CONSTRUCTION LOAN AGREEMENT

CONSTRUCTION LOAN AGREEMENT

$74,000,000

MADE BY AND BETWEEN

As Borrower

AND

KEYBANK NATIONAL ASSOCIATION,
a national banking association,
127 Public Square,
Cleveland, Ohio 44114

as a Lender and as Administrative Agent

AND

KEYBANC CAPITAL MARKETS
as sole lead arranger and book manager

Dated as of February 16, 2007

TABLE OF CONTENTS

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LIST OF EXHIBITS TO LOAN AGREEMENT

W I T N E S S E T H:

RECITALS

     B. Borrower has applied to Lenders for a loan in the amount of up to Seventy-Four Million and No/100 Dollars ($74,000,000.00) (the "Loan") to reimburse Borrower for and to pay for the acquisition and development of the Project, and Lenders are willing to make the Loan on the terms and conditions hereinafter set forth.

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

ARTICLE 1

1.1 Incorporation of Recitals.

     The foregoing preambles and all other recitals set forth herein are made a part hereof by this reference.

1.2 Incorporation of Exhibits.

     Exhibits A through M, to this Agreement, attached hereto are incorporated in this Agreement and expressly made a part hereof by this reference.

ARTICLE 2

2.1 Defined Terms.

     The following terms as used herein shall have the following meanings:

     Adjusted LIBOR Rate: For any LIBOR Rate Interest Period, an interest rate per annum equal to the sum of (A) the rate obtained by dividing (x) the LIBOR Rate for such LIBOR Rate Interest Period by (y) a percentage equal to one hundred percent (100%) minus the Reserve Percentage for such LIBOR Rate Interest Period and (B) the LIBOR Rate Margin.

     Adjusted Base Rate: A rate per annum equal to the sum of (a) the Prime Rate Margin and (b) the greater of (i) the Prime Rate or (ii) one percent (1%) in excess of the Federal Funds Effective Rate. Any change in the Adjusted Base Rate shall be effective immediately from and after a change in the Adjusted Base Rate (or the Federal Funds Effective Rate, as applicable).

     Agent’s Head Office: The Agent’s head office located at 127 Public Square, Cleveland, Ohio 44114-1306, or at such other location as the Agent may designate from time to time by notice to the Borrower and the Lenders.

     Agent’s Special Counsel: McKenna Long & Aldridge LLP or such other counsel as selected by Agent.

     Agreement: This Construction Loan Agreement.

     Applicable Margin. On any date, the Applicable Margin set forth below based on the percentage of the Net Rentable Area of the Project (based upon the Net Rentable Area to be in the Project after completion of Construction) that is subject to Qualified Leases:

     Applicable Rate: As such term is defined in Section 5.1(a).

     Appraisal: An MAI appraisal of the value of the Project performed by an independent appraiser selected by the Agent who is not an employee of the Borrower, the Guarantors or any of their Affiliates, the Agent or a Lender, the form and substance of such appraisal and the identity of the appraiser to be in compliance with FIRREA, the rules and regulations adopted pursuant thereto and all other regulatory laws and policies (both regulatory and internal) applicable to the Lenders and otherwise acceptable to the Agent.

     Appraised Value: The stabilized market value of the Project as reflected in the then-most recent Appraisal of the Project, obtained pursuant to this Agreement; subject, however, to such reasonable adjustments to the value determined thereby as may be required by the appraisal department of the Agent in its good faith business judgment based on criteria and factors then generally used and considered by the Agent in determining the value of similar properties, which review shall be conducted prior to acceptance of such Appraisal by the Agent.

     Architect: FOX Architects, LLC.

     Architect’s Certificate: A certificate in the form of Exhibit G attached hereto executed by the Architect in favor of Lenders.

     Assignment and Assumption: An Assignment and Assumption Agreement in the form of Exhibit L attached hereto and made a part hereof.

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     Authorized Representative: Gary R. Siegel, Michael Green or Mark Keller.

     Bankruptcy Code: Title 11 of the United States Code entitled "Bankruptcy" as now or hereafter in effect, or any successor thereto or any other present or future bankruptcy or insolvency statute.

     Board. As such term is defined in Change of Control.

     Bond: A Performance Bond and Labor and Material Payment Bond in a form approved by Agent, with each Major Subcontractor as principal, with a surety company acceptable to Agent and licensed to do business in the State, as surety, with a dual obligee rider in favor of Agent.

     Breakage Costs: The cost to any Lender of re employing funds bearing interest at an Adjusted LIBOR Rate (calculated based on a change in the LIBOR Rate), incurred (or reasonably expected to be incurred) in connection with (i) any payment of any portion of the Loan bearing interest at an Adjusted LIBOR Rate prior to the termination of any applicable LIBOR Rate Interest Period, (ii) the conversion of an Adjusted LIBOR Rate to any other applicable interest rate on a date other than the last day of the relevant LIBOR Rate Interest Period, or (iii) the failure of Borrower to draw down, on the first day of the applicable LIBOR Rate Interest Period, any amount as to which Borrower has elected a LIBOR Rate Option.

     Budget: The budget for the Project specifying all costs and expenses of every kind and nature whatever to be incurred by Borrower in connection with the Project prior to the Maturity Date.

     Budget Line Item: As such term is defined in Section 10.2.

     Business Day: A day of the year on which banks are not required or authorized to close in Cleveland, Ohio.

     Capitalized Lease: A lease under which the discounted future rental payment obligations of the lessee or the obligor are required to be capitalized on the balance sheet of such Person in accordance with generally accepted accounting principles.

     Change of Control: A Change of Control shall exist upon the occurrence of any of the following:

          (a) any Person (including a Person’s Affiliates and associates) or group (as that term is understood under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations thereunder) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of a percentage (based on voting power, in the event different classes of stock shall have different voting powers) of the voting stock of Parent Guarantor equal to at least twenty percent (20%) (or with respect to Richard Kramer and Steven Grigg and their Affiliates, an aggregate of at least forty percent (40%));

          (b) as of any date a majority of the Board of Directors or Trustees (the "Board") of Parent Guarantor consists of individuals who were not either (i) directors or trustees of Parent Guarantor as of the corresponding date of the previous year, or (ii) selected or nominated to become directors or trustees by the Corporate Governance and Nominating Committee of Parent Guarantor, which is comprised solely of independent directors, as required by the New York Stock Exchange, and approved by a majority of the Board of Parent Guarantor, which majority consisted of individuals described in clause (b)(i) above, or (iii) selected or nominated to become directors or trustees by the Corporate Governance and Nominating Committee of Parent Guarantor and approved by a majority of the Board of Parent Guarantor, which majority consisted of individuals described in clause (b)(i) above and individuals described in clause (b)(ii), above (excluding, in the case of both clause (ii) and (iii) above, any individual whose initial nomination for, or assumption of office as, a member of the Board occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more

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          (c) the OP Guarantor or Parent Guarantor consolidates with, is acquired by, or merges into or with any Person (other than a merger permitted by Section 22 of the Guaranty); or

          (d) Parent Guarantor fails to own, directly, at least fifty-one percent (51%) of the economic, voting and beneficial interests in OP Guarantor; or

          (e) Parent Guarantor shall fail to be the sole general partner of OP Guarantor, shall fail to own such general partnership interest in OP Guarantor free of any lien, encumbrance or other adverse claim, or shall fail to control the management and policies of OP Guarantor; or

          (f) Mark R. Keller shall cease to be the Chief Executive Officer of Parent Guarantor and a competent and experienced successor Chief Executive Officer shall not be reasonably approved by the Required Lenders within six (6) months of such event; or

          (g) OP Guarantor ceases to control the management of the Borrower and to be the legal and beneficial owner of at least 51% of the membership interests in Borrower; or

          (h) OP Guarantor or any other owner of Equity Interests in Borrower shall create, incur, assume or suffer to exist any Lien on the Equity Interests in Borrower owned by it.

     Change Order: Any request for changes in the Plans and Specifications (other than minor field changes involving no extra cost).

     Code: The Internal Revenue Code of 1986, as amended.

     Collateral: All of (a) the property, rights and interests of the Borrower that are or are intended to be subject to the security interests, assignments, and mortgage liens created by the Security Documents, including, without limitation, the Project, and (b) the Guaranty.

     Commitment: The maximum amount each Lender has agreed to lend to Borrower as part of the Loan (which amounts are set forth below the signature line of each Lender), subject to modification by each Assignment and Assumption.

     Completion Conditions: Delivery to Agent of the following items in form satisfactory to the Agent:

               (A) Required Permits. Evidence that the Borrower has obtained all Required Permits from such Governmental Authority as may be required under applicable laws and requirements for the permanent use and occupancy of the Improvements for their intended uses, together with copies of all such Required Permits (it being acknowledged that with respect to any portion of the Project to be occupied by a Tenant which has not been leased, Borrower shall deliver a shell certificate of occupancy);

               (B) Approval by Lender’s Consultant. Notification from the Lender’s Consultant to the effect that the Improvements have been completed in a good and workmanlike manner in accordance with the Plans and Specifications;

               (C) Certificate of the Borrower’s Architect. Certificate of the Borrower’s architect that the Improvements have been completed in accordance with the Plans and Specifications and that the Improvements comply with all applicable laws and requirements and Governmental Approvals and are in all respects ready for use and occupancy;

               (D) Payment of Costs. Evidence satisfactory to Agent that all sums due in connection with the construction of the Improvements have been paid or discharged in full (whether by bonding or

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               (E) Final Lien Waivers. Final lien waivers in such form as may be permitted by applicable law to remove or dissolve any unfiled lien claims, or such other form satisfactory to the Agent from the General Contractor, and such laborers, suppliers, subcontractors and materialmen as may be requested by the Agent, duly executed and notarized (or with respect to any lien claims for which final lien waivers are not provided, evidence satisfactory to Agent that such lien claims have been discharged in full (whether by bonding or otherwise));

               (F) Acceptance by Tenants. Evidence satisfactory to Agent that any Tenants of the Project for which Tenant Work has been completed have accepted their leased premises in accordance with their Lease;

               (G) Debt Service Coverage. The Debt Service Coverage for the most recently completed calendar quarter shall be not less than 1.25 to 1, and Agent shall have received a duly executed Certificate of Compliance in the form of Exhibit K attached hereto; and

               (H) Title Endorsement. An endorsement to the Title Policy fully removing any exception for mechanics and materialman’s liens, whether filed or unfiled.

     Completion Date: The first to occur of (i) the date that is eighteen (18) months from the Construction Commencement Date and (ii) November 16, 2008, subject to extension pursuant to Section 15.1(b).

     Construction or construction: The construction and equipping of the Improvements in accordance with the Plans and Specifications, and all Tenant Work and related improvements required to be performed by Borrower under Leases and the installation of all personal property, fixtures and equipment required for the operation of the Project.

     Construction Commencement Date: The first to occur of (i) May 16, 2007 and (ii) the date that is 30 days from the Loan Opening Date.

     Construction Schedule: A schedule satisfactory to Agent and Lender’s Consultant, establishing a timetable for completion of the Construction, showing, on a monthly basis, the anticipated progress of the Construction and also showing that the Improvements can be completed on or before the Completion Date.

     Contingency Fund: A Budget Line Item which shall represent an amount necessary to provide reasonable assurances to Lenders that additional funds are available to be used if additional costs and expenses are incurred or additional interest accrues on the Loan, or unanticipated events or problems occur.

     Control: For purposes of this definition, "Control" (including, with correlative meanings, the terms "controlling", "controlled by" and "under common control with"), as applied to any Person, means (a) the possession, directly or indirectly, of the power to vote twenty percent (20%) or more of the stock, shares, voting trust certificates, beneficial interests, partnership interests, member interests or other interests having voting power for the election of directors of such Person or otherwise to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise, or (b) the ownership of (i) a general partnership interest, (ii) a managing member’s or manager’s interest in a limited liability company or (iii) a limited partnership interest or preferred stock (or other ownership interest) representing twenty percent (20%) or more of the outstanding limited partnership interests, preferred stock or other ownership interests of such Person.

     Debt Service Coverage: With respect to a particular period, the ratio of (a) the Net Operating Income of the Project for the most recently completed calendar quarter, annualized to (b) the Total Annual Debt Service.

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     Default or default: Any event, circumstance or condition, which, if it were to continue uncured, would, with notice or lapse of time or both, constitute an Event of Default hereunder.

     Default Rate: A rate per annum equal to three percentage points (300 basis points) in excess of the Adjusted Base Rate, but not at any time in excess of the highest rate permitted by law.

     Defaulting Lender: As such term is defined in Section 25.5(b).

     Deficiency Deposit: As such term is defined in Section 11.1.

     Derivatives Contract: Any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement. Not in limitation of the foregoing, the term "Derivatives Contract" includes any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement, including any such obligations or liabilities under any such master agreement.

     Derivatives Termination Value: In respect of any one or more Derivatives Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Derivatives Contracts, (a) for any date on or after the date such Derivatives Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a) the amount(s) determined as the mark-to-market value(s) for such Derivatives Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Derivatives Contracts (which may include the Agent or any Lender).

     Eligible Assignee: (i) Any Lender; (ii) any commercial bank, savings bank, savings and loan association or similar financial institution which (A) has total assets of Five Billion Dollars ($5,000,000,000) or more, (B) is "well capitalized" within the meaning of such term under the regulations promulgated under the auspices of the Federal Deposit Insurance Corporation Improvement Act of 1991, (C) in the reasonable judgment of the Agent, is engaged in the business of lending money and extending credit, and buying loans or participations in loans under credit facilities substantially similar to those extended under this Agreement, and (D) in the reasonable judgment of the Agent, is operationally and procedurally able to meet the obligations of a Lender hereunder to the same degree as a commercial bank; (iii) any insurance company in the business of writing insurance which (A) has total assets of Five Billion Dollars ($5,000,000,000) or more (B) is "best capitalized" within the meaning of such term under the applicable regulations of the National Association of Insurance Commissioners, and (C) meets the requirements set forth in subclauses (C) and (D) of clause (ii) above; and (iv) any other financial institution having total assets of Five Billion Dollars ($5,000,000,000) (including a mutual fund or other fund under management of any investment manager having under its management total assets of Five Billion Dollars ($5,000,000,000) or more) which meets the requirement set forth in subclauses (C) and (D) of clause (ii) above; provided that each Eligible Assignee must (w) be organized under the Laws of the United States of America, any state thereof or the District of Columbia, or, if a commercial bank, be organized under the Laws of the United States of America, any state thereof or the District of Columbia, the Cayman Islands or any country which is a member of the Organization for Economic Cooperation and Development, or a political subdivision of such a country, (x) act under the Loan Documents through a branch, agency or funding office located in the United States of America, (y) be exempt from withholding of tax on interest

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     Engineering Report: An engineering report prepared by licensed engineer satisfactory to Agent to the satisfaction of Agent that the existing improvements at the Project will support the new improvements contemplated by the Plans and Specifications.

     Environmental Indemnity: An environmental indemnity from the Borrower and Guarantors, jointly and severally, indemnifying Agent and the Lenders with regard to all matters related to Hazardous Material and other environmental matters.

     Environmental Proceedings: Any environmental proceedings, whether civil (including actions by private parties), criminal, or administrative proceedings, relating to the Project.

     Environmental Report: An environmental report prepared at Borrower’s expense by a qualified environmental consultant approved by Agent, dated not more than three (3) months prior to the date of this Agreement and addressed to Agent (or subject to separate letter agreement permitting Agent to rely on such environmental report).

     Equity Interests: With respect to any Person, shares of capital stock of (or other ownership or profit interests in) such Person, warrants, options or other rights for the purchase or other acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or other acquisition from such Person of such shares (or such other interests), and other ownership or profit interests in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are authorized or otherwise existing as of any date of determination.

     ERISA: The Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder from time to time.

     Event of Default: As such term is defined in Article 19.

     Extended Maturity Date: As such term is defined in Section 4.3.

     Extension Option: As such term is defined in Section 4.3.

     Extension Term: The period of time commencing on the day after the Initial Maturity Date and ending on the Extended Maturity Date.

     Federal Funds Effective Rate: Shall mean, for any day, the rate per annum (rounded upward to the nearest on one-hundredth of one percent (1/100 of 1%)) announced by the Federal Reserve Bank of Cleveland on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the "Federal Funds Effective Rate."

     FIRREA: The Financial Institutions Reform, Recovery And Enforcement Act of 1989, as amended from time to time.

     General Contract: The general contract between Borrower and General Contractor, pertaining to the construction of all onsite and offsite improvements for the Project.

     General Contractor: Jones Lang LaSalle Construction, Limited Partnership.

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     Governmental Authority: Any federal, state, county or municipal government, or political subdivision thereof, any governmental or quasi governmental agency, authority, board, bureau, commission, department, instrumentality, or public body, or any court, administrative tribunal, or public utility.

     Guarantor(s): Parent Guarantor and the OP Guarantor, individually or collectively, as the context shall imply.

     Guaranty: That certain Guaranty dated of even date herewith, executed by each Guarantor in favor of Agent and Lenders, as the same may be modified, amended or ratified.

     Hazardous Material: Means and includes gasoline, petroleum, asbestos containing materials, explosives, radioactive materials or any hazardous or toxic material, substance or waste which is defined by those or similar terms or is regulated as such under any Law of any Governmental Authority having jurisdiction over the Project or any portion thereof or its use, including: (i) any "hazardous substance" defined as such in (or for purposes of) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.A. § 9601(14) as may be amended from time to time, or any so called "superfund" or "superlien" Law, including the judicial interpretation thereof; (ii) any "pollutant or contaminant" as defined in 42 U.S.C.A. § 9601(33); (iii) any material now defined as "hazardous waste" pursuant to 40 C.F.R. Part 260; (iv) any petroleum, including crude oil or any fraction thereof; (v) natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel; (vi) any "hazardous chemical" as defined pursuant to 29 C.F.R. Part 1910; (vii) any other toxic substance or contaminant that is subject to any other Law or other past or present requirement of any Governmental Authority; and (viii) any Mold or Mold Condition. Any reference above to a Law, includes the same as it may be amended from time to time, including the judicial interpretation thereof.

     Improvements: The improvements more particularly described in the Plans and Specifications, and offsite improvements and together with any existing improvements not to be demolished.

     In Balance or in balance: As such term is defined in Article 11.

     Including or including: Including but not limited to.

     Indebtedness: With respect to a Person, at the time of computation thereof, all of the following (without duplication): (a) all obligations of such Person in respect of money borrowed (other than trade debt incurred in the ordinary course of business which is not more than sixty (60) days past due); (b) all obligations of such Person, whether or not for money borrowed (i) represented by notes payable, or drafts accepted, in each case representing extensions of credit, (ii) evidenced by bonds, debentures, notes or similar instruments, or (iii) constituting purchase money indebtedness, conditional sales contracts, title retention debt instruments or other similar instruments, upon which interest charges are customarily paid or that are issued or assumed as full or partial payment for property or services rendered; (c) obligation of such Person as a lessee or obligor under a Capitalized Lease; (d) all reimbursement obligations of such Person under any letters of credit or acceptances (whether or not the same have been presented for payment); (e) all Off-Balance Sheet Obligations of such Person; (f) all obligations of such Person in respect of any purchase obligation, repurchase obligation, takeout commitment or forward equity commitment, in each case evidenced by a binding agreement (excluding any suc