Adjusted Prime Rate Uses in Definitions Clause

Definitions from Amended and Restated

THIS SECOND AMENDED AND RESTATED MEZZANINE A LOAN AGREEMENT, dated as of May 8, 2008, effective as of April 15, 2008 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), between CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, having its place of business at 388 Greenwich Street, 11th Floor, New York, NY 10013 (Lender) and NATIONAL INDUSTRIAL MEZZ A, LLC, a Delaware limited liability company, having its principal place of business at c/o Hackman Capital Partners, LLC, 11111 Santa Monica Boulevard, Suite 950, Los Angeles, California 90025 (Borrower or Pledgor).

Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent: Acceptable Counterparty means any Counterparty to the Interest Rate Cap Agreement that has and shall maintain, until the expiration of the applicable Interest Rate Cap Agreement, credit ratings from the Rating Agencies at least equal to the First Trigger Ratings. Account Collateral shall mean: (i) the Accounts, and all Cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in the Accounts from time to time; (ii) any and all amounts invested in Permitted Investments; (iii) all interest, dividends, Cash, instruments and other property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the foregoing; and (iv) to the extent not covered by clauses (i) - (iii) above, all proceeds (as defined under the UCC as in effect in the State in which the Accounts are located) of any or all of the foregoing. Accounts shall mean any escrow accounts or reserve accounts established by the Loan Documents. Acquired Property shall have the meaning set forth in Section 5.1.10(h)(i) hereof. Acquired Property Statements shall have the meaning set forth in Section 5.1.10(h)(i) hereof. Act shall have the meaning set forth in Section 4.1.36 hereof. Actual Knowledge shall mean (and shall be limited to), with respect to Borrower as of any relevant date, the actual (as distinguished from implied, imputed or constructive) knowledge of Jonathan Epstein, Michael Hackman or David Smith, as of such date, without such individuals having made, or having any obligation to make, an independent inquiry or investigation with respect to the matter in question. Additional Indemnified Liabilities shall have the meaning set forth in Section 10.13(b) hereof. Additional Mezzanine Borrower shall mean the borrower under any Additional Mezzanine Loan. Additional Mezzanine Loan shall have the meaning set forth in Section 9.7 hereof. Adjusted Debt Service shall mean, with respect to any particular period of time, the payments of interest that would be due on the outstanding principal balance of the Loan assuming an interest rate equal to the lesser of (i) the Strike Rate plus the Spread and (ii) the Applicable Interest Rate. Adjusted Net Sales Proceeds shall mean, with respect to the sale of an Individual Property or any Out-Parcel, the product obtained by multiplying (x) the Net Sales Proceeds for such Individual Property by (y) the Release Percentage. Adjusted Prime Rate shall mean an interest rate per annum equal to the Prime Rate in effect from time to time plus the Prime Rate Spread. Affiliate shall mean, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by or is under common control with such Person or is a director or officer of such Person or of an Affiliate of such Person. Such term shall include the Guarantor unless otherwise specified or if the context may otherwise require. Affiliated Loans shall have the meaning set forth in Section 5.1.10(m) hereof. Affiliated Manager shall mean any property manager which is an Affiliate of, or in which Borrower, Principal, Mortgage Borrower, Mortgage Principal, Mezzanine B Borrower, Mezzanine B Principal, Mezzanine C Borrower, Mezzanine C Principal, Mezzanine D Borrower, Mezzanine D Principal, Mezzanine E Borrower, Mezzanine E Principal or any Guarantor has, directly or indirectly, any legal, beneficial or economic interest. Allocated Loan Amount shall mean, for an Individual Property or an Out-Parcel, the amount set forth on Exhibit A attached hereto. ALTA shall mean American Land Title Association, or any successor thereto. Alteration Threshold shall mean, with respect to any Individual Property, an amount equal to four percent (4%) of the sum of (i) the Allocated Loan Amount for such Individual Property, (ii) the Allocated Loan Amount (as defined in the Mortgage Loan Agreement) for such Individual Property, (iii) the Allocated Loan Amount (as defined in the Mezzanine B Loan Agreement) for such Individual Property, (iv) the Allocated Loan Amount (as defined in the Mezzanine C Loan Agreement) for such Individual Property, (v) the Allocated Loan Amount (as defined in the Mezzanine D Loan Agreement) for such Individual Property and (vi) the Allocated Loan Amount (as defined in the Mezzanine E Loan Agreement) for such Individual Property. Annual Budget shall mean the operating budget, including all planned capital expenditures, for each Individual Property prepared by Mortgage Borrower for the applicable Fiscal Year or other period and delivered to Lender pursuant to Section 5.1.10 hereof. Applicable Laws shall mean all existing and future federal, state and local laws, orders, ordinances, governmental rules and regulations and court orders. Applicable Interest Rate shall mean (i) from and including March 15, 2008 through April 14, 2008, an

Definitions from Loan Agreement

THIS MEZZANINE C LOAN AGREEMENT, dated as of May 8, 2008, effective as of April 15, 2008 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), between CITIGROUP GLOBAL MARKETS REALTY CORP., a a New York corporation, having its place of business at 388 Greenwich Street, 11th Floor, New York, NY 10013,(Lender) and NIPB MEZZ C, LLC, a Delaware limited liability company, having its principal place of business at c/o Hackman Capital Partners, LLC, 11111 Santa Monica Boulevard, Suite 950, Los Angeles, California 90025 (Borrower or Pledgor).

Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent: Acceptable Counterparty means any Counterparty to the Interest Rate Cap Agreement that has and shall maintain, until the expiration of the applicable Interest Rate Cap Agreement, credit ratings from the Rating Agencies at least equal to the First Trigger Ratings. Account Collateral shall mean: (i) the Accounts, and all Cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in the Accounts from time to time; (ii) any and all amounts invested in Permitted Investments; (iii) all interest, dividends, Cash, instruments and other property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the foregoing; and (iv) to the extent not covered by clauses (i) - (iii) above, all proceeds (as defined under the UCC as in effect in the State in which the Accounts are located) of any or all of the foregoing. Accounts shall mean any escrow accounts or reserve accounts established by the Loan Documents. Acquired Property shall have the meaning set forth in Section 5.1.10(h)(i) hereof. Acquired Property Statements shall have the meaning set forth in Section 5.1.10(h)(i) hereof. Act shall have the meaning set forth in Section 4.1.36 hereof. Actual Knowledge shall mean (and shall be limited to), with respect to Borrower as of any relevant date, the actual (as distinguished from implied, imputed or constructive) knowledge of Jonathan Epstein, Michael Hackman or David Smith, as of such date, without such individuals having made, or having any obligation to make, an independent inquiry or investigation with respect to the matter in question. Additional Indemnified Liabilities shall have the meaning set forth in Section 10.13(b) hereof. Additional Mezzanine Borrower shall mean the borrower under any Additional Mezzanine Loan. Additional Mezzanine Loan shall have the meaning set forth in Section 9.7 hereof. Adjusted Debt Service shall mean, with respect to any particular period of time, the payments of interest that would be due on the outstanding principal balance of the Loan assuming an interest rate equal to the lesser of (i) the Strike Rate plus the Spread and (ii) the Applicable Interest Rate. Adjusted Net Sales Proceeds shall mean, with respect to the sale of an Individual Property or any Out-Parcel, the product obtained by multiplying (x) the Net Sales Proceeds for such Individual Property by (y) the Release Percentage. Adjusted Prime Rate shall mean an interest rate per annum equal to the Prime Rate in effect from time to time plus the Prime Rate Spread. Affiliate shall mean, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by or is under common control with such Person or is a director or officer of such Person or of an Affiliate of such Person. Such term shall include the Guarantor unless otherwise specified or if the context may otherwise require. Affiliated Loans shall have the meaning set forth in Section 5.1.10(m) hereof. Affiliated Manager shall mean any property manager which is an Affiliate of, or in which Borrower, Principal, Mortgage Borrower, Mortgage Principal, Mezzanine A Borrower, Mezzanine A Principal, Mezzanine B Borrower, Mezzanine B Principal, Mezzanine D Borrower, Mezzanine D Principal, Mezzanine E Borrower, Mezzanine E Principal or any Guarantor has, directly or indirectly, any legal, beneficial or economic interest. Allocated Loan Amount shall mean, for an Individual Property or an Out-Parcel, the amount set forth on Exhibit A attached hereto. ALTA shall mean American Land Title Association, or any successor thereto. Alteration Threshold shall mean, with respect to any Individual Property, an amount equal to four percent (4%) of the sum of (i) the Allocated Loan Amount for such Individual Property, (ii) the Allocated Loan Amount (as defined in the Mortgage Loan Agreement) for such Individual Property, (iii) the Allocated Loan Amount (as defined in the Mezzanine A Loan Agreement) for such Individual Property, (iv) the Allocated Loan Amount (as defined in the Mezzanine B Loan Agreement) for such Individual Property, (v) the Allocated Loan Amount (as defined in the Mezzanine D Loan Agreement) for such Individual Property and (vi) the Allocated Loan Amount (as defined in the Mezzanine E Loan Agreement) for such Individual Property. Annual Budget shall mean the operating budget, including all planned capital expenditures, for each Individual Property prepared by Mortgage Borrower for the applicable Fiscal Year or other period and delivered to Lender pursuant to Section 5.1.10 hereof. Applicable Laws shall mean all existing and future federal, state and local laws, orders, ordinances, governmental rules and regulations and court orders. Applicable Interest Rate shall mean (i) from and including March 15, 2008 through April 14, 2008, an

Definitions from Loan Agreement

THIS MEZZANINE D LOAN AGREEMENT, dated as of May 8, 2008, effective as of April 15, 2008 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), between CITIGROUP GLOBAL MARKETS REALTY CORP., a a New York corporation, having its place of business at 388 Greenwich Street, 11th Floor, New York, NY 10013,(Lender) and NIPB MEZZ D, LLC, a Delaware limited liability company, having its principal place of business at c/o Hackman Capital Partners, LLC, 11111 Santa Monica Boulevard, Suite 950, Los Angeles, California 90025 (Borrower or Pledgor).

Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent: Acceptable Counterparty means any Counterparty to the Interest Rate Cap Agreement that has and shall maintain, until the expiration of the applicable Interest Rate Cap Agreement, credit ratings from the Rating Agencies at least equal to the First Trigger Ratings. Account Collateral shall mean: (i) the Accounts, and all Cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in the Accounts from time to time; (ii) any and all amounts invested in Permitted Investments; (iii) all interest, dividends, Cash, instruments and other property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the foregoing; and (iv) to the extent not covered by clauses (i) - (iii) above, all proceeds (as defined under the UCC as in effect in the State in which the Accounts are located) of any or all of the foregoing. Accounts shall mean any escrow accounts or reserve accounts established by the Loan Documents. Acquired Property shall have the meaning set forth in Section 5.1.10(h)(i) hereof. Acquired Property Statements shall have the meaning set forth in Section 5.1.10(h)(i) hereof. Act shall have the meaning set forth in Section 4.1.36 hereof. Actual Knowledge shall mean (and shall be limited to), with respect to Borrower as of any relevant date, the actual (as distinguished from implied, imputed or constructive) knowledge of Jonathan Epstein, Michael Hackman or David Smith, as of such date, without such individuals having made, or having any obligation to make, an independent inquiry or investigation with respect to the matter in question. Additional Indemnified Liabilities shall have the meaning set forth in Section 10.13(b) hereof. Additional Mezzanine Borrower shall mean the borrower under any Additional Mezzanine Loan. Additional Mezzanine Loan shall have the meaning set forth in Section 9.7 hereof. Adjusted Debt Service shall mean, with respect to any particular period of time, the payments of interest that would be due on the outstanding principal balance of the Loan assuming an interest rate equal to the lesser of (i) the Strike Rate plus the Spread and (ii) the Applicable Interest Rate. Adjusted Net Sales Proceeds shall mean, with respect to the sale of an Individual Property or any Out-Parcel, the product obtained by multiplying (x) the Net Sales Proceeds for such Individual Property by (y) the Release Percentage. Adjusted Prime Rate shall mean an interest rate per annum equal to the Prime Rate in effect from time to time plus the Prime Rate Spread. Affiliate shall mean, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by or is under common control with such Person or is a director or officer of such Person or of an Affiliate of such Person. Such term shall include the Guarantor unless otherwise specified or if the context may otherwise require. Affiliated Loans shall have the meaning set forth in Section 5.1.10(m) hereof. Affiliated Manager shall mean any property manager which is an Affiliate of, or in which Borrower, Principal, Mortgage Borrower, Mortgage Principal, Mezzanine A Borrower, Mezzanine A Principal, Mezzanine B Borrower, Mezzanine B Principal, Mezzanine C Borrower, Mezzanine C Principal, Mezzanine E Borrower, Mezzanine E Principal or any Guarantor has, directly or indirectly, any legal, beneficial or economic interest. Allocated Loan Amount shall mean, for an Individual Property or an Out-Parcel, the amount set forth on Exhibit A attached hereto. ALTA shall mean American Land Title Association, or any successor thereto. Alteration Threshold shall mean, with respect to any Individual Property, an amount equal to four percent (4%) of the sum of (i) the Allocated Loan Amount for such Individual Property, (ii) the Allocated Loan Amount (as defined in the Mortgage Loan Agreement) for such Individual Property, (iii) the Allocated Loan Amount (as defined in the Mezzanine A Loan Agreement) for such Individual Property, (iv) the Allocated Loan Amount (as defined in the Mezzanine B Loan Agreement) for such Individual Property, (v) the Allocated Loan Amount (as defined in the Mezzanine C Loan Agreement) for such Individual Property and (vi) the Allocated Loan Amount (as defined in the Mezzanine E Loan Agreement) for such Individual Property. Annual Budget shall mean the operating budget, including all planned capital expenditures, for each Individual Property prepared by Mortgage Borrower for the applicable Fiscal Year or other period and delivered to Lender pursuant to Section 5.1.10 hereof. Applicable Laws shall mean all existing and future federal, state and local laws, orders, ordinances, governmental rules and regulations and court orders. Applicable Interest Rate shall mean (i) from and including March 15, 2008 through April 14, 2008, an

Definitions from Loan Agreement

THIS MEZZANINE B LOAN AGREEMENT, dated as of May 8, 2008, effective as of April 15, 2008 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), between NORMANDY NIP HOLDINGS, LLC, a Delaware limited liability company, having its place of business at 1776 On the Green, 67 Park Place East, Morristown, New Jersey 07960 (Lender) and NIPB MEZZ B, LLC, a Delaware limited liability company, having its principal place of business at c/o Hackman Capital Partners, LLC, 11111 Santa Monica Boulevard, Suite 950, Los Angeles, California 90025 (Borrower or Pledgor).

Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent: Acceptable Counterparty means any Counterparty to the Interest Rate Cap Agreement that has and shall maintain, until the expiration of the applicable Interest Rate Cap Agreement, credit ratings from the Rating Agencies at least equal to the First Trigger Ratings. Account Collateral shall mean: (i) the Accounts, and all Cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in the Accounts from time to time; (ii) any and all amounts invested in Permitted Investments; (iii) all interest, dividends, Cash, instruments and other property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the foregoing; and (iv) to the extent not covered by clauses (i) - (iii) above, all proceeds (as defined under the UCC as in effect in the State in which the Accounts are located) of any or all of the foregoing. Accounts shall mean any escrow accounts or reserve accounts established by the Loan Documents. Acquired Property shall have the meaning set forth in Section 5.1.10(h)(i) hereof. Acquired Property Statements shall have the meaning set forth in Section 5.1.10(h)(i) hereof. Act shall have the meaning set forth in Section 4.1.36 hereof. Actual Knowledge shall mean (and shall be limited to), with respect to Borrower as of any relevant date, the actual (as distinguished from implied, imputed or constructive) knowledge of Jonathan Epstein, Michael Hackman or David Smith, as of such date, without such individuals having made, or having any obligation to make, an independent inquiry or investigation with respect to the matter in question. Additional Indemnified Liabilities shall have the meaning set forth in Section 10.13(b) hereof. Additional Mezzanine Borrower shall mean the borrower under any Additional Mezzanine Loan. Additional Mezzanine Loan shall have the meaning set forth in Section 9.7 hereof. Adjusted Debt Service shall mean, with respect to any particular period of time, the payments of interest that would be due on the outstanding principal balance of the Loan assuming an interest rate equal to the lesser of (i) the Strike Rate plus the Spread and (ii) the Applicable Interest Rate. Adjusted Net Sales Proceeds shall mean, with respect to the sale of an Individual Property or any Out-Parcel, the product obtained by multiplying (x) the Net Sales Proceeds for such Individual Property by (y) the Release Percentage. Adjusted Prime Rate shall mean an interest rate per annum equal to the Prime Rate in effect from time to time plus the Prime Rate Spread. Affiliate shall mean, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by or is under common control with such Person or is a director or officer of such Person or of an Affiliate of such Person. Such term shall include the Guarantor unless otherwise specified or if the context may otherwise require. Affiliated Loans shall have the meaning set forth in Section 5.1.10(m) hereof. Affiliated Manager shall mean any property manager which is an Affiliate of, or in which Borrower, Principal, Mortgage Borrower, Mortgage Principal, Mezzanine A Borrower, Mezzanine A Principal, Mezzanine C Borrower, Mezzanine C Principal, Mezzanine D Borrower, Mezzanine D Principal, Mezzanine E Borrower, Mezzanine E Principal or any Guarantor has, directly or indirectly, any legal, beneficial or economic interest. Allocated Loan Amount shall mean, for an Individual Property or an Out-Parcel, the amount set forth on Exhibit A attached hereto. ALTA shall mean American Land Title Association, or any successor thereto. Alteration Threshold shall mean, with respect to any Individual Property, an amount equal to four percent (4%) of the sum of (i) the Allocated Loan Amount for such Individual Property, (ii) the Allocated Loan Amount (as defined in the Mortgage Loan Agreement) for such Individual Property, (iii) the Allocated Loan Amount (as defined in the Mezzanine A Loan Agreement) for such Individual Property, (iv) the Allocated Loan Amount (as defined in the Mezzanine C Loan Agreement) for such Individual Property, (v) the Allocated Loan Amount (as defined in the Mezzanine D Loan Agreement) for such Individual Property and (vi) the Allocated Loan Amount (as defined in the Mezzanine E Loan Agreement) for such Individual Property. Annual Budget shall mean the operating budget, including all planned capital expenditures, for each Individual Property prepared by Mortgage Borrower for the applicable Fiscal Year or other period and delivered to Lender pursuant to Section 5.1.10 hereof. Applicable Laws shall mean all existing and future federal, state and local laws, orders, ordinances, governmental rules and regulations and court orders. Applicable Interest Rate shall mean (i) from and including March 15, 2008 through April 14, 2008, an

Definitions from Loan Agreement

THIS MEZZANINE E LOAN AGREEMENT, dated as of May 8, 2008, effective as of April 15, 2008 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), between CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, having its place of business at 388 Greenwich Street, 11th Floor, New York, NY 10013, (Lender) and NIPB MEZZ E, LLC, a Delaware limited liability company, having its principal place of business at c/o Hackman Capital Partners, LLC, 11111 Santa Monica Boulevard, Suite 950, Los Angeles, California 90025 (Borrower or Pledgor).

Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent: Acceptable Counterparty means any Counterparty to the Interest Rate Cap Agreement that has and shall maintain, until the expiration of the applicable Interest Rate Cap Agreement, credit ratings from the Rating Agencies at least equal to the First Trigger Ratings. Account Collateral shall mean: (i) the Accounts, and all Cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in the Accounts from time to time; (ii) any and all amounts invested in Permitted Investments; (iii) all interest, dividends, Cash, instruments and other property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the foregoing; and (iv) to the extent not covered by clauses (i) - (iii) above, all proceeds (as defined under the UCC as in effect in the State in which the Accounts are located) of any or all of the foregoing. Accounts shall mean any escrow accounts or reserve accounts established by the Loan Documents. Acquired Property shall have the meaning set forth in Section 5.1.10(h)(i) hereof. Acquired Property Statements shall have the meaning set forth in Section 5.1.10(h)(i) hereof. Act shall have the meaning set forth in Section 4.1.36 hereof. Actual Knowledge shall mean (and shall be limited to), with respect to Borrower as of any relevant date, the actual (as distinguished from implied, imputed or constructive) knowledge of Jonathan Epstein, Michael Hackman or David Smith, as of such date, without such individuals having made, or having any obligation to make, an independent inquiry or investigation with respect to the matter in question. Additional Indemnified Liabilities shall have the meaning set forth in Section 10.13(b) hereof. Additional Mezzanine Borrower shall mean the borrower under any Additional Mezzanine Loan. Additional Mezzanine Loan shall have the meaning set forth in Section 9.7 hereof. Adjusted Debt Service shall mean, with respect to any particular period of time, the payments of interest that would be due on the outstanding principal balance of the Loan assuming an interest rate equal to the lesser of (i) the Strike Rate plus the Spread and (ii) the Applicable Interest Rate. Adjusted Net Sales Proceeds shall mean, with respect to the sale of an Individual Property or any Out-Parcel, the product obtained by multiplying (x) the Net Sales Proceeds for such Individual Property by (y) the Release Percentage. Adjusted Prime Rate shall mean an interest rate per annum equal to the Prime Rate in effect from time to time plus the Prime Rate Spread. Affiliate shall mean, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by or is under common control with such Person or is a director or officer of such Person or of an Affiliate of such Person. Such term shall include the Guarantor unless otherwise specified or if the context may otherwise require. Affiliated Loans shall have the meaning set forth in Section 5.1.10(m) hereof. Affiliated Manager shall mean any property manager which is an Affiliate of, or in which Borrower, Principal, Mortgage Borrower, Mortgage Principal, Mezzanine A Borrower, Mezzanine A Principal, Mezzanine B Borrower, Mezzanine B Principal, Mezzanine C Borrower, Mezzanine C Principal, Mezzanine D Borrower, Mezzanine D Principal or any Guarantor has, directly or indirectly, any legal, beneficial or economic interest. Allocated Loan Amount shall mean, for an Individual Property or an Out-Parcel, the amount set forth on Exhibit A attached hereto. ALTA shall mean American Land Title Association, or any successor thereto. Alteration Threshold shall mean, with respect to any Individual Property, an amount equal to four percent (4%) of the sum of (i) the Allocated Loan Amount for such Individual Property, (ii) the Allocated Loan Amount (as defined in the Mortgage Loan Agreement) for such Individual Property, (iii) the Allocated Loan Amount (as defined in the Mezzanine A Loan Agreement) for such Individual Property, (iv) the Allocated Loan Amount (as defined in the Mezzanine B Loan Agreement) for such Individual Property, (v) the Allocated Loan Amount (as defined in the Mezzanine C Loan Agreement) for such Individual Property and (vi) the Allocated Loan Amount (as defined in the Mezzanine D Loan Agreement) for such Individual Property. Annual Budget shall mean the operating budget, including all planned capital expenditures, for each Individual Property prepared by Mortgage Borrower for the applicable Fiscal Year or other period and delivered to Lender pursuant to Section 5.1.10 hereof. Applicable Laws shall mean all existing and future federal, state and local laws, orders, ordinances, governmental rules and regulations and court orders. Applicable Interest Rate shall mean (i) from and including March 15, 2008 through April 14, 2008, an

Definitions from Amended and Restated Loan Agreement

THIS AMENDED AND RESTATED LOAN AGREEMENT, dated as of March 28, 2008 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), between CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, having its place of business at 388 Greenwich Street, 11th Floor, New York, NY 10013, (Lender) and NATIONAL INDUSTRIAL PORTFOLIO BORROWER, LLC, a Delaware limited liability company, having its principal place of business at c/o Hackman Capital Partners, LLC, 11111 Santa Monica Boulevard, Suite 950, Los Angeles, California 90025 (Borrower).

Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent: Acceptable Counterparty means any Counterparty to the Interest Rate Cap Agreement that has and shall maintain, until the expiration of the applicable Interest Rate Cap Agreement, credit ratings from the Rating Agencies at least equal to the First Trigger Ratings. Account Collateral shall mean: (i) the Accounts, and all Cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in the Accounts from time to time; (ii) any and all amounts invested in Permitted Investments; (iii) all interest, dividends, Cash, instruments and other property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the foregoing; and (iv) to the extent not covered by clauses (i) - (iii) above, all proceeds (as defined under the UCC as in effect in the State in which the Accounts are located) of any or all of the foregoing. Accounts shall mean, collectively, the Property Account, the Tax Account, the Insurance Premium Account, the Replacement Reserve Account, the Ground Rent Account, the Rollover Reserve Account, the Borrower Expense Account, the Excess Cash Reserve Account, the Lockbox Account or any other escrow accounts or reserve accounts established by the Loan Documents. Acquired Property shall have the meaning set forth in Section 5.1.10(h)(i) hereof. Acquired Property Statements shall have the meaning set forth in Section 5.1.10(h)(i) hereof. Act shall have the meaning set forth in Section 4.1.35 hereof. Additional Indemnified Liabilities shall have the meaning set forth in Section 10.13(b) hereof. Additional Mezzanine Borrower shall mean the borrower under any Additional Mezzanine Loan. Additional Mezzanine Loan shall have the meaning set forth in Section 9.7 hereof. Adjusted Debt Service shall mean, with respect to any particular period of time, the payments of interest that would be due on the outstanding principal balance of the Loan assuming an interest rate equal to the lesser of (i) the Strike Rate plus the Spread and (ii) the Applicable Interest Rate. Adjusted Net Sales Proceeds shall mean, with respect to the sale of an Individual Property or any Out-Parcel, the product obtained by multiplying (x) the Net Sales Proceeds for such Individual Property by (y) the Release Percentage. Adjusted Prime Rate shall mean an interest rate per annum equal to the Prime Rate in effect from time to time plus the Prime Rate Spread per annum. Affiliate shall mean, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by or is under common control with such Person or is a director or officer of such Person or of an Affiliate of such Person. Such term shall include the Guarantor unless otherwise specified or if the context may otherwise require. Affiliated Loans shall have the meaning set forth in Section 5.1.10(m) hereof. Affiliated Manager shall mean any property manager which is an Affiliate of, or in which Borrower, Principal, Mezzanine A Borrower, Mezzanine A Principal, Mezzanine A Pledgor or any Guarantor has, directly or indirectly, any legal, beneficial or economic interest. Allocated Loan Amount shall mean, for an Individual Property or an Out-Parcel, the amount set forth on Exhibit A attached hereto. ALTA shall mean American Land Title Association, or any successor thereto. Alteration Threshold shall mean, with respect to any Individual Property, an amount equal to four percent (4%) of the sum of (i) the Allocated Loan Amount for such Individual Property and (ii) the Allocated Loan Amount (as defined in the Mezzanine A Loan Agreement) for such Individual Property. Annual Budget shall mean the operating budget, including all planned capital expenditures, for each Individual Property prepared by Borrower for the applicable Fiscal Year or other period and delivered to Lender pursuant to Section 5.1.10 hereof. Applicable Laws shall mean all existing and future federal, state and local laws, orders, ordinances, governmental rules and regulations and court orders. Applicable Interest Rate shall mean (A) from and including March 15, 2008 through April 14, 2008, an interest rate per annum equal to 2.8175% plus the Spread; and (B) from and including April 15, 2008 and for each successive Interest Period through and including the date on which the Debt is paid in full, an interest rate per annum equal to (I) the Eurodollar Rate or (II) the Adjusted Prime Rate, if the Loan begins bearing interest at the Adjusted Prime Rate in accordance with the provisions of Section 2.2.3 hereof. Appraisal shall mean an appraisal prepared in accordance with the requirements of FIRREA and USPAP, prepared by an independent third party appraiser holding an MAI designation, who is State licensed or State certified if required under the laws of the State where the applicable Individual Property

Definitions from Loan Agreement

THIS LOAN AGREEMENT, dated as of August 8, 2007 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this Agreement), between CITIGROUP GLOBAL MARKETS REALTY CORP., a New York corporation, having its place of business at 388 Greenwich Street, 11th Floor, New York, NY 10013, (Lender) and NATIONAL INDUSTRIAL PORTFOLIO BORROWER, LLC, a Delaware limited liability company, having its principal place of business at c/o Hackman Capital Partners, LLC, 11111 Santa Monica Boulevard, Suite 950, Los Angeles, California 90025 (Borrower).

Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent: Acceptable Counterparty means any Counterparty to the Interest Rate Cap Agreement that has and shall maintain, until the expiration of the applicable Interest Rate Cap Agreement, a long-term unsecured debt rating of not less than A+ (or the equivalent) by the Rating Agencies and a short-term unsecured debt rating of not less than A-1+ (or the equivalent) by the Rating Agencies. Account Collateral shall mean: (i) the Accounts, and all Cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in the Accounts from time to time; (ii) any and all amounts invested in Permitted Investments; (iii) all interest, dividends, Cash, instruments and other property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the foregoing; and (iv) to the extent not covered by clauses (i) - (iii) above, all proceeds (as defined under the UCC as in effect in the State in which the Accounts are located) of any or all of the foregoing. Accounts shall mean, collectively, the Property Account, the Tax Account, the Insurance Premium Account, the Replacement Reserve Account, the Ground Rent Account, the Rollover Reserve Account, the Borrower Expense Account, the Excess Cash Reserve Account, the Property Release Account, the Lockbox Account or any other escrow accounts or reserve accounts established by the Loan Documents. Acquired Property shall have the meaning set forth in Section 5.1.10(h)(i) hereof. Acquired Property Statements shall have the meaning set forth in Section 5.1.10(h)(i) hereof. Act shall have the meaning set forth in Section 4.1.35 hereof. Additional Indemnified Liabilities shall have the meaning set forth in Section 10.13(b) hereof. Additional Mezzanine Borrower shall mean the borrower under any Additional Mezzanine Loan. Additional Mezzanine Loan shall have the meaning set forth in Section 9.7 hereof. Adjusted Debt Service shall mean, with respect to any particular period of time, the payments of interest that would be due on the outstanding principal balance of the Loan assuming an interest rate equal to the lesser of (i) the Strike Rate plus the Spread and (ii) the Applicable Interest Rate. Adjusted Net Sales Proceeds shall mean, with respect to the sale of an Individual Property or any Out-Parcel, the product obtained by multiplying (x) the Net Sales Proceeds for such Individual Property by (y) the Release Percentage. Adjusted Prime Rate shall mean an interest rate per annum equal to the Prime Rate in effect from time to time plus the Prime Rate Spread per annum. Affiliate shall mean, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by or is under common control with such Person or is a director or officer of such Person or of an Affiliate of such Person. Such term shall include the Guarantor unless otherwise specified or if the context may otherwise require. Affiliated Loans shall have the meaning set forth in Section 5.1.10(m) hereof. Affiliated Manager shall mean any property manager which is an Affiliate of, or in which Borrower, Principal, Mezzanine A Borrower, Mezzanine A Principal, Mezzanine A Pledgor or any Guarantor has, directly or indirectly, any legal, beneficial or economic interest. Allocated Loan Amount shall mean, for an Individual Property or an Out-Parcel, the amount set forth on Exhibit A attached hereto. ALTA shall mean American Land Title Association, or any successor thereto. Alteration Threshold shall mean, with respect to any Individual Property, an amount equal to four percent (4%) of the sum of (i) the Allocated Loan Amount for such Individual Property and (ii) the Allocated Loan Amount (as defined in the Mezzanine A Loan Agreement) for such Individual Property. Annual Budget shall mean the operating budget, including all planned capital expenditures, for each Individual Property prepared by Borrower for the applicable Fiscal Year or other period and delivered to Lender pursuant to Section 5.1.10 hereof. Applicable Laws shall mean all existing and future federal, state and local laws, orders, ordinances, governmental rules and regulations and court orders. Applicable Interest Rate shall mean (A) from and including the date of this Agreement through August 14, 2007, an interest rate per annum equal to 6.48%; and (B) from and including August 15, 2007 and for each successive Interest Period through and including the date on which the Debt is paid in full, an interest rate per annum equal to (I) the Eurodollar Rate or (II) the Adjusted Prime Rate, if the Loan begins bearing interest at the Adjusted Prime Rate in accordance with the provisions of Section 2.2.3 hereof. Appraisal shall mean an appraisal prepared in accordance with the requirements of FIRREA and USPAP, prepared by an independent third party appraiser holding

Definitions from Amended and Restated

THIS FIFTH AMENDED AND RESTATED UNSECURED REVOLVING CREDIT AGREEMENT is entered into as of September 28, 2007 by and among the following:

Definitions. As used in this Agreement, the following terms have the meanings set forth below: Absolute Interest Period means, with respect to a Competitive Bid Loan made at an Absolute Rate, a period of up to 180 days as requested by Borrower in a Competitive Bid Quote Request and confirmed by a Lender in a Competitive Bid Quote but in no event extending beyond the Maturity Date. If an Absolute Interest Period would end on a day which is not a Business Day, such Absolute Interest Period shall end on the next succeeding Business Day. Absolute Rate means a fixed rate of interest (rounded to the nearest 1/100 of 1%) for an Absolute Interest Period with respect to a Competitive Bid Loan offered by a Lender and accepted by the Borrower at such rate under Section 2.17. Adjusted EBITDA means for any Person the sum of EBITDA for such Person and such Persons reported corporate overhead for itself and its Subsidiaries; provided that Adjusted EBITDA shall have deducted overhead related to specific properties. Adjusted LIBOR Rate means, with respect to (x) a Eurocurrency Borrowing in Dollars for the relevant LIBOR Interest Period, the sum of (i) the quotient of (a) the Base LIBOR Rate applicable to such LIBOR Interest Period, divided by (b) one minus the Reserve Requirement (expressed as a decimal) applicable to such LIBOR Interest Period, plus, (ii) in the case of ratable Eurocurrency Borrowings, the LIBOR Applicable Margin in effect from time to time during such LIBOR Interest Period, or in the case of Eurocurrency Borrowings made as Competitive Bid Loans, the Competitive LIBOR Margin established in the Competitive Bid Quote applicable to such Competitive Bid Loan or (y) a Eurocurrency Borrowing in Qualified Foreign Global Currencies, the sum of the Base LIBOR Rate applicable to such LIBOR Interest Period, the LIBOR Applicable Margin and the Mandatory Costs. Adjusted Prime Rate means a floating interest rate equal to the Prime Rate plus Prime Applicable Margin changing when and as the Prime Rate and Prime Applicable Margin changes. Adjusted Prime Rate Borrowing means a Borrowing that bears interest at the Adjusted Prime Rate. Administrative Agent means JPMCB, in its capacity as contractual representative of the Lenders pursuant to Article XII, and not in its individual capacity as a Lender, and any successor Agent appointed pursuant to Article XII, it being understood that matters concerning Qualified Foreign Global Currency Loans will be administered by J.P. Morgan Europe Limited. Administrative Office means the New York Administrative Office or the London Administrative Office, as applicable. Affiliate means any Person directly or indirectly controlling, controlled by or under direct or indirect common control with any other Person. A Person shall be deemed to control another Person if the controlling Person owns ten percent (10%) or more of any class of voting securities of the controlled Person or possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled Person, whether through ownership of stock, by contract or otherwise. Aggregate Commitment means, as of any date, the total of all Domestic Revolving Commitments and Global Revolving Commitments, which as of the Agreement Execution Date is $500,000,000, subject to Borrowers right to reduce the Aggregate Commitment pursuant to Section 2.18 and to increase the Aggregate Commitment pursuant to Section 2.19. Agreement means this Fifth Amended and Restated Unsecured Revolving Credit Agreement and all amendments, modifications and supplements hereto. Agreement Execution Date shall mean September 28, 2007, the date on which all of the parties hereto have executed this Agreement. Alternative Currency means any currency that is freely available, freely transferable and freely convertible into Dollars and in which dealings in deposits are carried on in the London interbank market, provided that such currency is acceptable to the Administrative Agent and the applicable Issuing Bank. Alternative Currency LC Exposure means at any time, the sum of (a) the Dollar Equivalent of the aggregate undrawn and unexpired amount of all outstanding Alternative Currency Letters of Credit at such time plus (b) the Dollar Equivalent of the aggregate principal amount of all LC Disbursements in respect of Alternative Currency Letters of Credit that have not yet been reimbursed at such time. Alternative Currency Letter of Credit means a Facility Letter of Credit denominated in an Alternative Currency. Applicable Cap Rate means 7.75%. Applicable Margin means the applicable margins set forth in the table in Section 2.8 used in calculating the interest rate applicable to the various types of Borrowings, which shall vary from time to time in accordance with the long term, senior unsecured debt ratings of Borrower and General Partner in the manner set forth in Section 2.8. Approved Fund means any Fund that is administered or managed by (a) a Le

Definitions from Loan Agreement

THIS LOAN AGREEMENT, dated as of October 2, 2006 (as amended, restated, replaced, supplemented or otherwise modified pursuant to a written agreement signed by the parties hereto from time to time, this Agreement), between WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, having an office at 301 South College Street, Charlotte, North Carolina 28288 (Lender) and GMH COMMUNITIES, LP, a Delaware limited partnership, having an address at 10 Campus Boulevard, Newtown Square, Pennsylvania 19073 (Borrower).

Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent: Acquiror shall have the meaning set forth in Section 2.2.1(b)(i). Acquisition Transaction shall have the meaning set forth in Section 2.2.1(b)(i). Additional Advance shall have the meaning set forth in Section 2.1.5. Adjusted Management EBITDA shall mean the sum of (i) EBITDA received from the management of Student Housing Projects owned by a Person other than Borrower or its subsidiary for the three (3)-month period ending on the last day of the fiscal quarter ending on the date of determination, and (ii) EBITDA received from management fees, development fees, construction and renovation fees, and returns in respect of Equity Interests in respect of operating Military Housing Projects for the three (3)-month period ending on the last day of the fiscal quarter ending on the date of determination, all as calculated in accordance with GAAP. Adjusted Prime Rate shall mean an interest rate per annum equal to the Prime Rate in effect from time to time plus the difference (expressed as the number of basis points) between (a) the Eurodollar Rate on the date LIBOR was last applicable to the Loan and (b) the Prime Rate on the date that LIBOR was last applicable to the Loan; provided, however, in no event shall such difference be a negative number. Affiliate shall mean, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by or is under common control with such Person. Allocated Loan Amount shall mean, for an Individual Property, the amount set forth on Schedule A attached hereto. Allocated Value shall mean, for an Individual Property, the amount set forth on Schedule A attached hereto. ALTA shall mean American Land Title Association, or any successor thereto. Applicable Laws shall mean all existing and future federal, state and local laws, orders, ordinances, governmental rules and regulations and court orders that are applicable to the applicable Individual Property, the situation or the Person, as the case may be. Applicable Interest Rate shall mean for each Interest Period through and including the date on which the Debt is paid in full, an interest rate per annum equal to (I) the Eurodollar Rate or (II) the Adjusted Prime Rate if the Loan begins bearing interest at the Adjusted Prime Rate in accordance with the provisions of Section 2.2.3 hereof. Appraisal shall mean an appraisal prepared in accordance with the requirements of FIRREA, prepared by an independent third-party appraiser holding an MAI designation, who is State licensed or State certified if required under the laws of the State where the applicable Individual Property is located, who meets the requirements of FIRREA and who is otherwise reasonably satisfactory to Lender. Assignment of Agreements those certain first priority assignment of agreements to trusts, liens, and permits, as the same may be amended, restated, replaced, supplemented, or otherwise modified from time to time. Assignment of Management Agreement shall mean, with respect to each Individual Property, that certain Conditional Assignment of Management Agreement dated the date hereof among Lender, Property Guarantor and Manager, as the same may be amended, restated, replaced, supplemented or otherwise modified pursuant to a written agreement signed by the parties thereto from time to time. Award shall mean any compensation paid by any Governmental Authority in connection with a Condemnation in respect of all or any part of any Individual Property. Bankruptcy Code shall mean Title 11 U.S.C. SS 101 et seq., and the regulations adopted and promulgated pursuant thereto (as the same may be amended from time to time). Basic Carrying Costs shall mean, with respect to each Individual Property, the sum of the following costs associated with such Individual Property for the relevant Fiscal Year or payment period: (i) Taxes, and (ii) Insurance Premiums. Borrower shall have the meaning set forth in the introductory paragraph hereto, together with its respective successors and assigns. Breakage Costs shall have the meaning set forth in Section 2.2.3(d) hereof. Business Day a day other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed, except that, when used in connection with a Eurodollar Loan, such day shall also be a day on which dealing between banks are carried on in U.S. dollar deposits in London, England. Capital Event shall mean, after the Closing Date, (i) the sale, exchange, transfer, assignment or other disposition of (a) an Encumbered Property by an Encumbered Property Subsidiary, or any portion thereof or direct or indirect interest therein, or (b) any Mezzanine Asset by a Mezzanine Subsidiary (or a direct or indirect subsidiary of same) or any portion thereof or direct or indirect interest therein, in each case including, but not li

Definitions from Mezzanine Loan Agreement

THIS LOAN AGREEMENT, dated as of September , 2005 (as amended, restated, replaced, supplemented, extended or otherwise modified from time to time, this Agreement), between LEHMAN BROTHERS BANK, FSB, a federal stock savings bank, having an address at 1000 West Street, Suite 200, Wilmington, Delaware 19801, individually and as Agent for one or more Co-Lenders (Lender) and MERISTAR MEZZANINE BORROWER SPE, LLC, a Delaware limited liability company, having an office at 4501 N. Fairfax Drive, Suite 500, Arlington, Virginia 22203 (Borrower).

Definitions. For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent: Acceptable Counterparty means any Counterparty to the Interest Rate Cap Agreement that has and shall maintain, until the expiration of the applicable Interest Rate Cap Agreement, a long-term unsecured debt rating of not less than AA- (or the equivalent) by the Rating Agencies. Account Collateral shall mean: (i) the Accounts, and all Cash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in the Accounts from time to time; (ii) any and all amounts invested in Permitted Investments; (iii) all interest, dividends, Cash, instruments and other property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the foregoing; and (iv) to the extent not covered by clauses (i) - (iii) above, all proceeds (as defined under the UCC as in effect in the State in which the Accounts are located) of any or all of the foregoing. Accounts shall mean all reserve, escrow and security accounts which have been or may be established by the Loan Documents. ACM shall have the meaning set forth in Section 5.1.27. Additional Indemnified Liabilities shall have the meaning set forth in Section 10.13(b) hereof. Adjusted Debt Service shall mean, with respect to any particular period of time, the payments of principal and interest that would be due on the outstanding principal balance of the Loan assuming a loan constant equal to 8.558% for such period. Adjusted Prime Rate shall mean an interest rate per annum equal to the Prime Rate in effect from time to time plus one percent (1%) per annum. Affiliate shall mean, as to any Person, any other Person that, directly or indirectly, is in control of, is controlled by or is under common control with such Person or is a director or officer of such Person or of an Affiliate of such Person. Such term shall include the Guarantor unless otherwise specified or if the context may otherwise require. Affiliated Manager shall mean any property manager which is an Affiliate of, or in which Borrower, Mortgage Borrower, Principal, or any Guarantor has, directly or indirectly, any legal, beneficial or economic interest. Agent shall have the meaning set forth in Section 9.7.2(d) hereof. Allocated Loan Amount shall mean, for an Individual Property, the amount set forth on Schedule I attached hereto. ALTA shall mean American Land Title Association, or any successor thereto. Alteration Threshold Amount shall have the meaning set forth in Section 5.1.20 hereof. Annual Budget shall mean the operating budget, including all planned capital expenditures, for each Individual Property prepared by Mortgage Borrower for the applicable Fiscal Year or other period. Applicable Contribution shall have the meaning set forth in Section 9.6(f) hereof. Applicable Interest Rate shall mean (A) from and including the date of this Agreement through October 8, 2005, an interest rate per annum equal to 5.08%; and (B) for each successive Interest Period through and including the date on which the Debt is paid in full, an interest rate per annum equal to (I) the Eurodollar Rate or (II) the Adjusted Prime Rate, if the Loan begins bearing interest at the Adjusted Prime Rate in accordance with the provisions of Section 2.2.3 hereof. Applicable Laws shall mean all existing and future federal, state and local laws, orders, ordinances, governmental rules and regulations and court orders. Appraisal shall mean an appraisal prepared in accordance with the requirements of FIRREA and USPAP, prepared by an independent third party appraiser holding an MAI designation, who is State licensed or State certified if required under the laws of the State where the applicable Individual Property is located, who meets the requirements of FIRREA and USPAP and who is otherwise reasonably satisfactory to Lender. Approved Accountant shall mean a Big Four accounting firm, or other independent certified public accountant reasonably acceptable to Lender. Approved Annual Budget shall have the meaning set forth in Section 5.1.10(d) hereof. Approved Capital Budget shall mean a Capital Budget that has been approved by Lender. Assignment and Assumption shall have the meaning set forth in Section 9.7.2 hereof. Assignment of Interest Rate Cap shall mean that certain Collateral Assignment of Interest Rate Cap Agreement made by Borrower to Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time. Assignment of Leases shall mean, with respect to each Individual Property, that certain first priority Assignment of Leases and Rents, dated as of the date hereof, from Mortgage Borrower, as assignor, to Mortgage Lender, as assignee, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time. Assignment of Management Agreement shall mean, with respect to each Individu