing Line Note - Page 1 of 3

Credit Agreement provides for the payment by Borrower of various other charges and fees, in addition to the interest charges described in the Credit Agreement, as set forth more fully in the Credit Agreement.

All payments of any amount becoming due under this Promissory Note shall be made in the manner provided in the Credit Agreement, in Dollars.

Upon and after the occurrence of an Event of Default, unless such Event of Default is waived as provided in the Credit Agreement, this Promissory Note may, at the option of Requisite Lenders and without demand, notice or legal process of any kind, be declared by Administrative Agent, and in such case immediately shall become, due and payable. Upon and after the occurrence of certain Events of Default, this Promissory Note shall, as provided in the Credit Agreement, without any action by Lenders and without demand, notice or legal process of any kind, automatically and immediately become due and payable.

Demand, presentment, protest and notice of nonpayment and protest, notice of intention to accelerate maturity, notice of acceleration of maturity and notice of dishonor are hereby waived by Borrower. Subject to the terms of the Credit Agreement, including but not limited to, Section 11.4 of the Credit Agreement, Lender may extend the time of payment of this Promissory Note, postpone the enforcement hereof, grant any indulgences, release any party primarily or secondarily liable hereon or agree to any subordination of Borrower’s obligations hereunder without affecting or diminishing such Lender’s right of recourse against Borrower, which right is hereby expressly reserved.

This Promissory Note has been delivered and accepted at Los Angeles, California. This Promissory Note shall be interpreted in accordance with, and the rights and liabilities of the parties hereto shall be determined and governed by, the laws of the State of California.

Whenever possible each provision of this Promissory Note shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Promissory Note shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Promissory Note.

Swing Line Note - Page 2 of 3

This Promissory Note replaces, amends and restates that certain Promissory Note, dated August 9, 2002, in the principal amount of $ , and delivered by the undersigned to Lender pursuant to the Prior Credit Agreement.


				ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership

		By:		ARDEN REALTY, INC. a Maryland corporation, its sole general partner

				By

				Name:

				Its:

Swing Line Note - Page 3 of 3

EXHIBIT G TO CREDIT AGREEMENT
FORM OF NOTICE OF BORROWING

Xxxxx Fargo Bank, X.X.
Xxxxx Fargo Real Estate Group
Disbursement Center
0000 Xxxx Xxxx Xxxxx, Xxxxx 000
Xx Xxxxxxx, Xxxxxxxxxx 00000

Re: Fourth Amended and Restated Revolving Credit Agreement Dated as of July ___, 2005 by and among Arden Realty Limited Partnership, et al

This Notice of Borrowing is executed and delivered by Arden Realty Limited Partnership, a Maryland limited partnership (“Borrower”), to Xxxxx Fargo Bank, National Association, as Administrative Agent and Sole-Lead Arranger, pursuant to that certain Fourth Amended and Restated Revolving Credit Agreement dated as of July ___, 2005 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), entered into among Borrower, the Lenders therein named, Xxxxx Fargo Bank, National Association, as Administrative Agent and Sole-Lead Arranger, Deutsche Bank Trust Company Americas, Wachovia Bank, N.A., and JPMorgan Chase Bank, N.A., as Syndication Agents, and PNC Bank, National Association, as Documentation Agent . Capitalized terms used in this Notice without definition have the same meanings as in the Credit Agreement.

Pursuant to Section 2.1(a)(i)(B) of the Credit Agreement, this Notice represents Borrower’s request that an Advance be made to Borrower as follows¹

	1.		Amount of Advance: $

	2.		Type of Advance Requested (check one box only):

			[ ] Base Rate Advance

			[ ] LIBOR Advance

			[ ] Swing Line Advance

	3.		Funding Date: , 200___

	4.		Interest Period of Advance (LIBOR Advances only): month(s)

¹ In the case where the Notice of Borrowing is in respect of a conversion of a previously made Advance, as referred to in Section 2.1(a)(i)(B)(2) of the Credit Agreement, paragraphs 1 and 3 shall be modified to refer to the date of conversion (in lieu of the Funding Date) and the amount of the conversion or continuation (in lieu of principal amount of a new Advance). In addition, the case of such Notice of Borrowing, item (b), below, must be appropriately modified.

Notice of Borrowing - Page 1 of 2

Proposed Use of Advance:

Proceeds of such Advance shall be deposited in Borrower’s account number 001-223275 at the Xxxxxxx Hills Office of City National Bank or disbursed directly to third parties pursuant to Borrower’s written instructions delivered to Administrative Agent.

Borrower hereby certifies that:

	(a)		As of the Funding Date, all conditions set forth in Section [3.1] [and] [3.2] of the Credit Agreement to the disbursement of the Advance hereby requested will be satisfied; and

	(b)		After giving effect to [the disbursement of the Advance] [the conversion] hereby requested [and the addition of any Unencumbered Asset], the aggregate principal amount of all outstanding Advances and Letter of Credit Liabilities will not exceed the lesser of (x) the Commitment or (y) the amount which, when combined with all components of the unsecured Total Liabilities of the REIT and the Consolidated Entities other than outstanding Advances and Letter of Credit Liabilities of such date, is equal to 59.8802% of Unencumbered Asset Value as of such date.


Dated: _______, 20__ ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership

	By:	ARDEN REALTY, INC., a Maryland corporation, its sole general partner

		By


		Its

Cc:

Xxxxx Fargo Bank, N.A.
Real Estate Finance Group
MAC E2800-171
00000 Xxxxxxxx Xxxxxxxxx, 00xx Xxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxxx X. Xxxxxxx

Notice of Borrowing - Page 2 of 2

EXHIBIT H-1

FORM OF REIT SOLVENCY CERTIFICATE

This Solvency Certificate (“Certificate”) is delivered in connection with that certain Fourth Amended and Restated Revolving Credit Agreement dated as of July ___, 2005 (as amended, supplemented or modified from time to time, the “Credit Agreement”) entered into among Arden Realty Limited Partnership, a Maryland limited partnership (“Borrower”), the Lenders named therein, Xxxxx Fargo Bank, National Association, as Administrative Agent and Sole Lead Arranger, Deutsche Bank Trust Company Americas, Wachovia Bank, N.A., and JPMorgan Chase Bank, N.A., as Syndication Agents, and PNC Bank, National Association, as Documentation Agent, as Documentation Agents. Capitalized terms used in this Certificate without definition have the same meanings as in the Credit Agreement.

I, , the of Arden Realty, Inc., a Maryland corporation (the “REIT”), in my capacity as Chief Financial Officer of the REIT, hereby certify, on behalf of the REIT, that:

1. I am the duly elected, qualified and acting Chief Financial Officer of the REIT and am familiar with the business and financial and other matters hereinafter described.

2. Attached hereto as Exhibit A is a Pro Forma Balance Sheet of the REIT (the “Pro Forma Balance Sheet”), showing the estimated financial condition of the REIT immediately after (a) its execution and delivery of the Loan Documents to which it is a party, and (b) the completion of all other transactions contemplated to occur on the Closing Date with respect to Borrower (the “Closing”). The total net worth of the REIT shown on the Pro Forma Balance Sheet does not overstate the amount by which the aggregate assets of the REIT, at a fair valuation, exceed the aggregate liabilities of the REIT, whether direct or contingent as of the date hereof. As to contingent liabilities, the Pro Forma Balance Sheet reflects the probable liability of the REIT thereon.

3. The Pro Forma Balance Sheet (a) presents the liabilities of the REIT (whether contingent or not) fairly and accurately, (b) has been prepared in accordance with generally accepted accounting principles, and (c) reflects on its face all of the relevant financial data of the REIT currently available with respect to its liabilities. With respect to the presentation of contingent liabilities, I have consulted with counsel for the REIT regarding contingent liabilities (including without limitation, liabilities for taxes, environmental liabilities, intercompany indebtedness, liability under any sureties and guaranties and pending or threatened litigation or other proceedings and contingent liabilities) and have included as a liability our best judgment as to the probable exposure of the REIT to contingent liabilities that would not be included in reserves otherwise reflected in the balance sheet.

4. In preparing the Pro Forma Balance Sheet, I have assumed that a “fair valuation” of the REIT assets means the purchase price of assets and, in the REIT’s opinion, such assumption does not result in the overstatement of such values.

5. The REIT has prepared cash flow and balance sheet projections (the “Projections”) for the REIT for the term of the Credit Agreement. The Projections were

Notice of Borrowing - Page 1 of 3

prepared by me, in conjunction with other financial personnel of the REIT, on the basis of the assumptions set forth therein (which assumptions are, in the opinion of the REIT, reasonable in light of the financial condition and prospects of the REIT), and represent our good faith opinion as to the most probable course of its business. The practices followed in preparing the Projections do not materially differ from practices usually followed in the preparation of accounting projections in the regular course of an ongoing business.

6. Based on the foregoing, I have concluded that, immediately after the Closing Date:

(a) the REIT will be able to pay its debts as they mature;

(b) the REIT will have capital sufficient to carry on its business and transactions and all businesses and transactions in which it presently intends to engage;

(c) the REIT will have assets with a present fair saleable value and a fair valuation greater than the amount of its liabilities, whether direct or contingent; and

(d) the present fair saleable value of the assets of the REIT will not be less than the amount that will be required to pay the probable liability of the REIT on its existing indebtedness as such indebtedness becomes absolute and matured.

7. The REIT does not intend to incur debts beyond its ability to pay them as they mature.

8. The REIT does not contemplate filing a petition in bankruptcy or for an arrangement or reorganization under the Federal Bankruptcy Code, nor are there any threatened bankruptcy or insolvency proceedings against the REIT.

Notice of Borrowing - Page 2 of 3

9. This Certificate is made and delivered to the Administrative Agent for the purpose of inducing the Lenders, now and from time to time hereafter, to advance monies and other financial assistance to Borrower pursuant to the Credit Agreement. I have carefully reviewed the contents of this Certificate, and I have conferred with counsel for the REIT concerning the meaning of its contents.


		ARDEN REALTY, INC., a Maryland corporation

		By

		Name:

		Its:

Date: , 200

Notice of Borrowing - Page 3 of 3

EXHIBIT H-2

FORM OF BORROWER SOLVENCY CERTIFICATE

This Solvency Certificate (“Certificate”) is delivered in connection with that certain Fourth Amended and Restated Revolving Credit Agreement dated as of July ___, 2005 (as amended, supplemented or modified from time to time, the “Credit Agreement”) entered into among Arden Realty Limited Partnership, a Maryland limited partnership (“Borrower”), the Lenders named therein, Xxxxx Fargo Bank, National Association, as Administrative Agent and Sole Lead Arranger, Deutsche Bank Trust Company Americas, Wachovia Bank, N.A., and JPMorgan Chase Bank, N.A., as Syndication Agents, and PNC Bank, National Association, as Documentation Agent. Capitalized terms used in this Certificate without definition have the same meanings as in the Credit Agreement. Capitalized terms used in this Certificate without definition have the same meanings as in the Credit Agreement.

I, , the of Arden Realty, Inc., a Maryland corporation (the “REIT”), which REIT is the sole general partner of Borrower, in my capacity as Chief Financial Officer of the REIT, hereby certify, on behalf of Borrower, that:

1. I am the duly elected, qualified and acting Chief Financial Officer of the REIT and am familiar with the business and financial and other matters of Borrower hereinafter described.

2. Attached hereto as Exhibit A is a Pro Forma Balance Sheet of Borrower (the “Pro Forma Balance Sheet”), showing the estimated financial condition of Borrower immediately after (a) its execution and delivery of the Loan Documents to which it is a party, and (b) the completion of all other transactions contemplated to occur on the Closing Date with respect to Borrower (the “Closing”). The total net worth of Borrower shown on the Pro Forma Balance Sheet does not overstate the amount by which the aggregate assets of Borrower, at a fair valuation, exceed the aggregate liabilities of Borrower, whether direct or contingent, as of the date hereof As to contingent liabilities, the Pro Forma Balance Sheet of Borrower reflects the probable liability of Borrower thereon.

3. The Pro Forma Balance Sheet (a) presents the liabilities of Borrower (whether contingent or not) fairly and accurately, (b) has been prepared in accordance with generally accepted accounting principles, and (c) reflects on its face all of the relevant financial data of Borrower currently available with respect to its liabilities. With respect to the presentation of contingent liabilities, I have consulted with counsel for Borrower regarding contingent liabilities (including without limitation, liabilities for taxes, environmental liabilities, intercompany indebtedness, liability under any sureties and guaranties and pending or threatened litigation or other proceedings and contingent liabilities) and have included as a liability our best judgment as to the probable exposure of Borrower to contingent liabilities that would not be included in reserves otherwise reflected in the balance sheet.

4. In preparing the Pro Forma Balance Sheet, I have assumed that a “fair valuation” of Borrower’s assets means the purchase price of assets and, in Borrower’s opinion, such assumption does not result in the overstatement of such values.

Notice of Borrowing - Page 1 of 3

5. The Borrower has prepared cash flow and balance sheet projections (the “Projections”) for Borrower for the term of the Credit Agreement. The Projections were prepared by me, in conjunction with other financial personnel of Borrower, on the basis of the assumptions set forth therein (which assumptions are, in the opinion of Borrower, reasonable in light of the financial condition and prospects of Borrower), and represent our good faith opinion as to the most probable course of its business. The practices followed in preparing the Projections do not materially differ from practices usually followed in the preparation of accounting projections in the regular course of an ongoing business.

6. Based on the foregoing, I have concluded that, immediately after the Closing Date:

(a) Borrower will be able to pay its debts as they mature;

(b) Borrower will have capital sufficient to carry on its business and transactions and all businesses and transactions in which it presently intends to engage;

(c) Borrower will have assets with a present fair saleable value and a fair valuation greater than the amount of its liabilities, whether direct or contingent; and

(d) the present fair saleable value of the assets of Borrower will not be less than the amount that will be required to pay the probable liability of Borrower on its existing indebtedness as such indebtedness becomes absolute and matured.

7. Borrower does not intend to incur debts beyond its ability to pay them as they mature.

8. Borrower does not contemplate filing a petition in bankruptcy or for an arrangement or reorganization under the Federal Bankruptcy Code, nor are there any threatened bankruptcy or insolvency proceedings against Borrower.

Notice of Borrowing - Page 2 of 3


		ARDEN REALTY, INC., a Maryland corporation

		By

		Name:

		Its:

Date: , 200

Notice of Borrowing - Page 3 of 3

EXHIBIT I

FORM OF SWING LINE NOTE


$20,000,000		December , 2002

FOR VALUE RECEIVED, ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership (“Borrower”), HEREBY PROMISES TO PAY to the order of XXXXX FARGO BANK, NATIONAL ASSOCIATION (“Lender”), the principal sum of TWENTY MILLION DOLLARS ($20,000,000) or if less, the aggregate unpaid principal amount of all “Swing Line Advances” disbursed by Lender pursuant to the Fourth Amended and Restated Revolving Credit Agreement dated as of July ___, 2005 (as amended, supplemented or modified from time to time, the “Credit Agreement”), entered into among Borrower, the Lenders named therein, Xxxxx Fargo Bank, National Association, as Administrative Agent and Sole Lead Arranger, and PNC Bank, National Association, as Documentation Agent, together with interest on the unpaid principal balance hereof at the rate (or rates) determined in accordance with Section 2.4 of the Credit Agreement from the date such principal is advanced until it is paid in full. It is contemplated that there will be advances and payments under this Promissory Note from time to time, but no advances or payments under this Promissory Note (including payment in full of the unpaid balance of principal hereof prior to maturity) shall affect or impair the validity or enforceability of this Promissory Note as to future advances hereunder.

The principal amount of this Promissory Note, if not sooner paid as required pursuant to the Credit Agreement, will be due and payable, together with all accrued and unpaid interest and other amounts due and unpaid under the Credit Agreement, on the Maturity Date. Borrower may make voluntary prepayments of all or a portion of this Promissory Note in accordance with the provisions of Section 2.6 of the Credit Agreement.

Interest on the Advances is payable in arrears on the first Business Day of each month during the term of the Credit Agreement, commencing with the first Business Day of the first calendar month to begin after the date of this Promissory Note. Interest will be computed on the basis of the actual number of days elapsed in the period during which interest accrues in the applicable calendar year (i.e. 365 or 366, as applicable). The Credit Agreement provides for the payment by Borrower of various other charges and fees, in addition to the interest charges described in the Credit Agreement, as set forth more fully in the Credit Agreement.

All payments of any amount becoming due under this Promissory Note shall be made in the manner provided in the Credit Agreement, in Dollars.

Upon and after the occurrence of an Event of Default, unless such Event of Default is waived as provided in the Credit Agreement, this Promissory Note may, at the option of Lender and without demand, notice or legal process of any kind, but subject to the provisions of the

Swing Line Note - Page 1 of 2

Credit Agreement, be declared by Lender, and in such case immediately shall become, due and payable. Upon and after the occurrence of certain Events of Default, this Promissory Note shall, as provided in the Credit Agreement, without any action by Lender and without demand, notice or legal process of any kind, automatically and immediately become due and payable.

Demand, presentment, protest and notice of nonpayment and protest, notice of intention to accelerate maturity, notice of acceleration of maturity and notice of dishonor are hereby waived by Borrower. Subject to the terms of the Credit Agreement, including but not limited to, Section 11.4 of the Credit Agreement, Lender may extend the time of payment of this Promissory Note, postpone the enforcement hereof, grant any indulgences, release any party primarily or secondarily liable hereon or agree to any subordination of Borrower’s obligations hereunder without affecting or diminishing such Lender’s right of recourse against Borrower, which right is hereby expressly reserved.


				ARDEN REALTY LIMITED PARTNERSHIP, a Maryland limited partnership

		By:		ARDEN REALTY, INC. a Maryland corporation, its sole general partner

				By

				Name:

				Its:

Swing Line Note - Page 2 of 2

EXHIBIT J

TRANSFER AUTHORIZER DESIGNATION

(For Disbursement of Loan Proceeds by Funds Transfer)

		o NEW

		o REPLACE PREVIOUS DESIGNATION

		o ADD

		o CHANGE

		o DELETE LINE NUMBER

The following representatives of (BORROWER’S NAME) (“Borrower”) are authorized to request the disbursement of Advances and initiate funds transfers for Loan Number dated {DATE OF DOCUMENTS} between Xxxxx Fargo Bank, National Association (“Bank”) and Borrower. Bank is authorized to rely on this Transfer Authorizer Designation until it has received a new Transfer Authorizer Designation signed by Borrower, even in the event that any or all of the foregoing information may have changed.


		Maximum Wire
Name	Title	Amount
1.

2.

3.

4.

5.

Page 1 of 2

Beneficiary Bank and Account Holder information


Transfer Funds to (Receiving Party Account Name):

Receiving Party Account Number:

Receiving Bank Name, City and State:		Receiving Bank Routing (ABA) Number

Maximum Transfer Amount:

Further Credit Information/Instructions:


Transfer Funds to (Receiving Party Account Name):

Receiving Party Account Number:

Receiving Bank Name, City and State:		Receiving Bank Routing (ABA) Number

Maximum Transfer Amount:

Further Credit Information/Instructions:


Transfer Funds to (Receiving Party Account Name):

Receiving Party Account Number:

Receiving Bank Name, City and State:		Receiving Bank Routing (ABA) Number

Maximum Transfer Amount:

Further Credit Information/Instructions:


Maximum Wire Amount may not exceed the Commitment.

Date: {DATE OF DOCUMENTS}		“BORROWER”
		[ADD SIGNATURE BLOCK HERE]

Page 2 of 2

SCHEDULE 1.1

PRO RATA SHARES


FINANCIAL INSTITUTION	TITLE	ALLOCATION
	Sole Lead Arranger &
Xxxxx Fargo Bank	Administrative Agent	$	65,000,000

Deutsche Bank	Syndication Agent		40,000,000

JPMorgan Chase Bank	Syndication Agent		40,000,000

Wachovia Bank	Syndication Agent		40,000,000

Xxxxxx Brothers			40,000,000

PNC Bank	Documentation Agent		35,000,000

AmSouth Bank			27,500,000

US Bank			22,500,000

TOTAL		$	310,000,000

Page 1 of 1

Loan No. 9188ZL

SCHEDULE 2.1(e)
ADJUSTING PURCHASE PAYMENTS


					Total Outstandings					Total Outstandings
Institution	$ To Banks		$ From Banks		Before Assignment		Total Adjustments			After Assignment
Xxxxx Fargo Bank	$	9,225,806	$	0	$	75,000,000		($10,000,000	)	$	65,000,000
JPMorgan Chase Bank, N.A.	$	9,225,806	$	0	$	50,000,000		($10,000,000	)	$	40,000,000
Xxxxxx Commercial			$	9,225,806	$	30,000,000	$	10,000,000		$	40,000,000
PNC Bank National	$	0	$	0	$	35,000,000	$	0		$	35,000,000
Wachovia Bank, NA	$	0	$	0	$	40,000,000	$	0		$	40,000,000
Deutsche Bank Trust	$	0	$	11,532,258	$	27,500,000	$	12,500,000		$	40,000,000
US Bank	$	4,612,903	$	0	$	27,500,000		($5,000,000	)	$	22,500,000
AmSouth Bank	$	0	$	2,306,452	$	25,000,000	$	2,500,000		$	27,500,000
TOTAL	$	23,064,516	$	23,064,516	$	310,000,000	$	0		$	310,000,000

Page 1 of 1

Loan No. 9188ZL

SCHEDULE 2.2

EMPLOYEES AUTHORIZED TO SIGN NOTICES OF BORROWING


Name		Title
Xxxxxxx X. Xxxxx		Chairman and Chief Executive Officer

Xxxxxx X. Xxxxxxx		President and Chief Operating Officer

Xxxxxxx X. Xxxxx		Executive Vice President and Chief Financial Officer

Xxxxxx X. Xxxxx		Senior Vice President and Chief Investment Officer

Xxx X. Xx		First Vice President – Finance

Xxxxxx X. Xxxxxxx		First Vice President – Chief Accounting Officer and Treasurer

Page 1 of 1

Loan No. 9188ZL

SCHEDULE 4.1(C)

OWNERSHIP OF BORROWER


	Total Number of Units as
Account Name	of 3/31/05
Xxxx X. Xxxxxxx		2,262
Xxxxxx X. Xxxxxxx ACF Xxxx X. Xxxxxxx U/CA/UTMA		2,262
Highridge-Apollo Grand Plaza, L.P.		10,412
Xxxxxx Trust		7,598
Anaheim Properties LLC		24,000
Xxxxx Xxxxxx		6,796
Xxxx Xxxxxxx		6,000
Intercity Building Assoc.		39,801
Xxxxx Xxxxx TTEE FBO Xxxx Support Trust		44,481
Xxxxx Xxxxx TTEE FBO Jenna Support Trust		44,481
The Xxxxxxx Xxxx Trust		51,032
Hapsmith-Praxis Partners		55,805
Metropolitan Falls Partners		68,918
91 Freeway Partners		86,423
First Xxxxxxx Associates (Xxxxxxx Xxxxx)		88,000
Xxxxxxx Enterprises		99,458
Xxxxx and Xxxxx Xxxxxxxx Family Trust-1989		131,210
Xxxxxxx & Xxxxx Xxxxxxxx Revocable Trust of 1986		131,210
Xxxxx Realty Partners		136,674
Xxxxxxx Xxxxx		82,342
Montour Realty Associates		244,493
Xxxxxx X. Xxxxxxx		279,188
A.S. Glikberg		5,199
Xxxxxxxxx Xxxx		121
Xx X. Xxxxxxxx		8,365
Xxxx Xxxx Xxxxxxxxx		192
Xxxxxxxx Xxxxxxxx		192
Xxxxx Xxxxx Xxxxxxxx		6,470
Xxxxxx Xxxx Xxxxxxxx		2,981
Xxxxxx X. Xxxxxxxx		383
Xxxxxxx Equities, LP		18,491
Xxxxx Xxxx		9,115
MJR Equities, LLC		13,672
JRI Equities, LLC		13,672
TOTAL		1,721,699

Page 1 of 1

Loan No. 9188ZL

SCHEDULE 4.1(j)
LITIGATION DISCLOSURE

We are presently subject to various lawsuits, claims and proceedings of a nature considered normal to our ordinary course of business. We expect most of these legal proceedings to be covered by our liability insurance.

Page 1 of 1

Loan No. 9188ZL

SCHEDULE 4.1(s)
ENVIRONMENTAL DISCLOSURE

None

Page 1 of 1

Loan No. 9188ZL

SCHEDULE 4.1(v)
MANAGEMENT AGREEMENTS/GROUND LEASES

1.		Ground Lease Agreement between Borrower and World Savings and Loan Association regarding the World Savings Center.

2.		Ground Lease Agreement between Borrower and City of Long Beach regarding Long Beach Buildings D, F and G and 0000 Xxxx Xxxxxx Xxxxxx.

3.		Ground Lease Agreement between Borrower and Metropolitan Garages, Inc., regarding the Imperial Bank Tower.

4.		Ground Lease Agreement between Borrower and Anaheim Redevelopment Agency regarding Anaheim City Centre.

5.		Ground Lease Agreement between Borrower and Antonio and Xxxxx XxXxxx regarding 000 Xxxxxxxx.

6.		Ground Lease Agreement between Borrower and Xxxxx X. Corneal regarding 000 Xxxxxxxx.

7.		Ground Lease Agreement between Borrower and Xxxxxx Xxxx Xxxxxx regarding 000 Xxxxxxxx.

Page 1 of 1

Loan No. 9188ZL

SCHEDULE 4.2(l)
ERISA BENEFIT PLANS

1.		Arden Realty 401(k) Plan and Trust, pursuant to Agreement dated December 30, 1996, by and between Arden Realty Limited Partnership and Xxxxxx X. Xxxxxxx, as Trustee.

2.		Arden Realty Limited Partnership Deferred Compensation Plan.

Page 1 of 1

Loan No. 9188ZL

SCHEDULE 8.5
UNENCUMBERED ASSETS


	Net Rentable
Property	Square Feet
Century Park Center		244,887
Xxxxxxx Atrium		59,542
Xxxxxxxx Xxxxx Xxxxxxxxx Xxx		000,000
Xxxxxxx Xxxx Xxxxxx		182,314
000 Xxxx Xxxxxxxx		72,360
Bristol Plaza		84,416
0000 Xxxx Xxxxxx		000,000
00 Xxxxx Xxxx		101,624
Westwood Terrace		137,692
5601 Lindero		105,830
The New Wilshire		207,836
0000 Xxxxxxx Xxxxx		121,610
4900/10 Airport Plaza		150,403
Skyview Center		398,724
400 Corporate Pointe		165,784
9665 Wilshire		160,665
000 X Xxxxxx		000,000
000 Xxxx Xxxxxxxx		192,975
303 North Glenoaks		177,249
Burbank Executive Plaza		62,846
California Federal Building		84,263
Center Promenade		176,347
Los Angeles Corporate Center		390,273
5200 West Century		321,148
15250 Ventura		111,778
10350 Santa Xxxxxx		42,967
535 Brand		105,968
10780 Santa Xxxxxx		93,214
California Twin Center		153,530
8383 Wilshire		416,800
299 Euclid		74,689
1000 Town Center		108,403
Irvine Corporate Center		127,561
Crown Cabot Financial Center		174,198
Northpoint		101,928
Xxxxxxxx Regency		48,019
Fountain Valley City Centre		301,985
Wilshire Pacific Plaza		101,839
World Savings Center		469,100
Westlake Gardens		47,324
9100 Wilshire		327,748
Westwood Center		313,104
Skypark Office Plaza		203,202
6060 Center Drive		256,739
0000 Xxxxxx Xxxxx		285,516
6080 Center Drive		285,913
11075 Santa Xxxxxx		35,777
Calabasas Tech Center		287,079
Oceangate Tower		211,491
Solar Drive Business Park		137,238

Page 1 of 2

Loan No. 9188ZL


	Net Rentable
Property	Square Feet
Tourney Pointe		210,996
Hillside Corporate Center		60,247
Westlake Gardens II		48,869
Xxxxxx Xxxxxx Tower		317,057
2001 Wilshire		104,264
Carmel Valley Center		108,214
Carmel View Office		77,609
Crossroads		134,688
Governor Executive Centre		52,828
Gateway Towers		437,701
Governor Executive Centre II		101,433
Homestore		137,762
Warner Corporate Center		253,000
000 Xxxxxxxx		169,536
Sorrento Mesa Corporate Center		608,253

Page 2 of 2

Document Metadata

Table of Contents

FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT AMONG ARDEN REALTY LIMITED PARTNERSHIP, A MARYLAND LIMITED PARTNERSHIP, AS BORROWER, AND WELLS FARGO BANK, NATIONAL ASSOCIATION, AMSOUTH BANK, LEHMAN COMMERCIAL PAPER, INC., DEUTSCHE BANK TRUST...

Document Metadata