BUILDING LOAN AGREEMENT

Exhibit 10.1

BUILDING LOAN AGREEMENT

Dated as of December 21, 2007

BUILDING LOAN AGREEMENT ("this Agreement") dated as of December 21, 2007 by and among ALEXANDER'S OF REGO PARK II, INC., a Delaware corporation ("Borrower"), PB CAPITAL CORPORATION (in its individual capacity and not as Administrative Agent, "PB Capital"), NORDDEUTSCHE LANDESBANK GIROZENTRALE, NEW YORK BRANCH ("NordLB"), WELLS FARGO BANK, NATIONAL ASSOCIATION ("Wells Fargo"), LANDESBANK BADEN-WÜRTTEMBERG, NEW YORK BRANCH ("LBBW") and BANK OF IRELAND, CONNECTICUT BRANCH ("Bank of Ireland"; PB Capital, NordLB, Wells Fargo, LBBW, Bank of Ireland and each other lender who may become a Lender pursuant to Section 3.05, Section 7.20 or Section 8.13, each, a "Lender" and collectively, "Lenders") and PB CAPITAL CORPORATION, as Administrative Agent for Lenders (together with its successors in such capacity, "Administrative Agent").

Borrower desires that Lenders extend credit as provided herein, and Lenders are prepared to extend such credit on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual promises and agreements herein contained, Borrower, Administrative Agent and Lenders hereby agree as follows:

ARTICLE I

PARTICULAR TERMS, DEFINITIONS AND RULES OF CONSTRUCTION

Particular Terms . As used in this Agreement, the following terms shall have the respective meanings indicated opposite each of them.

"Aggregate Change Order Amount " -- $5,000,000.

" Borrower's Architects " -- ¹ SCLE Architects, LLP.

"Borrower's Interest in the Premises " - Fee.

"Change Order Amount " -- $2,000,000.

" Completion Date " -- (i) With respect to that portion of the Improvements constituting "Pre-Possession Work" under the Lease with Home Depot (the "Home Depot Lease"), June 30, 2009, (ii) with respect to that portion of the Improvements constituting "Pre-Possession Work" under the Lease with Kohl's (the "Kohl's Lease") required to be completed by October 1, 2009, October 1, 2009, (iii) with respect to that portion of the Improvements constituting "Pre-Possession Work" under the Lease with Century 21 (the "Century 21 Lease"), June 30, 2009 and (iv) with respect to that portion of the Improvements constituting "Post-Possession Work" under any of the Home Depot Lease, the Kohl's Lease or the Century 21 Lease and, with respect to the balance of the Improvements not otherwise described above, the earliest date required for completion of "Post-Possession Work" under any of such Leases, but in no event later than December 31, 2009, in each case, subject to the extension by one day for each day a Force Majeure Event exists so long as during the period of any such extension the failure to complete does not give rise to (x) the right of any of Century 21, Home Depot or Kohl's under its Lease to cancel its Lease and/or (y) penalties and/or damages being owed by Borrower to any of Century 21, Home Depot or Kohl's under its Lease (whether as a direct payment obligation, an offset or otherwise) and subject, further, to the provisions of Section 9.04(b).

" Construction Consultant " -- Inspection & Valuation International, Inc., or other firm designated by Administrative Agent.

" Construction Manager " -- Bovis Lend Lease LMB, Inc. and any successors thereof as selected by Borrower and reasonably approved by Administrative Agent.

" Guarantor " (of Payment and Completion Costs) -- Jointly and severally, Alexander's, Inc. and any other Person(s) who may hereafter become a guarantor of any or all of Borrower's obligations in respect of the Loan and the Other Loan.

" Improvements " -- A retail center containing approximately 618,000 rentable square feet in an approximately 1,281,000 gross square foot building, together with a parking garage containing approximately 1,391 parking spots and a vehicular and pedestrian bridge over 62nd Drive.

" Loan Amount " -- $251,785,000.

" Maturity Date " -- December 21, 2010, subject to the extension option contained in Section 9.04.

_________________________

¹  architects and/or engineers responsible for preparing the Plans and supervising construction of the Improvements, and any successor engaged with Administrative Agent's consent.

" Additional Costs " -- Any out-of-pocket costs, losses or expenses actually incurred by any Lender which it determines are attributable to its making or maintaining its Pro Rata Share of the Loan, or its obligation to make any Loan advances, or any reduction in any amount receivable by any Lender under the Loan or its Note.

" Administrative Agent " -- Has the meaning specified in the preamble.

" Administrative Agent's Office " -- Administrative Agent's Office as set forth on its signature page of this Agreement, or such other address in the United States as Administrative Agent may designate by notice to Borrower and Lenders.

" Affected Lender " -- Has the meaning specified in Section 3.05.

" Affiliate " -- With respect to any Person, any other Person:

(A) which directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such Person; or

(B) which, directly or indirectly, beneficially owns or holds five percent (5%) or more of any class of stock or any other ownership interest in such Person (but specifically excluding limited partners); or

(C) five percent (5%) or more of the direct or indirect ownership of which is beneficially owned or held by such Person (but specifically excluding limited partners); or

(D) which is a member of the family (as defined in Section 267(c)(4) of the Code) of such Person or which is a trust or estate, the beneficial owners of which are members of the family (as defined in Section 267(c)(4) of the Code) of such Person; or

(E) which directly or indirectly is a general partner (but specifically excluding limited partners), controlling shareholder, managing member or director of such Person.

For purposes of this definition, the term "control" (and its correlative meanings) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of stock, by contract or otherwise.

" Agreement " -- Has the meaning specified in the preamble.

" Agreement Regarding Instructions " -- The Agreement Regarding Instructions Given by Telephone, Email or Facsimile between Borrower and Administrative Agent, dated the date hereof.

" Applicable Lending Office " -- For each Lender and for its Base Rate Loan or LIBOR Loan, as applicable, the lending office of such Lender (or of an affiliate of such Lender) designated as such on the signature page hereof or in the applicable Assignment and Assumption Agreement, or such other office of such Lender (or of an affiliate of such Lender) as such Lender may from time to time specify to Administrative Agent and Borrower as the office by which its Base Rate Loan or LIBOR Loan, as applicable, is to be made and maintained.

" Approved Lease " and " Approved Leases " -- Any Lease with respect to space in the Improvements which (i) is fully subordinate by its terms to the lien of the Mortgage and the Other Mortgage or with respect to which a subordination and attornment agreement with the tenant under said Lease, in form and substance reasonably acceptable to Administrative Agent has been fully executed and delivered to Administrative Agent, subject to the requirement that Administrative Agent grant non-disturbance in accordance with Section 6.02(e), (ii) complies with the leasing parameters set forth in a letter agreement of even date herewith between Borrower and Administrative Agent (the "Leasing Parameters Letter") for "Non-Major Leases", (iii) provides for an initial term of at least ten (10) years, (iv) does not have a free rent period of more than seven (7) months, unless Administrative Agent agrees otherwise (such agreement not to be unreasonably withheld, conditioned or delayed), (v) with respect to a Lease for space of 25,000 square feet or more, is with a tenant (A) having a credit standing reasonably acceptable to Administrative Agent, provided, however, that a senior long term unsecured debt credit rating, as published by Moody's Investors Service, Inc. (or other comparable rating agency), of "Baa" (or comparable rating from such other rating agency) or higher shall be deemed an acceptable credit standing, or (B) having a net worth reasonably estimated to be ten (10) times such tenant's annual rent obligations, (vi) has as a tenant a Person which is not Borrower, any Guarantor or an Affiliate of any thereof and (vii) is executed on Borrower's standard lease forms approved by Administrative Agent and attached as exhibits to the Initial Advance Open Items Letter as such forms may be modified from time to time with Administrative Agent's approval (such approval not to be unreasonably withheld, conditioned or delayed) or, if

such tenant is a national retailer, on such tenant's standard form, in each case with such changes thereto as are commercially reasonable given the then market conditions.

" Assignee " -- Has the meaning specified in Section 8.13.

" Assignment and Assumption Agreement " -- An Assignment and Assumption Agreement, substantially in the form of Exhibit B attached hereto, pursuant to which a Lender assigns and an Assignee assumes rights and obligations in accordance with Sections 3.05 and 8.13.

" Assignment of Leasing Agreement " -- The Assignment, Consent and Subordination Retention Agreement from Borrower and Vornado Realty L.P. for the benefit of Administrative Agent dated of even date herewith.

" Assignment of Management Agreement " -- The Assignment, Consent and Subordination of Management Agreement from Borrower and Vornado Realty L.P. for the benefit of Administrative Agent dated of even date herewith.

" Authorized Representative " -- Means each individual identified in the Requisition Authorization Statement as an authorized signatory of Borrower.

" Base Rate " -- The rate of interest per annum equal to the higher of (1) the Federal Funds Rate plus 1/2 of 1% or (2) the Prime Rate.

" Base Rate Loan " -- The portion of a Lender's share of the Loan bearing interest at a rate per annum equal to the Base Rate plus the Base Rate Margin.

" Base Rate Margin " -- 0.5% per annum.

" Borrower " -- Has the meaning specified in the preamble.

" Building Loan Trust Account " -- A separate non-interest bearing bank account with the Depositary Bank which shall not be drawn upon except to pay Hard and Soft Costs approved by Administrative Agent or the Construction Consultant in accordance with the terms and provisions of this Agreement.

" Business Day " -- Any day (other than a Saturday or Sunday) on which commercial banks are not authorized or required to close in New York City; and, whenever such day relates to a LIBOR Loan, an Interest Period with respect to a LIBOR Loan, or notice with respect to a LIBOR Loan, any such day in which dealings in Dollar deposits are also carried out in the London interbank market and banks are also open for business in London.

" Century 21 " -- Has the meaning specified in Section 4.01(e)(25).

" Certain Changes " -- Has the meaning specified in Section 4.02(c).

" Change Orders " -- Any amendments or modifications (of whatever nature or form, including any "change bulletin") to the Plans and Specifications, Construction Management Agreement or Major Trade Contracts.

" Code " -- The Internal Revenue Code of 1986, as amended.

" Condominium " -- In the event that Borrower elects to so convert the ownership of the Premises and Improvements constructed or to be constructed thereon, a condominium form of ownership in accordance with the Condominium Act.

" Condominium Act " -- Article 9-B of the Real Property Law of the State of New York (§ 339-d et seq .), and all regulations with respect thereto, now or hereafter promulgated.

" Condominium Documents " -- All documents, as required by the Condominium Act and otherwise, necessary for establishing condominium ownership of the Premises and Improvements and creating the Residential Unit and the Retail Unit and no others, including, but not limited to, a declaration of condominium (the "Declaration"), an offering plan (if applicable) accepted for filing by the New York Department of Law including all amendments thereto or a "no action letter" issued by the New York Department of Law (if applicable), tax lot drawings ("Tax Lot Drawings"), management agreement and all exhibits to the Declaration, including, without limitation, the definitions, the articles of incorporation (if applicable), bylaws and the rules and regulations.

" Construction Cost Statement " -- A statement, in form approved by Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed), setting forth, by category, the costs of completion of the Improvements and the Loan Budget Amounts in respect of the Hard Costs Loan and Soft Costs Loan.

" Construction Management Agreement " -- Any contract (together with all riders, addenda and other instruments referred to therein as "contract documents") between Borrower and the Construction Manager or any other Person which requires the Construction Manager or such other Person to provide, or supervise or manage the procurement of, substantially all labor and materials needed for completion of the Improvements.

" Control " -- The ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial ownership interest of an entity and the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power, the ownership of beneficial interests, by contract or otherwise, and "Controlled", "Controlling" and "under common control with" shall have the correlative meanings.

" Debt Service " -- The greatest of (each annualized) (x) the aggregate of the actual interest and letter of credit fees charged and payable by Borrower on the Total Commitment (or in the event the Maturity Date has been extended pursuant to Section 9.04, as the same may be reduced in connection with such extension) during the preceding or succeeding, as applicable, Measurement Period(s) in question, (y) the sum of all interest payments that would be payable over such Measurement Period(s) with respect to a loan in an amount equal to the Total Commitment (or in the event the Maturity Date has been extended pursuant to Section 9.04, as the same may be reduced in connection with such extension), assuming an interest rate per annum equal to 6% per annum and (z) the sum of all principal and interest payments that would be payable over such Measurement Period(s) with respect to a loan in an amount equal to the Total Commitment (or in the event the Maturity Date has been extended pursuant to Section 9.04, as the same may be reduced in connection with such extension), based upon a thirty (30) year mortgage-style amortization schedule, assuming an interest rate per annum equal to 1.25% above the yield on United States Treasury Securities with a term of ten (10) years in effect at the time in question, as published in the Federal Reserve Statistical Release ("Release") seven (7) Business Days prior to the date of determination, all as calculated by Borrower, subject, however, to the reasonable approval of Administrative Agent. If the Release is no longer published, a reasonable equivalent substitute therefor as reasonably selected by Administrative Agent in its discretion shall be utilized, and further provided that if the Release is not published seven (7) Business Days prior to the date of determination, then the Release as published on the most recent date prior thereto shall be utilized.

" Debt Service Coverage Ratio " -- As of any date of determination thereof, the ratio of Net Operating Income to Debt Service.

" Declaration " -- Has the meaning specified in the definition of "Condominium Documents".

" Default " -- Any event or circumstance which, with the giving of notice or the passage of time, or both, would become an Event of Default.

" Default Rate " -- The rate(s) of interest per annum then in effect under this Agreement plus, in each case, 5% and in no event, however, to exceed the maximum rate permitted by Law.

" Delinquency Amount "; " Delinquency Notice "; " Delinquent Lender " -- Have the respective meanings specified in Section 7.16.

" Depositary Bank " -- JPMorgan Chase Bank, N.A.

" Distribution " -- Any distributions, payments, dividends, proceeds, disbursements or other consideration arising from or to be made in connection with any direct or indirect membership or other equity interest in Borrower.

" Dollars " and "$" -- Lawful money of the United States.

" Draft Mapping Agreement " -- Has the meaning specified in Section 9.06.

" Electing Lender "; " Election Notice "; " Election Period " -- Have the respective meanings specified in Section 7.16.

" Eligible Lender " -- (i) A real estate investment trust, bank, savings and loan association, investment bank, financial institution, insurance company, trust company, commercial credit corporation, commercial bank (either organized (A) under the laws of the United States or any state thereof or (B) under the laws of any other country that is a member of the Organization for Economic Cooperation and Development, or a political subdivision of such country, including any landesbank or hypothenkenbank), pension plan, pension fund or pension advisory firm, mutual fund or government entity or plan, (ii) investment company or money management firm, (iii) an investment fund, limited liability company, limited partnership or general partnership (a "Permitted Investment Fund") where an Eligible Lender or a Permitted Fund Manager acts as the general partner, managing member or fund manager and at least fifty percent (50%) of the equity interests in such Permitted Investment Fund are owned, directly or indirectly, by an Eligible Lender, (iv) a commercial paper conduit which satisfies the following criteria: (A) an independent third

party irrevocably provides the conduit with credit enhancement in the form of liquidity support to satisfy the conduit's obligations, which liquidity support provider is otherwise an Eligible Lender and (B) the conduit is directly administrated by a Person that is otherwise an Eligible Lender or Controlled by an Eligible Lender, (v) a Person substantially similar to any of the foregoing entities described in clauses (i) or (ii) of this definition, and as to each of Persons described in clauses (i), (ii) or (v) provided such Person has total assets (in name or under management) in excess of $600,000,000 and (except with respect to a pension advisory firm or similar fiduciary) capital/statutory surplus or shareholder's equity of $250,000,000 or (vi) any Lender.

" Embargoed Person " -- Has the meaning specified in Section 5.22(a).

" Employee Benefit Plan " -- Any employee benefit or other plan established or maintained, or to which contributions have been made, by Borrower or Guarantor.

" ERISA " -- The Employee Retirement Income Security Act of 1974, including the rules and regulations promulgated thereunder.

" ERISA Affiliate " -- Any corporation which is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as Borrower and/or Guarantor, or any trade or business which is under common control (within the meaning of Section 414(c) of the Code) with Borrower and/or Guarantor, or any organization which is required to be treated as a single employer with Borrower and/or Guarantor under Section 414(m) or 414(o) of the Code.

" Event of Default " -- Has the meaning given to such term in the Mortgage.

" Federal Funds Rate " -- For any period, a fluctuating interest rate per annum (based on a 360 day year) equal, for each day of such period, to the rate of interest quoted at 11:00 a.m. New York time charged on overnight federal funds transactions with member banks of the Federal Reserve System, as published by the Federal Reserve Bank of New York.

" Financial Statements " -- Statements of the assets, liabilities (direct and contingent), income, expenses and cash flow and a detailed balance sheet of Borrower and Guarantor, prepared in accordance with GAAP, which shall be unaudited unless otherwise specified herein.

" Force Majeure Event " -- An act of God, strike, lockout, explosion, act of sabotage, riot, civil commotion, act of war, fire, other casualty, a shortage of materials or any other cause beyond the reasonable control of Borrower which shall delay the progress of construction of the Improvements, provided that Borrower shall notify Administrative Agent within a reasonable period of time following the commencement of the Force Majeure Event. For the purposes of this definition of "Force Majeure Event", the following are expressly excluded as a Force Majeure Event: (i) a shortage of funds by Borrower or any party to the Construction Management Agreement, any Subcontract or any other instrument, document and rights relating to the design, construction and development of the Improvements; and (ii) the insolvency of Borrower or any member of Borrower.

" GAAP " -- Those generally accepted accounting principles and practices which are recognized as such by the American Institute of Certified Public Accountants or by the Financial Accounting Standards Board or through appropriate boards or committees of that Board after the date of this Agreement, and which are consistently applied for all periods, so as to properly reflect the financial position of a Person, except that any accounting principle or practice required or permitted to be changed by the American Institute of Certified Public Accountants or the Financial Accounting Standards Board (or other appropriate board or committee of that Board) in order to continue as a generally accepted accounting principle or practice may be so changed only so long as such required or permitted change with all related changes shall not have the effect of permitting Borrower's compliance with any financial covenants or performance tests contained in this Agreement when without such change and related changes, Borrower would not so comply.

" Governmental Authorities " -- The United States, the State of New York and any political subdivision, agency, department, commission, board, bureau or instrumentality of either of them, including any local authorities, which exercises jurisdiction over Borrower, Guarantor, the Premises or the Improvements and any foreign jurisdiction which exercises jurisdiction over Lenders or Postbank.

" Governmental Blacklist " -- (i) The Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control, United States Department of the Treasury, or (ii) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the rules and regulations of the Office of Foreign Assets Control, United States Department of the Treasury, or (iii) any similar list maintained by the United States

Department of State, the United States Department of Commerce or pursuant to any Executive Order of the President of the United States.

" Guaranty " -- The guaranty(ies) of the performance of all or part of Borrower's obligations, as indicated in Section 1.01, to be executed by Guarantor.

" Hard Costs " or " Direct Costs " -- The aggregate costs of all labor, materials, equipment and fixtures necessary for completion of construction of the Improvements.

" Hard Costs Loan "; " Soft Costs Loan " -- That portion of the Loan Amount applicable and equal to the sum of the Loan Budget Amounts for Hard Costs and Soft Costs, respectively, shown on the Construction Cost Statement.

" Hazardous Materials " -- Has the meaning given to such term in the Mortgage.

" Home Depot " -- Has the meaning given to such term in Section 4.01(e)(25).

" ICIP " -- Has the meaning given to such term in Section 6.27.

" Illegal Proceeds " -- Any proceeds (1) derived from Money Laundering Activities and/or Racketeering Activities; (2) procured in violation of applicable anti-bribery or Foreign Corrupt Practices Act related laws; and/or (3) derived from an Illegal Source.

" Illegal Source " -- Any individual or entity on a Governmental Blacklist.

" Indemnity " -- An agreement from Borrower and Guarantor, whereby, among other things, Administrative Agent and Lenders are indemnified regarding Hazardous Materials.

" Individual Loan Commitment " -- With respect to each Lender, the amount set forth below opposite the name of such Lender (subject to change in accordance with the terms of this Agreement):

" Initial Advance " -- The first advance of Loan proceeds to be made hereunder.

" Initial Advance Open Items Letter " -- Has the meaning given to such term in Section 4.01(e).

" Interest Payment Date " -- The first Business Day of the first calendar month following the date of the Initial Advance and the first Business Day of each calendar month thereafter until the Notes are repaid in full.

" Interest Period " -- (i) With respect to any Base Rate Loan, the period commencing on each Interest Payment Date and ending on the day immediately preceding the next succeeding Interest Payment Date and (ii) with respect to any LIBOR Loan, the period commencing on the borrowing or conversion date, as the case may be, with respect to such LIBOR Loan and ending one (1), two (2), three (3), or, if available, six (6) or twelve (12) months thereafter, as selected by Borrower in its Rate Request; provided that all of the foregoing provisions relating to Interest Periods are subject to the following:

(a)  if any Interest Period pertaining to a LIBOR Loan would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month in which event such Interest Period shall end on the immediately preceding Business Day;

(b)  any Interest Period pertaining to a LIBOR Loan that would otherwise extend beyond the Maturity Date shall end on the Maturity Date; and

(c)  any Interest Period pertaining to a LIBOR Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period.

" Kohl's " -- Has the meaning given to such term in Section 4.01(e)(25).

" Law " -- Any United States federal, state or local law, statute, rule, regulation, ordinance, order, decree, directive, requirement, code, notice of violation or rule of common law, now or hereafter in effect, and in each case as amended, and any judicial or administrative interpretation thereof by a Governmental Authority or otherwise, including any judicial or administrative order, determination, consent decree or judgment.

" Lease " -- Any present or future lease, use agreement, occupancy agreement, license or other similar instrument of all or any portion of the Improvements.

" Lease Letter of Credit " -- A letter of credit issued for the benefit of Borrower as security for the payment and performance of a tenant's obligation under its Lease.

" Leasing Parameters Letter " -- Has the meaning specified in the definition of "Approved Lease".

" Lender " and " Lenders " -- Has the meaning specified in the preamble.

" Lender Reply Period " -- Has the meaning specified in Section 8.12.

" Lenders' Counsel " -- Schiff Hardin LLP, 900 Third Avenue, 23rd Floor, New York, New York 10022.

" LIBO Rate " -- With respect to any Interest Period pertaining to a LIBOR Loan, the average rate of interest per annum, rounded to the nearest whole multiple of one ten-thousandth of one percent (0.0001%) of interbank offered rates for United States dollar deposits in an amount comparable to the amount of the LIBOR Loan to be outstanding during such Interest Period in the London interbank market as set forth on Bloomberg Screen, code BBAM, meaning the "British Bankers Association LIBOR Rates code" on the monitor of the money rates of the Bloomberg service or any successor code as may replace code BBAM in said service for the purposes of display of the interbank interest rates offered on the London market (London Interbank Offered Rates/LIBOR) at approximately 11:00 a.m. (London time) two (2) Business Days before the first day of the applicable Interest Period for a period of time comparable to the applicable Interest Period.

" LIBO Rate Request Amount " -- The amount, to be specified by Borrower in each Rate Request with respect to a LIBOR Loan, which Borrower desires to bear interest as a LIBOR Loan and which shall in no event be less than $250,000, except in the case of the last advance of the Loan.

" LIBOR Loan " -- All of any portion (as the context requires) of any Lender's share of the Loan or the Other Loan which shall accrue interest at a rate of interest per annum determined in accordance with the following formula:

LIBO Rate

1.00 - Reserve Requirements

" LIBOR Margin " -- 1.2% per annum, subject to adjustment in accordance with Section 2.19.

" Lien Law "; " Lien Law Statement " -- The Lien Law of the State of New York; the verified statement of Borrower, annexed hereto as Exhibit A , required by the Lien Law.

" Loan " -- The Hard Costs Loan and Soft Costs Loan, collectively, and in an amount initially equal to the Loan Amount.

" Loan Balancing LC " -- Has the meaning specified in Section 8.01.

" Loan Budget Amounts " -- The portion of the Loan Amount set forth in Column D on the Construction Cost Statement to be advanced for each category of Hard and Soft Costs.

" Loan Documents " -- This Agreement, the Notes, the Mortgage, the Guaranty, the Indemnity, the Lockbox Agreement, the Assignment of Management Agreement, the Initial Advance Open Items Letter, the Assignment of Leasing Agreement, the Requisition Authorization Statement, the Agreement Regarding Instructions, the assignment of interest rate hedging agreement as and when required hereby, Uniform Commercial Code financing statements in respect of the Mortgaged Property and any other collateral given as security for the Loan, and any other documents which evidence or secure the Loan.

" Lockbox Agreement " -- The cash management, security, pledge and assignment agreement between Borrower and Administrative Agent.

" Major Building Materials " -- Has the meaning specified in Section 2.05(c).

" Major Lease " -- Any Lease for space in excess of 45,000 square feet in the Improvements.

" Major Trade Contract "; " Major Trade Contractor " -- Any Trade Contract in which the aggregate contract price is equal to or greater than $2,500,000, whether pursuant to one contract or agreement or multiple contracts or agreements, after taking into account all Change Orders; the Trade Contractor under such Trade Contract.

" Material Adverse Effect " -- Any material adverse effect upon (a) the business operations, economic performance, assets or condition (financial or otherwise) of Borrower, Guarantor or the Mortgaged Property, (b) the ability of any Borrower or Guarantor to perform, in all material respects, its obligations under each of the Loan Documents to which it is a party, (c) the enforceability or validity of any Loan Document or the perfection or priority of any lien or security interest created under any Loan Document, (d) the value of, or cash flow from, the Mortgaged Property or the operations thereof or (e) the rights, interests and remedies of Administrative Agent or any Lender under the Loan Documents.

" Measurement Period "; " Measurement Periods " -- Three (3) consecutive full calendar months or multiples of three (3) consecutive full calendar months.

" Money Laundering Activities " -- Funds which are (a) proceeds of crime in violation of Federal law or (b) derived or potentially derived from any Illegal Source.

" Mortgage " -- Individually and collectively, the Series I Mortgage and the Series II Mortgage.

" Mortgaged Property " -- The Premises and other property constituting the "Mortgaged Property", as said quoted term is defined in the Mortgage.

" Multiemployer Plan " -- Any plan defined as such in Section 3(37) of ERISA.

" Net Operating Income " -- For any date of determination, annualized based upon the preceding or succeeding, as applicable, Measurement Period(s) in question the excess of revenues over operating expenses determined in accordance with GAAP, with the following modifications: (1) revenues from Leases (including, but not limited to, base rent and reimbursements for reimbursable expenses in accordance with the terms of such Leases) that have been approved by Administrative Agent or are otherwise deemed approved in accordance with this Agreement and in respect of which the tenants are in occupancy, open for business and paying base rent, as well as other revenues (including, but not limited to, parking and other recurring revenue and reimbursements of expenses included in this definition of "Net Operating Income"), shall be included in the calculation of revenues; (2) there shall be excluded from the calculation of revenue, revenue payable under any such Lease (A) which will expire within one hundred eighty (180) days from the date of determination unless the tenant has executed an extension of such Lease, (B) which is in default of rent obligations beyond the applicable cure period or (C) which, in the case of a bankruptcy, insolvency, reorganization or similar proceeding, has not been assumed by the tenant thereunder; (3) expenses shall include on an annualized basis (A) reserves for tenant improvements and capital expenditures in an amount of not less than $0.15 per rentable square foot of space, and (B) the greater of the actual management fees or 2% of revenues; and (4) expenses shall not include (A) depreciation, amortization and federal, state and local income taxes, (B) non-cash items, (C) all

capital items, including construction costs and professional fees and other expenses relating thereto and any amortization thereof, (D) costs of removal of Hazardous Materials or compliance with Laws applicable thereto, (E) leasing commissions, fees and other costs and expenses of placing tenants in possession of any portion of the Premises (including professional fees related thereto), (F) costs of repair or restoration after a casualty or condemnation, (G) interest on tenant security deposits, (H) security deposits returned to tenants, (I) debt service on the Total Loan, any other payments, fees or expenses due in connection with the Total Loan and any expenses incurred in connection with the making of the Total Loan or in connection with the recovery of insurance proceeds that are applied toward the repayment of the Total Loan, (J) any item of expense that would ordinarily be considered an operating expense but which is paid by a tenant, (K) general corporate overhead and administrative expenses of Borrower or any other Person, and (L) expenses related to the stock appreciation rights of Guarantor, all as reasonably determined by Borrower and approved by Administrative Agent (which approval shall not be unreasonably withheld, conditioned or delayed).

" Non-Delinquent Lender " -- Each Lender other than the Delinquent Lender(s).

" Non-Excluded Taxes " -- Has the meaning specified in Section 8.25.

" NordLB " -- Has the meaning specified in the preamble.

" Note "; " Notes " -- Have the respective meanings specified in Section 2.10.

" OFAC " -- Has the meaning specified in Section 5.22(b).

" Other Loan Documents " -- Has the meaning specified in Section 8.19.

" Other Notes "; " Other Loan "; " Other Mortgage " -- The notes, dated the date hereof, for an aggregate principal amount of $98,215,000, made by Borrower to Lenders; the loan in said amount by Lenders to Borrower for certain non-cost-of-improvement items with respect to the Premises evidenced thereby to be advanced under a Project Loan Agreement of even date herewith among Borrower, Lenders a party hereto and Administrative Agent (the "Project Loan Agreement"); and, collectively, the series I project loan mortgage, assignment of leases and rents and security agreement and the series II project loan mortgage, assignment of leases and rents and security agreement, each made to Administrative Agent to secure advances under the Project Loan Agreement and Borrower's other obligations in respect thereof.

" Participant "; " Participation " -- Have the respective meanings specified in Section 8.13.

" Patriot Act " -- The USA Patriot Act (Title III of Pub.L. 107-56 (signed into law October 26, 2001)).

" PB Capital " -- Has the meaning specified in the preamble.

" Pension Plan " -- Any employee pension benefit plan within the meaning of Section 3(2) of ERISA with respect to which Borrower, Guarantor or any ERISA Affiliate at any relevant time has liability or an obligation to contribute.

" Permitted Debt " -- With respect to Borrower:

•     Trade Payables, customarily paid by Borrower within ninety (90) days of incurrence, which are incurred in the ordinary course of Borrower's use, maintenance, repair, ownership and operation of the Premises and Improvements and other Mortgaged Property, in amounts reasonable and customary for similar properties and taxes not yet due and payable;

•     written indemnities entered into in the ordinary course of business and on customary terms and conditions in connection with the acquisitions of goods or services;

•     financing leases incurred in the ordinary course of business in connection with the financing or purchase of equipment, automotive and other personal property used on the Premises and Improvements and other Mortgaged Property which are customarily utilized in similar buildings;

•     liabilities under the Leases approved or deemed approved by Administrative Agent in accordance with this Agreement and liabilities under the Construction Management Agreement, the Condominium Documents, any management agreements and any other agreements contemplated herein or necessary or appropriate for the conduct of the business; and

•     such other unsecured indebtedness approved by the Required Lenders (which approval may be granted or denied in the sole and absolute discretion of each Lender).

" Permitted Fund Manager " -- Any Person which is not subject to a bankruptcy proceeding and is a nationally-recognized manager of investment funds investing in debt or equity interests relating to commercial real estate which is investing through a fund which has committed capital of at least $250,000,000.

" Person " -- An individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture or other entity of whatever nature.

" Plans and Specifications " -- All final drawings, plans and specifications prepared by Borrower, Borrower's Architects, the Construction Manager or Major Trade Contractors, and approved by Administrative Agent and the Construction Consultant (which approval shall not be unreasonably withheld, conditioned or delayed), which describe and show the labor, materials, equipment, fixtures and furnishings necessary for the construction of the Improvements, including all amendments and modifications thereof, as the same may be amended or supplemented from time to time in accordance with the terms of this Agreement.

" Postbank " -- Deutsche Postbank AG.

" Premises " -- The real property described on Schedule A to the Mortgage and located as indicated on the cover hereof, upon all or part of which the Improvements are to be constructed, subject to the release provisions set forth in Section 9.02.

" Premises Documents " -- Has the meaning given to such term in the Mortgage.

" Prime Rate " -- The rate per annum listed in the "Money Rates" section of The Wall Street Journal as the "prime rate". If The Wall Street Journal ceases publication of such rate, then the Prime Rate shall mean the so-called prime rate or base rate as announced by Citibank, N.A., or its successor from time to time, or, if such rate is not published or available, then the so-called prime rate or base rate announced by J.P. Morgan Chase & Co. or its bank subsidiary. If none of such rates are available, then the Prime Rate shall mean such rate selected by Administrative Agent in its reasonable judgment as most nearly approximates the foregoing. Changes in the Prime Rate shall be effective simultaneously with the change in the "prime rate" as so published, announced or selected.

" Principal Amount " -- At any time, the aggregate outstanding principal amount of the Notes.

" Pro Rata Share " -- With respect to each Lender, the ratio of such Lender's Individual Loan Commitment to the Loan Amount. As of the date hereof, Lenders' respective Pro Rata Shares are as follows:

" Racketeering Activities " -- Involvement or affiliation with any organization, group or individual that engages in or encourages its members to engage in any illegal activities specified in Title 18 of the U.S. Code.

" Rate Request " -- Borrower's irrevocable telephonic notice (to be promptly confirmed in writing), to be received by Administrative Agent by 9:30 a.m. (New York time) three (3) Business Days prior to the date specified in the Rate Request for the commencement of the Interest Period (which specified date must be a Business Day), of (a) its intention to have (i) all or any portion of the Principal Amount or the outstanding principal amount under the Other Notes which is not then the subject of an Interest Period (other than an Interest Period which is terminating on the Business Day specified in the notice), and/or (ii) all or any portion of any advance of proceeds of the Loan or the

other Loan which is to be made on the Business Day specified in the notice, bear interest as either a Base Rate Loan or a LIBOR Loan and (b) the Interest Period desired by Borrower in respect of the amount specified whenever such notice is for LIBOR Loans, except that during the Syndications Period the Interest Period shall be one (1) month.

" Regulation D "; " Regulation U " -- Regulations D and U, respectively, of the Board of Governors of the Federal Reserve System.

" Regulatory Change " -- With respect to any Lender and the charging and collecting of interest on LIBOR Loans, any change after the date hereof in federal, state or foreign laws or regulations (including Regulation D) or the adoption or making after such date of any interpretations, directives or requests applying to a class of banks including such Lender under any federal, state or foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof, excluding any change the effect of which is reflected in a change in the interest rate for LIBOR Loans.

" Replacement Lender " -- Has the meaning specified in Section 7.20.

" Required Lenders " -- At any time, those Non-Delinquent Lenders holding a majority of that portion of the aggregate outstanding principal amount of the Notes held by the Non-Delinquent Lenders.

" Requisition " -- A statement by or on behalf of Borrower in form approved by Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed), setting forth the amount of the Loan advance requested in each instance, which, if requested by Administrative Agent, shall include:

(ii)  a completed Application and Certificate for Payment (AIA Document G702) or reasonable facsimile in form approved by Administrative Agent, executed by the Construction Manager and Borrower, accompanied by a letter from Borrower's Architects in a form approved by Administrative Agent;

(iv) Payment Receipts/Lien Releases in form approved by Administrative Agent from the Construction Manager and its direct contractors, suppliers and materialmen, evidencing that they have been paid in full upon receipt of the current requisition for all work performed and/or materials supplied to the date of the preceding advance, except for Retainage provided for in this Agreement;

(v)  current requisitions for payment from Trade Contractors and/or any of their subcontractors relating to the Improvements;

(vi) invoices, statements and such other information and documents as may be reasonably requested or required by Administrative Agent or the Construction Consultant with respect to the Hard Costs covered by such Requisition;

(vii)invoices, statements and such other information and documents as may be reasonably requested or required by Administrative Agent with respect to the incurrence of any Soft Costs covered by such Requisition;

(viii) evidence of the payment of all Soft Costs covered by a prior Requisition; and

(ix) an anticipated cost report from the Construction Manager in form approved by Administrative Agent, indicating the direct costs anticipated to complete the Improvements, after giving effect to costs incurred during the previous month and projected costs.

Any approvals by Administrative Agent in this definition shall not be unreasonably withheld, conditioned or delayed.

" Requisition Authorization Statement " -- A statement from Borrower to Administrative Agent in the form of Exhibit F setting forth, among other things, the name of each individual authorized to execute Requisitions hereunder on Borrower's behalf.

" Reserve Requirements " -- For any day as applied to a LIBOR Loan, the aggregate (without duplication) of the rates (expressed as a decimal fraction) of reserve requirements in effect on such day, if any (including without limitation supplemental, marginal and emergency reserves) under any regulations of the Board of Governors of the Federal Reserve System or other Governmental Authority having jurisdiction with respect thereto dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in Regulation D) required to be maintained by the applicable Lender or its Participants, if any. Without limiting the effect of the

foregoing, the Reserve Requirement shall reflect any other reserves required to be maintained by any Lender or any Lender's respective Participants, if any, by reason of any Regulatory Change against (i) any category of liabilities which includes deposits by reference to which the LIBO Rate is to be determined as provided in this Agreement or (ii) any category of extensions of credit or other assets which includes loans the interest rate on which is determined on the basis of rates used in determining the LIBO Rate. Notwithstanding anything to the contrary contained herein, any increase in the reserve requirements described in this definition which arises subsequent to the date of this Agreement shall not be included within "Reserve Requirements" to the extent that the applicable Lender fails to notify Borrower of such increase within thirty (30) days after such Lender should reasonably have been aware of such increase.

" Residential Unit " -- The rental or for-sale residential unit to be constructed above the Retail Unit which is to be created pursuant to the Condominium Documents and upon the submission of the Premises to the Condominium Act, together with its appurtenant interest in the common elements.

" Retail Unit " -- The retail unit to be comprised of the Improvements, including the garage, which is to be created pursuant to the Condominium Documents and upon the submission of the Premises to the Condominium Act, together with its appurtenant interest in the common elements.

" Retainage " -- The total amount actually held back by Borrower or the Construction Manager, as the case may be, from the Construction Manager and each Trade Contractor with respect to the value of its work in place with respect to the Improvements, which shall not be less at any time (subject to the provisions of Section 2.04) than (a) 10% of the aggregate Hard Costs already incurred by Borrower with respect to the Construction Manager or such Trade Contractor for work in place in completing construction of the first 50% of the work to be performed by the Construction Manager or such Trade Contractor with respect to the Improvements, as verified from time to time by Construction Consultant pursuant to the provisions of this Agreement, and (b) 0% of the aggregate Hard Costs actually incurred by Borrower with respect to the Construction Manager or such Trade Contractor for work in place in completing construction of the last 50% of the work to be performed by the Construction Manager or such Trade Contractor, as verified from time to time by the Construction Consultant pursuant to the provisions of this Agreement.

" SEC " -- Has the meaning specified in Section 6.21(1).

" Security Deposit " -- Has the meaning specified in Section 6.28(1).

" Series I Mortgage " -- The series I building loan mortgage, assignment of leases and rents and security agreement dated as of the date hereof in the amount of $249,285,000 from Borrower to Administrative Agent for the benefit of Lenders to secure the payment and performance of Borrower's obligations under the Loan.

" Series II Mortgage " -- The series II building loan mortgage, assignment of leases and rents and security agreement dated as of the date hereof in the amount of $2,500,000 from Borrower to Administrative Agent for the benefit of Lenders to secure the payment and performance of Borrower's obligations under the Loan.

" Single-Purpose Entity " -- A Person which (a) is formed solely for the purpose of owning its interest in the Premises and the Improvements and such personal property as may be usable for the ownership, use, maintenance, repair or operation of the Premises and Improvements (collectively, the "Property") as well as developing, constructing, using, owning, operating, leasing and financing the Premises, (b) has not engaged and will not engage in any business unrelated to the Property or its interest in Borrower, as the case may be, (c) will not have any assets other than those related to the Property or its interest in Borrower, as the case may be, or any indebtedness, liabilities or indemnification obligations other than Permitted Debt, (d) will maintain books, records, accounts and financial statements separate and apart from those of any other Person, (e) will maintain its books, records, resolutions and agreements, (f) will be subject to and substantially comply with all of the limitations on powers and separateness requirements set forth as of the date hereof in its organizational documentation, (g) will hold itself out as being a Person separate and apart from each other Person, will conduct its business in its own name and will exercise reasonable efforts to correct any known misunderstanding actually known to it regarding its separate identity, (h) will not commingle its funds or assets with those of any other Person, and will continue to hold its assets in its own name (except for pursuant to cash management agency arrangements with Guarantor and/or Vornado Realty Trust, a Maryland real estate investment trust, or any of its Affiliates), (i) will maintain an arm's-length relationship with its affiliates and will not enter into a transaction with any of its affiliates other than on an arm's-length basis in the ordinary course of business, (j) will not guaranty or otherwise oblige itself with respect to the debts of any other Person or hold out its credit as being available to satisfy the obligations of any other Person, (k) will not pledge its assets for the benefit of any other Person or make any loans or advances to any other Person, and will not acquire the obligations or securities of its partners, members or shareholders, (l) intends to maintain adequate capital in light of its

contemplated business purposes, (m) will pay its own liabilities out of its own funds (except for pursuant to cash management agency arrangements with Guarantor and/or Vornado Realty Trust, a Maryland real estate investment trust, or any of its Affiliates) and reasonably allocate any overhead for shared office space, (n) will maintain a sufficient number of employees in light of its contemplated business operations, (o) in the case of a limited partnership, will observe all applicable limited partnership formalities in all material respects, has and will have at all times a general partner that is a Single-Purpose Entity, and for so long as the Loan is outstanding or the lending commitment hereunder is in effect, the limited partnership shall not (A) except with the unanimous consent of its partners, file or consent to the filing of a bankruptcy or insolvency petition, or consent to any general assignment for the benefit of creditors, or the institution of any other insolvency proceeding, or the seeking or consenting to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for it, for a substantial portion of its property or for any other entity in which it has a direct or indirect legal or beneficial ownership interest; and (B) take or consent to the taking any of the following actions:

•     the dissolution, winding up, liquidation, consolidation, merger or sale of all or substantially all of its assets or the assets of any other entity in which it has a direct or indirect legal or beneficial ownership interest;

•     the engagement by it in any business other than the ownership, maintenance, repair, use and operation of the Property or the ownership of its interest in Borrower (as applicable);

•     the amendment or modification of any provision of its limited partnership agreement or certificate of limited partnership that affects any of the requirements for qualifying as a "Single-Purpose Entity",

(p) in the case of a limited liability company or corporation, will observe all applicable limited liability company or corporation formalities, as the case may be, in all material respects, and has and will have at all times (in the case of a limited liability company) one managing member that is a corporate or limited liability company Single-Purpose Entity, (q) in the case of a limited liability company, has organizational documents which provide that (A) the vote of the majority-in-interest of the remaining members is sufficient to continue its life in the event of a termination event, such as the bankruptcy of the managing member; and (B) if the vote of the majority-in-interest of the remaining members is not obtained to continue its life upon a termination event, the limited liability company may not liquidate collateral without the consent of the Required Lenders, and (r) for so long as all or any portion of the Loan and/or the Other Loan is outstanding or the lending commitment hereunder or under the Project Loan Agreement is in effect, shall not (A) except with the unanimous consent of its board of directors or the board of directors of its managing member, as the case may be, file or consent to the filing of a bankruptcy or insolvency petition, or consent to any general assignment for the benefit of creditors, the institution of any other insolvency proceeding or the seeking or consenting to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official, for it, for a substantial portion of its property or for any other entity in which it has a direct or indirect legal or beneficial ownership interest; and (B) take or consent to the taking of any of the following actions:

•     the dissolution, winding up, liquidation, consolidation, merger or sale of all or substantially all of its assets or the assets of any other entity in which it has a direct or indirect legal or beneficial ownership interest;

•     the engagement by it in any business other than the ownership, maintenance, repair, use and operation of the Property or the ownership of its interest in Borrower (as applicable); and

•     any material amendment or modification of any provision of its organizational documents that affects any of the requirements for qualifying as a "Single-Purpose Entity".

" Soft Costs " or " Indirect Costs " -- Certain costs (other than Hard Costs) of completion of the Improvements, including, but not limited to, architects', engineers' and Administrative Agent's and/or Lenders' attorneys' fees (to the extent payable pursuant to the other provisions hereof), ground rents, interest and recording taxes and title charges in respect of building loan mortgages, real estate taxes, water and sewer rents, survey costs, loan commitment fees, insurance and bond premiums and such other non-construction costs as are part of the "cost of improvement", as such quoted term is defined in the Lien Law.

" Substitute Lender " and " Substitution Notice " -- Have the respective meanings specified in Section 3.05.

" Supplemental Fee Letter " -- That certain letter agreement, dated the date hereof, between PB Capital, NordLB and Borrower, providing for Borrower's payment to Administrative Agent and/or PB Capital on the date hereof and from time to time hereafter certain fees in connection with the Loan, each such fee to be for Administrative Agent's and/or PB Capital's own account.

" Syndications Period " -- The period between the date hereof and the earlier of the following dates: (a) the date on which each of the following has occurred, the Individual Loan Commitment of PB Capital has been reduced to $75,000,000 or such higher amount as PB Capital determines and is approved by Administrative Agent and the Individual Loan Commitment of NordLB has been reduced to $75,000,000 or such higher amount as NordLB determines and is approved by Administrative Agent; or (b) the date which is one hundred twenty (120) days after the date hereof.

" Tax Lot Drawings " -- Has the meaning specified in the definition of "Condominium Documents".

" Tenant Security Account " -- Has the meaning specified in Section 6.28(1).

" Tenant Security Bank " -- Has the meaning specified in Section 6.28(2).

" Title Insurer " -- Stewart Title Insurance Company and any other issuer(s), approved by Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed), of the title insurance policy or policies insuring the Mortgage.

" Total Commitment " and " Total Loan " -- Have the respective meanings specified in Section 9.04.

" Trade Contract "; " Trade Contractor " -- Any agreement (other than the agreements with Borrower's Architects and the Construction Manager) entered into by Borrower or by the Construction Manager to provide labor and/or materials in connection with the construction of the Improvements; the contractor or vendor under such agreement.

" Trade Payables " -- Unsecured amounts payable by or on behalf of Borrower for or in respect of the operation, maintenance, repair, ownership and use of the Premises or Improvements in the ordinary course, including amounts payable to suppliers, vendors, contractors, mechanics, materialmen or other Persons providing property or services to Borrower or the Premises.

" Unit " -- Each individual interest (including any appurtenant interest in the common elements) in the Premises and Improvements created by the submission thereof to the provisions of the Condominium Act, including the Residential Unit and the Retail Unit.

" United States " and " U.S." -- The United States of America.

Rules of Construction . Except as expressly provided otherwise, when used in this Agreement (i) "or" is not exclusive, (ii) "hereunder", "herein", "hereof" and the like refer to this Agreement as a whole, (iii) "Article", "Section" and "Exhibit" refer to Articles, Sections and Exhibits of this Agreement, respectively, (iv) terms defined in the singular shall have a correlative meaning when used in the plural and vice versa, (v) a reference to a Law includes any amendment, modification or supplement to, or replacement of, such Law and (vi) a reference to a document shall mean such document as the same may be amended, modified or supplemented from time to time in accordance with its terms. The cover page and the Exhibits annexed hereto are incorporated as a part of this Agreement with the same effect as if set forth in the body hereof. Any table of contents and all captions and headings herein are for convenience only and shall not affect the interpretation or construction hereof.

ARTICLE II

LOAN ADVANCES

Advances Generally . Subject to the provisions of this Agreement, each Lender will advance its Pro Rata Share of, and Borrower will accept, the Loan Amount in installments as follows:

The Initial Advance will be made upon the satisfaction of the applicable conditions set forth in Section 4.01, and all subsequent advances shall be made no more frequently than monthly thereafter, upon the satisfaction of the applicable conditions set forth in Section 4.02 (except that Administrative Agent, in its sole discretion, shall have the right but not the obligation to require Lenders to make additional advances per month for interest, fees and expenses due under the Loan Documents), in amounts which shall be equal to the aggregate of the Hard and Soft Costs incurred by Borrower through the end of the period covered by the Requisition less :

(a)  other than with respect to the Hard Costs Loan Budget Amounts for "CM Fee", "General Services" or "Construction Manager Insurance", Retainage; and

and , at the election of Administrative Agent, less any combination of the following further amounts:

(c)  all or a portion of the amount by which any Hard or Soft Costs are or are reasonably estimated by Administrative Agent to be greater than the respective Loan Budget Amounts for such costs (subject to Sections 2.06 and 2.07); and/or

(d)  any costs covered by the Requisition not approved, certified or verified as provided in Section 2.02, any Soft Costs covered by a previous Requisition for which any requested proof of payment has not been received by Administrative Agent, and/or any Hard Costs covered by a previous Requisition for which any requested Payment Receipts/Lien Releases have not been received by Administrative Agent and the Construction Consultant.

Borrower shall use the proceeds of the Loan only for the payment of approved Hard and Soft Costs in accordance with the Construction Cost Statement and this Agreement. In no event shall proceeds of the Loan be used by Borrower, in whole or in part, for the purpose of purchasing or carrying "margin stock", as such quoted term is defined in Regulation U, or in violation of Regulation U or for any illegal purpose.

•     Hard Costs are to be certified by the Construction Manager or Borrower's supervisor of construction if there is no Construction Manager. Verification of the monthly progress and Hard Costs which have been incurred by Borrower from time to time, and the estimated total Hard Costs, shall be reasonably determined by the Construction Consultant, except that both Hard and Soft Costs are also subject to the reasonable approval and verification by Administrative Agent from time to time. No advances shall be made in respect of any Trade Contractor providing work or materials with respect to the Improvements unless such Trade Contractor is providing such work or materials under a signed Trade Contract, a copy of which has been delivered to Administrative Agent, and Administrative Agent has received any required will serve letter with respect thereto.

•     Each Requisition relating to Hard Costs shall be accompanied by a certificate or report of the Construction Consultant to Administrative Agent based upon a site observation of the Improvements made by the Construction Consultant not more than thirty (30) days prior to the date of the advance, in which the Construction Consultant shall in substance: (i) for the initial advance of Hard Costs for the Improvements only, indicate its review and acceptance of the Plans and Specifications; (ii) verify that the portion of the Improvements completed as of the date of such site observation have been completed substantially in accordance with the Plans and Specifications; and (iii) state its estimate of (1) the percentages of the construction of the Improvements completed as of the date of such site observation on the basis of work in place as part of the Improvements and the values set forth in the Construction Cost Statement, (2) the Hard Costs actually incurred for work in place as part of the Improvements as of the date of such site observation, (3) the sum necessary to complete construction of the Improvements in accordance with the Plans and Specifications and (4) the amount of time from the date of such inspection that will be required to achieve completion of the Improvements.

•     Borrower acknowledges that (i) the Construction Consultant has been retained by Administrative Agent, on behalf of Lenders, to act as a consultant and only as a consultant to Administrative Agent, on behalf of Lenders, in connection with the construction of the Improvements and has no duty to Borrower; (ii) the Construction Consultant shall in no event or under any circumstance have any power or authority to make any decision or to give any approval or consent or to do any other act or thing which is binding upon Administrative Agent or any of Lenders, and any such purported decision, approval, consent, act or thing by the Construction Consultant on behalf of Administrative Agent or any of Lenders shall be void and of no force or effect; (iii) Administrative Agent reserves the right to make any and all decisions required to be made by Administrative Agent under this Agreement and to give or refrain from giving any and all consents or approvals required to be given by Administrative Agent under this Agreement and to accept or not accept any matter or thing required to be accepted by Administrative Agent under this Agreement, without being bound or limited in any manner or under any circumstances whatsoever by any opinion expressed or not expressed, or any advice given or not given, or any information, certificate or report provided or not provided, by the Construction Consultant to Administrative Agent or any other Person with respect thereto; (iv) Administrative Agent reserves the right in its sole and absolute discretion to disregard or disagree, in whole or in part, with any opinion expressed, advice given or information, certificate or report furnished or provided by the Construction Consultant to Administrative Agent or to any other Person; and (v) Administrative Agent reserves the right in its sole and absolute discretion to replace the Construction Consultant with Valcon Construction Consultants, Inc. ("Valcon"), or if Valcon is not available, another reputable construction consultant experienced in construction projects of this type, at any time and without approval by or prior (but with subsequent prompt) notice to Borrower.

•     Notwithstanding the foregoing, provided no Event of Default exists, up to $2,000,000 at any time shall be available for funding from the budget for Hard Costs, at Borrower's request, for which the work may not be in place and for

which Administrative Agent shall not have received lien waivers or invoices, to be available for Construction Manager to pay Hard Costs during a month.

Procedures for Advances .

All advances to Borrower are to be made at Administrative Agent's Office. Borrower shall submit Requisitions to Administrative Agent no later than 10:00 a.m. (New York time) on the date which is eight (8) Business Days prior to the date the advance is to be made. Administrative Agent may reject any Requisition that is not signed by an Authorized Representative. Administrative Agent, no later than three (3) Business Days prior to the date a requested advance is to be made, shall (i) notify each Lender either by telephone or by facsimile of the amount requested by Borrower, the amount approved by Administrative Agent, the portion of such advance to be funded by such Lender and the proposed date of such advance and (ii) send to each Lender by facsimile the summary pages of Borrower's Requisition (without attachments except for Borrower's Requisition Spreadsheet). Not later than 10:00 a.m. (New York time) on the date of each advance, each Lender shall, through its Applicable Lending Office and subject to the conditions of this Agreement, make the amount to be advanced by it on such day available to Administrative Agent, at Administrative Agent's Office and in immediately available funds. The amount so received by Administrative Agent shall by 3:00 p.m. (New York time) on the same Business Day, subject to the conditions of this Agreement, be made available to Borrower, by Administrative Agent's depositing said amount by wire transfer of immediately available funds into the Building Loan Trust Account, which shall be subject to immediate withdrawal by Borrower. Subsequent to the making of an advance, Administrative Agent shall deliver to a Lender, within eight (8) Business Days of such Lender's request, such material relating to the Requisition for such advance as such Lender may reasonably request. If Borrower withdraws any Requisition submitted as contemplated above, Borrower shall pay, in addition to any amounts set forth in Section 3.03, promptly following demand therefor, all reasonable costs and expenses incurred by Lenders, Administrative Agent and by the Construction Consultant in connection with reviewing such Requisition in contemplation of an advance.

Borrower agrees that, by its acceptance of any advance of Loan proceeds under this Agreement, it shall be bound in all respects by the Requisition submitted on its behalf in connection therewith with the same force and effect as if Borrower had itself executed and submitted the Requisition and whether or not the Requisition is executed and/or submitted by an Authorized Representative.

Held-Back Amounts; Advances for Soft Costs After Completion .

The portion of Retainage that relates to work or materials supplied by any Trade Contractor in connection with the Improvements will upon request be disbursed to Borrower when (but will not be disbursed to Borrower until and unless), whether before or after the completion of the Improvements, (i) no Event of Default or material Default has occurred and is continuing; (ii) the Construction Consultant verifies to Administrative Agent that such Trade Contractor has completed 100% of its work for the Improvements not less than thirty (30) days prior to the release of such portion of Retainage and has supplied 100% of all materials in compliance with such Trade Contractor's Trade Contract and in conformity with the Plans and Specifications; (iii) such Trade Contractor will be paid in full for its work on the Improvements upon the release of such portion of the Retainage; (iv) such Trade Contractor executes and delivers all lien waivers that may be reasonably requested or required by Administrative Agent or by the Title Insurer to induce the Title Insurer to insure the lien of the Mortgage against any mechanic's or materialman's lien that may be filed against the Premises by such Trade Contractor or any Person claiming through such Trade Contractor; and (v) if required by Administrative Agent, such release of such portion of the Retainage shall be approved by any surety company that has issued a payment or performance bond with respect to such Trade Contractor. Any remaining Retainage not advanced to Borrower pursuant to the foregoing provisions of this Section shall be advanced in full upon the satisfaction of the conditions set forth in Section 4.03. Loan Budget Amounts for Soft Costs not advanced prior to substantial completion of construction of the Improvements shall be advanced until exhausted, not more frequently than monthly, for Soft Costs as incurred after such completion.

Stored Materials.

Lenders shall in no event or under any circumstances have any obligation to make any disbursement of the Loan for materials which are stored off-site (other than Major Building Materials as provided in paragraph (c) of this Section) unless Administrative Agent agrees to the contrary in its sole and absolute discretion.

Lenders shall make Loan disbursements in accordance with this Agreement to pay for Hard Costs actually incurred by Borrower for materials not yet incorporated in the Improvements but stored on the Premises, which materials are required in connection with the construction of the Improvements, provided that (i) such materials are in accordance with the Plans and Specifications; (ii) such materials are securely stored on the Premises,

properly inventoried, and clearly stenciled or otherwise marked to indicate that they are the property of Borrower; (iii) the bills of sale and contracts under which such materials are being provided shall be in form and substance reasonably satisfactory to Administrative Agent and the Construction Consultant; (iv) such materials are insured against casualty, loss and theft in a manner reasonably satisfactory to Administrative Agent and Administrative Agent is named as a named insured and loss payee on such insurance policy with respect to said materials; (v) Borrower either owns or will, after the payment of the bills and invoices therefor (which payment in full shall occur promptly after the disbursement of the Loan for such materials), own such materials free and clear of all liens and encumbrances of any nature whatsoever, which ownership shall be established contemporaneously with or promptly after such disbursement by evidence reasonably satisfactory to Administrative Agent; (vi) Borrower executes and delivers to Administrative Agent such additional security documents as Administrative Agent shall deem necessary to create and perfect a first lien in such materials as additional security for the payment of the Loan; (vii) the aggregate amount of such disbursements for such materials shall in no event at any time exceed $2,500,000 as verified by the Construction Consultant pursuant to the provisions of this Agreement; (viii) all materials are reasonably anticipated to be incorporated into the Improvements within one hundred twenty (120) days of the disbursement therefor; and (ix) if required by Administrative Agent, Borrower's Architects or the Construction Consultant shall certify that it has inspected said materials and they are in good condition and suitable for use in connection with the Improvements.

•     Lenders shall from time to time make disbursements in accordance with the terms of this Agreement for the purchase of (or for deposits in connection with the ordering thereof reasonably approved by Administrative Agent) certain finally assembled, fully fabricated (except as otherwise provided in the parenthetical at the end of this sentence) major building materials (collectively, "Major Building Materials"), which are required in connection with construction of the Improvements but are stored at locations other than the Premises, prior to the delivery to the Premises or incorporation into the Improvements of such Major Building Materials and are in accordance with the Plans and Specifications; provided , however , that in the case of each such disbursement (other than those made in respect of a deposit or installment payment), the conditions contained in paragraph (b) of this Section have been satisfied with respect to such Major Building Materials, other than the requirement of clause (ii) contained therein with respect to the storage of such materials on the Premises, and Administrative Agent shall have received (A) a written statement from the manufacturer or storer of such Major Building Materials (or a provision in the purchase order therefor to such effect) that Administrative Agent, the Construction Consultant and either of their agents may fully inspect such Major Building Materials at all reasonable times on reasonable notice and (B) evidence that the aggregate amount of such disbursements for Major Building Materials not yet incorporated into the Improvements does not at any time exceed $30,000,000 (except that, at any time, up to $10,000,000 of such $30,000,000 shall be available for building materials which are in the course of being fabricated). Administrative Agent shall have the right in its sole discretion, but not the obligation, to request that Borrower deliver or cause to be delivered to Administrative Agent the following documents within five (5) Business Days after the date on which any advance for Major Building Materials is made: (i) bills of lading, warehouse receipts, delivery receipts or other documents of title with respect to Major Building Materials for which such advance is made, which shall be in form and substance reasonably satisfactory to Administrative Agent in all respects; (ii) except in respect of an advance in respect of building materials which are in the course of being fabricated and/or pursuant to the last sentence of this Section 2.05(c), a statement from the seller of such Major Building Materials to the effect that title thereto has passed to Borrower outright, subject only to Administrative Agent's lien thereon and security interest therein for the benefit of Lenders, and that no lien or security interest has or will be filed or claimed by the seller in connection therewith, in form and substance reasonably satisfactory to Administrative Agent in all respects; and (iii) except in respect of an advance in respect of building materials which are in the course of being fabricated and/or pursuant to the last sentence of this Section 2.05(c), a certificate of Borrower in form and substance acceptable to Administrative Agent in all respects to the effect that such Major Building Materials are owned by Borrower outright, free and clear of all liens, security interest and encumbrances, other than liens and security interests in favor of Administrative Agent, and that all of the terms of this paragraph (c) have been complied with. No advance for Major Building Materials shall be made unless the Major Building Materials covered thereby are stored at a location, other than the Premises, reasonably acceptable to Administrative Agent and the Construction Consultant, and, unless then being fabricated, are (i) stored in a designated and secure area of a bonded or insured warehouse, conspicuously marked to show that they are the subject of a security interest by Administrative Agent and said Major Building Materials will not be moved except in connection with their delivery to the Premises, the supplier's storage yard or to another bonded or insured warehouse; (ii) effectively segregated (to the extent reasonably possible) from all other materials of whatever kind located at the off-site location in question; and (iii) reasonably anticipated to be incorporated into the Improvements within two hundred seventy (270) days of the advance therefor. Once fabrication of any Major Building Materials has been completed, the foregoing provisions shall apply. In connection with any advance in respect of a deposit for the ordering of, or installment payment (other than the final installment) in respect of, Major Building Materials, the foregoing conditions shall not apply and the only condition to such advance shall be that Administrative Agent shall have received a copy of the executed agreement between Borrower and the manufacturer thereof which shall contain a description of the Major Building Materials, the contract price and anticipated delivery date.

•     Disbursements for all stored materials, whether or not stored on the Premises or in respect of deposits or building materials which are in fabrication, shall not exceed at any one time $32,500,000.

There shall be no advances of the Loan Budget Amounts for "Contingency" unless mutually agreed by Borrower and Administrative Agent; provided , however , that, following such time as the Improvements have been substantially completed, lien-free, Borrower shall be entitled to advances of said Loan Budget Amounts to the extent it has actually incurred and paid Hard or Soft Costs in respect of completion of the Improvements from its own funds and in excess of amounts advanced hereunder and has provided appropriate evidence of such payment to Administrative Agent. This Section 2.06 shall not affect reallocation of Contingency amounts in accordance with Section 2.07.

•     Subject to the prior approval of Administrative Agent, which shall not be unreasonably withheld, conditioned or delayed, Borrower may revise the Construction Cost Statement from time to time to reallocate amounts available under the Hard Costs Loan Budget Amount denominated "Contingency" to other Hard Costs Loan Budget Amounts, and/or to reallocate amounts available under the Soft Costs Loan Budget Amount denominated "Contingency" to other Soft Costs Loan Budget Amounts.

•     If there are savings in a particular Loan Budget Amount, and if such savings are substantiated by evidence reasonably satisfactory to Administrative Agent, Borrower shall have the right, upon the prior approval of Administrative Agent, which approval shall not be unreasonably withheld, conditioned or delayed, to reallocate such savings to another Loan Budget Amount with respect to which additional costs have been or may be incurred; provided , however , that Borrower shall in no event or under any circumstances have the right to reallocate any portion of the Loan Budget Amount for "Interest on Loan", or to reallocate any savings in a Hard Costs Loan Budget Amount to other than another Hard Costs Loan Budget Amount, without in each instance obtaining the prior approval of Administrative Agent, which approval may be withheld in the sole and absolute discretion of Administrative Agent, or to cause a reallocation to occur that in the reasonable opinion of Administrative Agent, its counsel or the Title Insurer will be in contravention of the Lien Law, or that in the reasonable opinion of Administrative Agent, its counsel or the Title Insurer will adversely affect or impair in any manner whatsoever the lien or the priority of the lien of the Mortgage.

Certain Limitations on Advances .

Notwithstanding anything to the contrary contained herein, Lenders shall have no obligation to advance any portion of the Loan Budget Amount, if any, for (a) "Tenant Work" unless Administrative Agent shall have received and approved (for the avoidance of doubt, subject to the approval or deemed approval guidelines provided for elsewhere in this Agreement) copies, certified to be true and complete, of the leases for space in the Improvements to which such tenant work relates and (b) "Interest on Loan" if, when and to the extent that Administrative Agent, in its reasonable judgment, determines that the Improvements are generating, on a cash basis, positive cash flow in excess of Borrower's other expenses regarding the Premises and/or Improvements (which, for the avoidance of doubt, shall include any amounts disbursed therefor from any reserve accounts pursuant to the Lockbox Agreement).

Nature of Lenders' Obligations; Borrower's Rights and Obligations in Event a Lender Fails to Make an Advance .

The obligations of Lenders under this Agreement are several, and no Lender shall be responsible for the failure of any other Lender to fund the portion required to be funded by such other Lender of an advance of the Loan. In cases where a Delinquent Lender fails to fund the portion required to be funded by it of an advance and (x) none of the other Lenders elects to be an Electing Lender pursuant to Section 7.16 and to fund the Delinquent Lender's share of the advance and (y) Borrower is unable to procure a Replacement Lender in accordance with Section 7.20, the obligation of the Non-Delinquent Lenders to fund their respective portions of such advance and each subsequent advance shall be conditioned on (i) Borrower's or Guarantor's committing in writing to Lenders, prior to any such advance, that it will fund the entire Delinquency Amount and (ii) Borrower's submitting reasonably satisfactory evidence to Administrative Agent, at the time of each advance, that Borrower and/or Guarantor have paid, from their own funds, a portion of the Hard and Soft Costs that are the subject of such advance in an amount equal to the Delinquent Lender's portion of such advance.

Notes .

The Loan shall be evidenced by notes of Borrower in the form of Exhibit E , duly completed and executed by Borrower (one for each Lender in an amount equal to such Lender's Individual Loan Commitment, payable for the account of such Lender's Applicable Lending Office), in an aggregate principal amount equal to the Loan Amount (such notes, as the same may hereafter be amended, modified, extended, severed, assigned, substituted, renewed or restated from time to time (including, without limitation, any substitute notes pursuant to Section 3.05, 7.16, 7.20 or 8.13), each, a "Note" and collectively, the "Notes"). The Notes shall mature, and all outstanding principal and other sums thereunder shall be paid in full, on the Maturity Date, as the same may be accelerated or, pursuant to and in accordance with, Section 9.04 of this Agreement, extended.

In case of any loss, theft, destruction or mutilation of any Lender's Note, Borrower shall, upon its receipt of an affidavit of an officer of such Lender as to such loss, theft, destruction or mutilation and an appropriate indemnification, execute and deliver a replacement Note to such Lender in the same principal amount and otherwise of like tenor as the lost, stolen, destroyed or mutilated Note.

Payments and Distributions; Certain Consequences of Delinquent Lender Status

Borrower shall make each payment under this Agreement and under the Notes not later than 11:00 a.m. (New York time) on the date when due to Administrative Agent at Administrative Agent's Office in immediately available funds. Administrative Agent will thereafter, on the day of its receipt of each such payment, cause to be distributed to each Lender such Lender's appropriate share (based upon the respective outstanding principal amounts of the Notes and the respective rates of interest thereunder) of the payments of principal and interest, and its appropriate share of the payments of other sums, in like funds for the account of such Lender's Applicable Lending Office. Payments by Borrower hereunder or under the Notes or other Loan Documents shall be made without setoff or counterclaim, it being understood that, unless Borrower and Administrative Agent have received valid certificates which evidence such Lender's exemption from withholding tax as set forth in Section 7.13, Borrower and Administrative Agent are permitted to withhold any tax, as required by Law.

Except to the extent otherwise provided in this Agreement, whenever any payment to be made under this Agreement or under the Notes is due on any day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of the payment of interest and, if applicable, fees, as the case may be.

Notwithstanding the foregoing provisions of this Section, (i) Administrative Agent shall make no payment to a Delinquent Lender until the Non-Delinquent Lenders have been paid in full all outstanding principal, accrued and unpaid interest and any other sums owing to them under the Loan Documents, it being understood that payments of interest on account of the outstanding principal amount of the Note held by the Delinquent Lender shall be held by Administrative Agent in a non-interest bearing account and not distributed to the Delinquent Lender until such time as all principal, interest and other sums due to the Non-Delinquent Lenders have been paid in full; (ii) any payments (other than interest, as provided in clause (i) above) which would otherwise be due a Delinquent Lender shall be distributed to the Non-Delinquent Lenders until such time as all principal, interest and other sums due to the Non-Delinquent Lenders have been paid in full (except that any such amounts otherwise due a Delinquent Lender received by Administrative Agent during an Election Period shall be retained by Administrative Agent until the expiration of the Election Period and either paid to the Delinquent Lender, if the delinquency is cured, or paid to the Non-Delinquent Lenders, if the delinquency is not cured); and (iii) Administrative Agent shall deduct, from amounts due (or, in the case of a Delinquent Lender, amounts that would otherwise be payable to such Delinquent Lender being held by Administrative Agent pursuant to clause (i) above) a Lender in default under its obligations under Section 7.05, the amount owing by such Lender pursuant to said Section 7.05 and pay the amount so deducted to itself, the other Lenders, or such other party as is entitled to such amount, as applicable. Notwithstanding anything contained in this Agreement to the contrary, the taking of the actions by Administrative Agent as contemplated above or pursuant to the terms and provisions of Section 7.16(a) shall not result in Borrower being obligated to pay to a Delinquent Lender any more than would otherwise be payable to any such Delinquent Lender in the absence of such actions by Administrative Agent.

Except as provided above in this Section and in Section 7.16, each Lender's interest in the Loan shall be of equal priority with the interest of each other Lender.

Interest .

Borrower shall pay interest to Administrative Agent for the account of Lenders on the Principal Amount, at a rate per annum as follows: for Base Rate Loans at a rate equal to the Base Rate plus the Base Rate Margin; and for LIBOR Loans at the rate set forth in the definition of "LIBOR Loan" in Section 1.02. Any principal amount not paid within five (5) Business Days

when due (when scheduled, at acceleration or otherwise) shall bear interest thereafter, payable on demand, at the Default Rate.

Interest (in the case of Base Rate Loans and LIBOR Loans) shall be calculated on the basis of a 360-day year for the actual number of days elapsed in the Interest Period, provided that the first day of the Interest Period shall be included and the last day of said Interest Period shall be excluded. If an advance is repaid on the same day on which it is made, one (1) day’s interest shall be paid on such an advance as well as any amounts payable pursuant to Section 3.03.

Interest, whether payable on a Base Rate Loan or a LIBOR Loan, shall be payable monthly in arrears on each Interest Payment Date. Interest at the Default Rate shall be payable on demand.

Any change in the Prime Rate or the Federal Funds Rate shall be automatically effective as of the day on which such change in rate occurs.

Each determination of an interest rate by Administrative Agent pursuant to any provision of this Agreement shall be conclusive and binding on Borrower in the absence of manifest error.

Elections, Conversions and Continuations of Interest Rate .

Subject to the terms and conditions of this Agreement (including the provisions of Article III), Borrower shall have the option to have Principal Amount bear interest as Base Rate Loans or LIBOR Loans, as follows:

•     Borrower may elect pursuant to a Rate Request to have all or any portion of an advance of the Loan be Base Rate Loans or LIBOR Loans;

•     Borrower may elect pursuant to a Rate Request to convert all or any portion of the outstanding Base Rate Loans to LIBOR Loans, provided that no such conversion shall be permitted: (i) when any Default or Event of Default has occurred and is continuing and Administrative Agent has determined that such a conversion is not appropriate; or (ii) after the date that is one (1) month prior to the Maturity Date;

•     Borrower may elect pursuant to a Rate Request to convert all or any portion of the outstanding LIBOR Loans to Base Rate Loans; and

•     Any LIBOR Loan may be continued upon the expiration date of its then current Interest Period by Borrower pursuant to a Rate Request, provided that no LIBOR Loan may be continued: (i) when any Default or Event of Default has occurred and is continuing and Administrative Agent has determined that such a continuation is not appropriate; or (ii) after the date that is one (1) month prior to the Maturity Date.

If Borrower fails to submit a Rate Request with respect to the conversion or continuation of an existing LIBOR Loan to Administrative Agent in accordance with the provisions of this Agreement by 11:00 a.m. New York time three (3) Business Days prior to the last day of the Interest Period therefor, Administrative Agent reserves the right either to convert the outstanding LIBOR Loan to a Base Rate Loan or to continue the outstanding LIBOR Loan automatically as a LIBOR Loan with an Interest Period of one (1) month (unless such Interest Period would expire after the Maturity Date, in which case the outstanding LIBOR Loan shall automatically be converted to a Base Rate Loan).

Administrative Agent shall, upon its receipt of each Rate Request from Borrower (and upon its decision to convert or continue a LIBOR Loan pursuant to the immediately preceding paragraph), promptly notify each Lender either by telephone or by facsimile of the specified amount thereof and the amount of Lender's portion thereof, the Interest Period and date of commencement thereof, and the applicable interest rate.

Each Rate Request shall be applicable to the Notes in accordance with Lenders' respective Pro Rata Shares, so that, barring a conversion or suspension of LIBOR Loans by one or more, but not all, Lenders, pursuant to Article III, the outstanding principal amounts of each of the Notes shall contain segments representing Base Rate Loans and/or LIBOR Loans, each of which segments shall correspond to a proportional segment of the outstanding principal amount of every other Note. Notwithstanding the foregoing, if a Lender shall fail to fund the portion it is required to fund of any advance of the Loan and an Electing Lender shall commit to fund the Delinquency Amount pursuant to Section 7.16, then from and after the time of the first disbursement of the Delinquency Amount by the Electing Lender, (i) in the case of a Rate Request with respect to an advance, such Rate Request shall be applicable to the Notes in accordance with the respective portions of such advance made by Lenders; (ii) in the case of a Rate Request with respect to the conversion of Base Rate Loans to LIBOR Loans, such Rate Request shall be applicable to the Notes ratably in accordance with the amounts of the Base Rate Loans of the respective Lenders; and (iii) in the case of a Rate Request with respect to the conversion or continuation of existing LIBOR Loans

having the same Interest Period, such Rate Request shall be applicable ratably to all LIBOR Loans having such Interest Period.

Minimum Amounts and Maximum Number of Tranches .

With regard to the Total Loan as a whole, all elections, conversions and continuations of LIBOR Loans or Base Rate Loans shall be in a minimum amount of $250,000, except in the case of the last advance of the Loan. Borrower shall not have the right to have more than five (5) distinct Interest Periods, in the aggregate, in respect of LIBOR Loans in effect at any one time, whether or not there are any outstanding Base Rate Loans at the time.

Inapplicability of LIBOR Loans .

Any portion of the Principal Amount that is not bearing interest as, or cannot pursuant to the terms of this Agreement bear interest as, a LIBOR Loan shall bear interest as a Base Rate Loan.

Late Payment Premium .

Borrower shall pay to Administrative Agent, for the account of Lenders, a late payment premium in the amount of 5% of any payments of regular principal, interest, fees or other amounts payable under the Loan Documents made more than five (5) Business Days after the due date thereof, which late payment premium shall be due with any such late payment. The late payment premium is to cover administrative and related expenses incurred in handling delinquent payments.

The acceptance of a late payment premium shall not, except if it cures the Default or Event of Default, as applicable, constitute a waiver of any Default or Event of Default then existing or thereafter arising. Further, Administrative Agent's failure to collect a late payment premium at any time shall not constitute a waiver of Administrative Agent's or Lenders' right thereafter, at any time and from time to time (including, without limitation, upon acceleration of the Notes or upon payment in full of the Loan), to collect such previously uncollected late payment premiums or to collect subsequently accruing late payment premiums.

Voluntary Prepayments .

Borrower, on not less than ten (10) Business Days' prior notice to Administrative Agent, may prepay the Principal Amount, in whole or in part, without premium or penalty, provided that Borrower gives a notice of such prepayment which shall specify: (i) the date and amount of the prepayment; (ii) whether the prepayment is of LIBOR Loans, Base Rate Loans or a combination thereof, and, if a combination thereof, the amount allocable to each; and (iii) in the case of prepayment of LIBOR Loans, the expiration date of the applicable Interest Period. Prepayment of all or any portion of the Principal Amount may be made in accordance with this Section provided that: (i) the principal amount prepaid is not less than $1,000,000, unless the prepayment would result in the prepayment of the Loan in full; (ii) all accrued and unpaid interest to and including the date of such prepayment on the amount being prepaid is then paid; and (iii) any amounts payable pursuant to Article III, to the extent then due, are then paid. Any such notice of prepayment may be withdrawn by Borrower in a notice to Administrative Agent on or prior to the date on which such prepayment was to occur, so long as, in connection with such withdrawal, all reasonable out-of-pocket expenses incurred by Administrative Agent in connection with the withdrawn notice of prepayment and any amounts owed pursuant to Article III, if any, are paid simultaneously with such withdrawal or, if later, promptly following being presented with a statement therefor from Administrative Agent or any Lenders. Amounts prepaid may not be reborrowed. Notwithstanding anything in this Agreement to the contrary, none of the payments made pursuant to this Section 2.17 shall be duplicative of any payments required to be made pursuant to Section 3.03 of this Agreement. Administrative Agent and Lenders acknowledge the terms and provisions of Section 3.14 of the Mortgage and agree to perform the actions and undertakings imposed on Administrative Agent and Lenders in such Section.

•     Lenders may, in their absolute discretion, advance or accelerate the advance of all or any portion of the amounts to be advanced hereunder without regard to Borrower's satisfaction of the conditions to its entitlement to Loan proceeds and no Person dealing with Borrower or the Construction Manager or any other Person shall have standing to demand any different performance from Lenders, provided, however, that if Borrower chooses to deposit with each Lender such Lender's Pro Rata Share of the amount of any Loan advances in excess of the amount which Borrower would be entitled

to pursuant to Section 2.01, Lenders shall give Borrower a credit against the interest due on the Notes equal to the interest which would accrue on the amount so deposited as if such amount deposited bore interest at the interest rate that would be applicable thereto under the Notes.

•     CONTRACTORS, SUBCONTRACTORS, LABORERS, MATERIALMEN and SUPPLIERS are cautioned that if Loan advances are made under the alternative set forth in paragraph (a) above, proceeds of the Loan remaining to be advanced at the time of the completion of the Improvements, or any time prior thereto, may be inadequate to pay all lienable claims incurred by Borrower and unpaid at that time. All potential lienors are therefore cautioned to exercise sound business judgment in the extension of credit to Borrower and should not expect Lenders to make Loan advances in such amounts and at such times that it will not be necessary for said parties to exercise such judgment for themselves. Moreover, they are reminded that subdivision (3) of Section 13 of the Lien Law provides that "Nothing in this subdivision shall be considered as imposing upon the lender any obligation to see to the proper application of such advances by the owner," and Lenders have no intention of voluntarily imposing such obligation on themselves.

LIBOR Margin Reduction .

Provided there exists no Event of Default, monetary Default or non-monetary material Default, at such time as (i) tenants are in occupancy, have commenced paying base rent and are open for business for not less than 90% of the net rentable square feet in the Improvements pursuant to Leases which are Approved Leases or have been approved or deemed approved by Administrative Agent and (ii) the Debt Service Coverage Ratio for the immediately preceding Measurement Period is at least 1.00 to 1.00, the LIBOR Margin shall be reduced to 1.0% per annum.

ARTICLE III

YIELD MAINTENANCE ETC.

Additional Costs and Other Effects of Regulatory Changes; Taxes .

Borrower shall pay directly to a Lender, promptly upon demand, such amounts as are necessary to compensate such Lender for Additional Costs resulting from any Regulatory Change, without duplication for payments made in respect of Non-Excluded Taxes pursuant to Section 8.25, which (i) subjects such Lender to any tax, duty or other charge with respect to the Loan or its Note, or changes the basis of taxation of any amounts payable to such Lender under the Loan or its Note (other than taxes (including branch profit taxes) imposed on the overall net income of such Lender or of its Applicable Lending Office by the jurisdiction in which such Lender's principal office or such Applicable Lending Office is located (or taxes imposed in lieu of income taxes) and other than taxes described in Section 8.25 and taxes imposed by reason of a failure by such Lender to provide Borrower with an appropriate certification where providing such certification would avoid imposition of such taxes), (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender, (iii) imposes on such Lender or, in the case of LIBOR Loans, on the London interbank market, any other condition affecting the Loan or its Note, or any of such extensions of credit or liabilities or (iv) imposes any capital adequacy requirements on such Lender by virtue of the Loan or the Notes. Such Lender will notify Borrower (with a copy to Administrative Agent) of any event occurring after the date hereof which would entitle it to compensation pursuant to this paragraph as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and will use reasonable efforts to mitigate such Additional Costs, including designating a different Applicable Lending Office for those portions of the Loan affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in such Lender's sole opinion, be disadvantageous to it, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the United States, provided, however, that, in order for any such notice to be effective to impose on Borrower the obligation to pay any such amount, such notice must be delivered by Lender in question within thirty (30) days after such Lender should reasonably have been aware of the event giving rise to its entitlement to compensation.

Without limiting the effect of the immediately preceding paragraph, in the event that, by reason of any Regulatory Change, (i) a Lender incurs Additional Costs based on or measured by the excess above a specified level of the amount of (1) a category of deposits or other liabilities of such Lender which includes deposits by reference to which the LIBO Rate is determined as provided in this Agreement and/or (2) a category of extensions of credit or other assets of such Lender which includes loans the interest on which is determined on the basis of rates referred to in the definition of "LIBO Rate" in Section 1.02, (ii) a Lender becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold or (iii) it shall be unlawful or impossible for a Lender to make or maintain a LIBOR Loan, then such Lender's obligation to

make or maintain a LIBOR Loan (and Borrower's right to request the same) shall be suspended and such Lender shall give notice thereof to Borrower (with a copy to Administrative Agent) and, upon the giving of such notice, interest payable on the affected Note shall be converted to the rate for Base Rate Loans, unless such Lender may lawfully continue to maintain its LIBOR Loan (or any portion thereof) to the end of the current Interest Period(s), at which time the interest rate on the affected Note shall convert to the rate for Base Rate Loans. If subsequent to any conversion to Base Rate Loans as provided above such Lender determines that such Regulatory Change has ceased to be in effect, such Lender will so notify Borrower (with a copy to Administrative Agent), and Borrower may convert the affected Base Rate Loan to a LIBOR Loan by submitting a Rate Request in respect thereof and otherwise complying with the provisions of this Agreement with respect thereto.

Determinations by each Lender of the existence or effect of any Regulatory Change on its costs of making or maintaining a LIBOR Loan, or on amounts receivable by it in respect thereof, and of the additional amounts required to compensate such Lender in respect of Additional Costs, shall be conclusive, so long as made on a reasonable basis and absent manifest error.

Limitations on Availability of LIBOR Loans .

Anything herein to the contrary notwithstanding, if, at the time of or prior to the determination of the LIBO Rate in respect of any LIBO Rate Request Amount as provided in this Agreement, (i) Administrative Agent determines (which determination shall be conclusive, so long as made on a reasonable basis) that by reason of circumstances affecting the London interbank market generally, adequate and fair means do not or will not exist for determining the LIBO Rate applicable to the Interest Period specified in the Rate Request in question or (ii) a Lender determines (which determination shall be conclusive, so long as made on a reasonable basis) that the LIBO Rate will not accurately reflect the cost to such Lender of making or maintaining a LIBOR Loan for the applicable Interest Period, then Administrative Agent, in the case of the circumstances described in clause (i) above, or such Lender, in the case of the circumstances described in clause (ii) above, shall give Borrower prompt notice thereof (with a copy to Administrative Agent in the case of the notice from such Lender), and the LIBO Rate Request Amount in question, in the case of the circumstances described in clause (i) above, or such Lender's portion thereof, in the case of the circumstances described in clause (ii) above, shall bear interest, or continue to bear interest, as the case may be, as a Base Rate Loan. If at any time subsequent to Administrative Agent's or such Lender's giving of such notice, Administrative Agent or such Lender, as the case may be, determines that because of a change in circumstances LIBOR Loans are again available to Borrower, Administrative Agent or such Lender, as the case may be, shall so notify Borrower (with a copy to Administrative Agent, in the case of the notice from such Lender) and Borrower may convert the Base Rate Loans or the affected Base Rate Loans, as the case may be, to LIBOR Loans by submitting a Rate Request in respect thereof and otherwise complying with the provisions of this Agreement with respect thereto.

Certain Compensation

Borrower shall pay directly to a Lender, immediately upon request and notwithstanding contrary provisions contained in the Mortgage or other Loan Documents, such amounts as shall, in the judgment of such Lender (which shall be conclusive so long as made on a reasonable basis and absent manifest error), compensate it for any out-of-pocket loss, cost or expense incurred by it as a result of (i) any failure by Borrower to make a borrowing of, conversion into or continuation of a LIBOR Loan after Borrower has given a notice requesting the same in accordance with this Agreement, (ii) any failure by Borrower to make any prepayment after Borrower has given notice thereof in accordance with the provisions of this Agreement (subject to Section 2.17), (iii) the making of any payment or prepayment (under any circumstances whatsoever, whether voluntary or involuntary) of any LIBOR Loan on a date other than the last day of an applicable Interest Period, (iv) the conversion (for any reason whatsoever, whether voluntary or involuntary) of a LIBOR Loan to a Base Rate Loan on a date other than the last day of an applicable Interest Period, or (v) the early termination of any swap or other interest rate hedging arrangements. In the cases of clauses (i) through (iv) above, such amounts shall include, without limitation, an amount equal to the present value (using as a discount rate the rate at which interest is computed pursuant to clause (y) below) of the excess, if any, of (x) the amount of interest that would have accrued on the amount so prepaid, converted, not borrowed, not continued, not converted or not prepaid, as the case may be, for the period from the date of occurrence to the last day of the applicable Interest Period at the applicable rate of interest provided for herein (excluding, however, the LIBOR Margin) over (y) the amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the London interbank market. In the case of clause (v) above, such amounts shall include, without limitation, any out-of-pocket loss, cost or expense arising from the re-employment of funds obtained by the affected Lender, from fees payable to terminate the deposits from which such funds were obtained or from reversing any swap or other interest rate hedging arrangements.

"Lender" to Include Participants

For purposes of this Article III and of the definitions of "Additional Costs", "Regulatory Change" and "Reserve Requirements" in Section 1.02, the term "Lender" shall be deemed to include Postbank. For purposes of this Article III and of the definition of "Additional Costs" in Section 1.02, the term "Lender" shall, at each Lender's option, be deemed to include such Lender's present and future Participants in the Loan to the extent of each such Participant's actual Additional Costs or other out-of-pocket losses, costs or expenses payable pursuant to this Article III. With respect to any Participant or Assignee under Section 8.13, "Regulatory Change" shall be determined based on the law at the time such Participant or Assignee became a party to this Agreement, and not based on the law as of the date hereof.

Substitution of Lenders .

If any Lender (an "Affected Lender") (i) makes demand upon Borrower for (or if Borrower is otherwise required to pay) Additional Costs pursuant to Section 3.01 or (ii) gives notice to Borrower that such Lender is unable to make or maintain its Pro Rata Share of the Loan at the LIBO Based Rate as a result of a condition described in clause (ii) of Section 3.02 or in the second paragraph of Section 3.01, Borrower may, within one hundred eighty (180) days of receipt of such demand or notice, as the case may be, give notice (a "Substitution Notice") to Administrative Agent and to each Lender of its intention to replace such Affected Lender with another Eligible Lender (the "Substitute Lender") designated in such Substitution Notice. If the Substitute Lender is not then a Lender, Administrative Agent shall notify Borrower and each Lender within fifteen (15) days after receipt of such Substitution Notice if such Eligible Lender is, in Administrative Agent's reasonable judgment, reasonably satisfactory as a lender hereunder (provided any existing Lender shall be satisfactory). If, in the case the Substitute Lender is not a Lender, within ten (10) days after notice from Administrative Agent to Borrower and each Lender that such Eligible Lender is reasonably satisfactory or in the case the Substitute Lender is a Lender, within ten (10) days after Borrower delivers its Substitution Notice to Administrative Agent and each Lender, the Affected Lender shall not agree to waive the payment of the Additional Costs in question or the effect of the circumstances described in clause (ii) of Section 3.02 or in the second paragraph of Section 3.01, then the Affected Lender shall, so long as no Event of Default shall exist, assign its Note and all of its rights and obligations under this Agreement to the Substitute Lender, and the Substitute Lender shall assume all of the Affected Lender's rights and obligations, pursuant to an Assignment and Assumption Agreement, executed by the Affected Lender and the Substitute Lender. It shall be a condition to any such assignment and assumption that, concurrently therewith, the Affected Lender also assigns, and the Substitute Lender assumes, the proportionate part of the Affected Lender's rights and obligations under the Other Loan. In connection with such assignment and assumption, the Substitute Lender shall pay to the Affected Lender an amount equal to the outstanding principal amount under the Affected Lender's Note plus all interest accrued thereon, plus all other amounts, if any (other than the Additional Costs in question), then due and payable to the Affected Lender with respect to the Loan; provided , however , that prior to or simultaneously with any such assignment and assumption, Borrower shall have paid (or caused to be paid) to such Affected Lender all amounts properly demanded and unreimbursed under this Article III. Upon the effective date of such assignment and assumption and the payment by the Substitute Lender to Administrative Agent of a fee, for Administrative Agent's own account, in the amount of $3,500, the Substitute Lender shall become a party to this Agreement and shall have all the rights and obligations of a Lender as set forth in such Assignment and Assumption Agreement, and the Affected Lender shall be released from its obligations hereunder, and no further consent or action by any party shall be required. Upon the consummation of any assignment pursuant to this Section, a note shall be issued to the Substitute Lender by Borrower, in substitution for the Affected Lender's Note, and the Affected Lender shall return its Note to Borrower. Such substitute note shall constitute a "Note", and the obligations evidenced by such substitute note shall be secured by the Mortgage. In connection with Borrower's execution of such substitute note as aforesaid, Borrower shall deliver to Administrative Agent such evidence of the due authorization, execution and delivery of the substitute note and any related documents as Administrative Agent may reasonably request. If the Substitute Lender is not incorporated under the Laws of the United States or a state thereof, it shall, prior to the first date on which interest or fees are payable hereunder for its account, deliver to Borrower and Administrative Agent certification as to exemption from deduction or withholding of any United States federal income taxes in accordance with Section 7.13.

Borrower, Administrative Agent and Lenders shall execute such modifications to the Loan Documents as shall, in the reasonable judgment of Administrative Agent, be necessary or desirable in connection with the substitution of Lenders in accordance with the foregoing provisions of this Section.

ARTICLE IV

CONDITIONS PRECEDENT

Conditions Precedent to Initial Advance .

Lenders shall not be obligated to make the Initial Advance until the following conditions shall have been satisfied:

•     There shall exist no Default or Event of Default, and no Default or Event of Default would result from the making of the Initial Advance;

•     The representations and warranties made to Administrative Agent or Lenders herein, in the other Loan Documents and in any other document, certificate or statement executed or delivered by Borrower and/or Guarantor to Administrative Agent or Lenders in connection with the Loan (except those that are as of a specific date) shall be true and correct in all material respects on and as of the date of the Initial Advance with the same effect as if made on such date;

•     The Improvements, if any, shall not have been materially injured or damaged by fire or other casualty unless Administrative Agent shall have received, for the account of Lenders, insurance proceeds (and/or other cash held by Administrative Agent or creditworthy commitments assigned to Administrative Agent) sufficient in the judgment of the Construction Consultant to effect the satisfactory restoration of the Improvements and to permit completion of the Improvements prior to the Completion Date;

•      Fees and Expenses. ( i) Those fees required by the Supplemental Fee Letter to be paid on or before the date hereof, to be retained by Administrative Agent and/or PB Capital for its own account; and (ii) all reasonable fees and expenses incurred by Administrative Agent (including, without limitation, the reasonable fees and expenses of Lenders' Counsel, the Construction Consultant, Administrative Agent's environmental and insurance consultants, and the preparer of the appraisal required by paragraph (4) below);

•      Loan Documents and Supplemental Fee Letter. This Agreement, each of the other Loan Documents and the Supplemental Fee Letter, duly executed by the parties thereto, and, where applicable, duly acknowledged and in proper form for recording or filing, as the case may be, and all necessary or desirable recordings and filings shall have been duly made;

•      Financial Statements . Current Financial Statements and such other financial data (including, without limitation, current financial statements of tenants under leases in respect of the Premises and of parties to any of the Premises Documents, and of the guarantor(s), if any, of any such tenants or parties, all to the extent available) as Administrative Agent shall reasonably require;

•      Appraisal . An independent FIRREA appraisal of the Premises and Improvements (exclusive of any residential component or air or development rights in respect thereof) commissioned by Administrative Agent and produced by an MAI real estate appraiser, certified in the jurisdiction(s) in which the Premises are located in accordance with the current Uniform Standards of Professional Appraisal Practice (USPAP) as promulgated by the Appraisal Foundation showing the stabilized appraised value as a retail property of not less than $500,000,000;

•      Insurance Policies . The policies of insurance required by the Mortgage, together with evidence of the payment of the premiums therefor;

•      Hazardous Materials Report/Reliance Letter. A detailed report, in form reasonably satisfactory to Administrative Agent, by a properly qualified engineer, which shall include, inter alia, a certification that such engineer has obtained and examined a list of prior owners, tenants and other users of all or any portion of the Premises or the improvements thereon, and has made an on-site physical examination of the Premises, and a visual observation of the surrounding areas, together with, if required by Administrative Agent, a "reliance letter" addressed to Administrative Agent with respect to such report (including (i) a Phase I Environmental Assessment in accordance with ASTM Standard 1527-05, (ii) if

recommended by the Phase I, a Phase II Environmental Assessment and (iii) if adverse environmental conditions are identified, a remediation plan which has been approved by Administrative Agent and its environmental consultant (such approval not to be unreasonably withheld, conditioned or delayed) and which costs therefor are in the Construction Cost Statement);

•      Title Policy . A paid title insurance policy (or policies), in the amount of the Mortgage, in ALTA 2006 Loan Policy form (with New York endorsements) or other form approved by Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed), issued by the Title Insurer, which shall insure the Mortgage to be a valid lien on Borrower's Interest in the Premises free and clear of all defects and encumbrances except those previously received and approved by Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed), and shall contain:

•     a reference to the survey but no survey exceptions except those theretofore approved by Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed),

•     such affirmative insurance and endorsements as Administrative Agent may reasonably require, and

•     a pending disbursements clause substantially in the form of Exhibit D attached hereto ; and, if any such policy is dated earlier than the date of the Initial Advance, a written continuation of or endorsement to such policy, in a form approved by Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed), conforming to the requirements of said Exhibit D and setting forth no additional exceptions except those approved by Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed),

and shall be accompanied by such co-insurance and/or reinsurance agreements between the Title Insurer and title companies approved by Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed), in ALTA 1994 facultative form, as Administrative Agent may reasonably require;

•      Survey . A current survey of the Premises certified to Administrative Agent and the Title Insurer showing:

•     all easements, rights-of-way, and utility lines referred to in the title policy required by this Agreement or which actually service or cross the Premises,

•     the lines of the streets abutting the Premises and the width thereof, and any established building and setback lines,

•     the Improvements to the extent constructed, and the relationship of the Improvements by distances to the perimeter of the Premises, established building, setback and street lines,

•     if the Premises are described as being on a filed map, a legend relating the survey to said map, and

•      Leases and Premises Documents. Certified copies of all Leases in respect of the Premises, accompanied by, in the case of Major Leases and any other Leases specified by Administrative Agent, estoppel certificates from the tenants thereunder and executed notice-of-assignment letters in the form of Exhibit C attached hereto in respect thereof; executed subordination, non-disturbance and attornment agreements, in Administrative Agent's usual form or, if the tenant is a major national retailer, such tenant's usual form (with, in the case of either form, such commercially reasonable changes to such form as are requested by the party not providing the form and as are agreed to by the party providing the form), in respect of such Leases as Administrative Agent may reasonably require; a certified copy of the standard form of lease Borrower will use in connection with the leasing of space in the Improvements; and

certified copies of all Premises Documents, together with, if reasonably required by Administrative Agent, estoppel certificates from the parties thereto;

•      Counsel Opinions . An opinion of Borrower's counsel to such effects as are reasonably required by Administrative Agent;

•      Organizational Documents . If Borrower, the mortgagor under the Mortgage (if different from Borrower), Guarantor or any general partner or member of any of them is a corporation, current copies of the following documents with respect to each (unless otherwise indicated):

•     a good-standing certificate from the jurisdiction of its incorporation and, as to Borrower and the mortgagor under the Mortgage (if different from Borrower) only, a certificate from the State of New York evidencing such entity's authorization to do business in the State of New York,

•     a copy of such Person's articles of incorporation as filed in the jurisdiction of its incorporation and certified by the Secretary of State of such jurisdiction, together with a copy of the bylaws of such Person,

•     a resolution or minutes of a meeting, certified by the corporate secretary, of the shareholders or directors of the corporation authorizing the consummation of the transactions contemplated hereby and the execution, delivery and performance of the Loan Documents and any other documents to be executed, delivered or performed by said corporation (including any substitute or replace