CONSTRUCTION LOAN AGREEMENT

Exhibit 10.62

CONSTRUCTION LOAN AGREEMENT

for a loan in the amount of

$74,000,000

MADE BY AND BETWEEN

REPUBLIC 20 ^TH STREET LLC,
a Delaware limited liability company,

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

CONSTRUCTION LOAN AGREEMENT
Project Commonly Known as
"1129 20 ^th Street"

     THIS CONSTRUCTION LOAN AGREEMENT (" Agreement ") is made as of February 16, 2007, by and among REPUBLIC 20 ^TH STREET LLC, a Delaware limited liability company (" Borrower "), and KEYBANK NATIONAL ASSOCIATION, a national banking association (" KeyBank "), its successors and assigns, individually and as a lender and administrative agent (referred to in such capacity as "Agent" in this Agreement), and each of the undersigned lending institutions (KeyBank, as a lender, and each such lending institution, and their respective successors and assigns, referred to individually as "Lender" or collectively as the "Lenders").

W I T N E S S E T H :

RECITALS

     A. Borrower is the owner of a fee simple interest in the land located at 1129 20 ^th Street in Washington, D.C., and which is legally described in Exhibit A attached hereto (the " Land "). Borrower proposes to expand and renovate such building.

     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

INCORPORATION OF RECITALS AND EXHIBITS

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

DEFINITIONS

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).

      Affiliate : An Affiliate, as applied to any Person, shall mean any other Person directly or indirectly Controlling, Controlled by, or under common Control with, that Person.

      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:

The initial Applicable Margin shall be at Pricing Level 3. The Applicable Margin shall not be adjusted based upon such percentage, if at all, until the first (1 ^st ) day of the first (1 ^st ) month following the delivery by Borrower to the Agent of the Rent Roll at the end of a calendar month. In the event that Borrower shall fail to deliver to the Agent a monthly Rent Roll on or before the date required by Section 15.1(o) , then without limiting any other rights of the Agent and the Lenders under this Agreement, the Applicable Margin shall be at Pricing Level 3 until such failure is cured within any applicable cure period, in which event the Applicable Margin shall adjust, if necessary, on the first (1 ^st ) day of the first (1 ^st ) month following receipt of such Rent Roll.

      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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      Assignment of Rents : An assignment of leases and rents made by Borrower in favor of Agent assigning all leases, subleases and other agreements relating to the use and occupancy of all or any portion of the Project, and all present and future leases, rents, issues and profits therefrom.

      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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directors or trustees by any Person or group other than a solicitation for the election of one or more directors or trustees by or on behalf of the Board); or

          (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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otherwise) and that no party claims or has a right to claim any statutory or common law lien arising out of the construction of the Improvements for the supplying of labor, material, equipment and/or services in connection therewith;

               (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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      Deed of Trust : A deed of trust, assignment of leases and rents, security agreement and fixture filing, executed by Borrower for the benefit of Agent and the Lenders securing this Agreement, the Notes, and all obligations of Borrower in connection with the Loan, granting a first priority lien on Borrower’s fee simple interest in the Project, subject only to the Permitted Exceptions.

      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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and deliver the documents related thereto pursuant to the Internal Revenue Code as in effect from time to time and (z) not be the Borrower or an Affiliate of the Borrower.

      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 Approvals : Collectively, all consents, licenses, and permits and all other authorizations or approvals required from any Governmental Authority for the Construction in accordance with the Plans and Specifications.

      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 such obligation to the extent the obligation can be satisfied by the issuance of Equity Interests), (g) net obligations under any Derivatives Contract not entered into as a hedge against existing Indebtedness, in an amount equal to the Derivatives Termination Value thereof; (h) all Indebtedness of other Persons which such Person has guaranteed or is otherwise recourse to such Person (including guaranties of customary exceptions for fraud, misapplication of funds, environmental indemnities, violation of "special purpose entity" covenants, and other similar exceptions to recourse liability), including liability of a general partner in respect of liabilities of a partnership in which it is a general partner which would constitute "Indebtedness" hereunder, any obligation to supply funds to or in any manner to invest directly or indirectly in a Person, to maintain working capital or equity capital of a Person or otherwise to maintain net worth, solvency or other financial condition of a Person, to purchase indebtedness, or to assure the owner of indebtedness against loss,

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including, without limitation, through an agreement to purchase property, securities, goods, supplies or services for the purpose of enabling the debtor to make payment of the indebtedness held by such owner or otherwise; and (i) all Indebtedness of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness or other payment obligation.

      Initial Maturity Date : February 16, 2010, or such earlier date on which the Loan shall become due and payable pursuant to the terms hereof.

      Internal Revenue Code : The Internal Revenue Code of 1986, as amended from time to time.

      Land : As such term is defined in Recital A .

      Late Charge : As such term is defined in Section 4.6 .

      Laws : Collectively, all federal, state and local laws, statutes, codes, ordinances, orders, rules and regulations, including judicial opinions or precedential authority in the applicable jurisdiction.

      Leases : The collective reference to all leases, subleases and occupancy agreements affecting the Project or any part thereof now existing or hereafter executed and all amendments, modifications or supplements thereto approved in writing by Agent.

      Lender(s) : As defined in the opening paragraph of this Agreement.

      Lender’s Consultant : An independent consulting architect, inspector, and/or engineer designated by Agent in Agent’s sole discretion.

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

      Lender Reply Period : As such term is defined in Section 25.6 .

      Lien : Any lien, security interest or other charge or encumbrance of any kind, or any other type of preferential arrangement, including, without limitation, the lien or retained security title of a conditional vendor and any easement, right of way or other encumbrance on title to real property.

      LIBOR Business Day : A Business Day on which dealings in U.S. dollars are carried on in the London Interbank Market.

      LIBOR Rate : For any LIBOR Rate Interest Period, the average rate (rounded upwards to the nearest 1/16th) as shown by Reuters at which deposits in U.S. dollars are offered by first class banks in the London Interbank Market at approximately 11:00 a.m. (London time) on the day that is two (2) LIBOR Business Days prior to the first day of such LIBOR Rate Interest Period with a maturity approximately equal to such LIBOR Rate Interest Period and in an amount approximately equal to the amount to which such LIBOR Rate Interest Period relates, adjusted for reserves and taxes if required by future regulations. If Reuters no longer reports such rate or Agent determines in good faith that the rate so reported no longer accurately reflects the rate available to Lenders in the London Interbank Market, Agent may select a replacement index.

      LIBOR Rate Interest Period : With respect to each amount bearing interest at a LIBOR based rate, a period of one, two, three or six months, to the extent deposits with such maturities are available to Agent (provided that until such time as Agent gives notice to Borrower that syndication of the Loan has been completed, no LIBOR Rate Interest Period shall exceed one month), commencing on a LIBOR Business Day, as selected by Borrower provided, however, that (i) any LIBOR Rate Interest Period which would otherwise end on a day which is not a LIBOR Business Day shall continue to and end on the next succeeding LIBOR Business Day, unless the result would be that such LIBOR Rate Interest Period would be extended to the next succeeding calendar month, in which case such LIBOR Rate Interest Period shall end on the next preceding LIBOR Business Day, (ii) any LIBOR Rate Interest

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Period which begins on a day for which there is no numerically corresponding date in the calendar month in which such LIBOR Rate Interest Period would otherwise end shall instead end on the last LIBOR Business Day of such calendar month, and (iii) Borrower may not select a LIBOR Rate Interest Period which would end after the Maturity Date.

      LIBOR Rate Margin : The rate per annum indicated in the definition of Applicable Margin as the LIBOR Rate Margin.

      LIBOR Rate Option : As defined in Section 5.1(b) .

      Loan : As defined in Recital B .

      Loan Amount : The maximum amount of the Loan as set forth in Section 4.1(a) as reduced by principal payments made from time to time.

      Loan Documents : The collective reference to this Agreement, the documents and instruments listed in Section 4.2 , and all the other documents and instruments entered into from time to time, evidencing or securing the Loan or any obligation of payment thereof or performance of Borrower’s or Guarantors’ obligations in connection with the transaction contemplated hereunder, each as amended.

      Loan Opening Date : The date of the first disbursement of proceeds of the Loan, other than proceeds advanced as of the date of this Agreement for the acquisition of the Project and closing costs.

      Major Subcontractor : Any subcontractor under a Major Subcontract.

      Major Subcontracts : All subcontracts between the General Contractor and any subcontractors and material suppliers which provide for an aggregate contract price equal to or greater than $100,000.00.

      Material Adverse Change or material adverse change : A Material Adverse Change or material adverse change as to Borrower or the Project shall occur if there is a material adverse effect on (a) the business activities, properties, assets, financial condition or results of operations of Borrower, individually or in the aggregate with other events in excess of $1,000,000.00 of value; (b) the ability of Borrower to perform any of its obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the rights or remedies of Agent or the Lenders thereunder. A Material Adverse Change or material adverse change as to Guarantors shall occur if there is a material adverse effect on (a) the business activities, properties, assets, financial condition or results of operations of any Guarantor and its Subsidiaries considered as a whole, individually or in the aggregate with other events in excess of $10,000,000.00 of value; (b) the ability of any Guarantor to perform any of its obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the rights or remedies of Agent or the Lenders thereunder.

      Maturity Date : The Initial Maturity Date, provided, if Borrower timely satisfies the conditions to extend the term of the Loan pursuant to Section 4.3(b) , then the Maturity Date shall be extended to the Extended Maturity Date, or such earlier date on which the Loan shall become due and payable pursuant to the terms hereof.

      Mold : Surficial or airborne microbial constituents, regardless of genus, species, or whether commonly referred to as mildew, mold, mold spores, fungi, bacteria or similar description.

      Mold Condition : The growth or existence of Mold, in such condition, location or quantity as would, individually or in the aggregate, in the judgment of a qualified environmental engineer, have any material adverse effect on (i) human health or the environment; (ii) the value or condition of the Project; or (iii) the business or financial condition as a whole of the Borrower or the Project.

      Moody’s : Moody’s Investors Service, Inc. and its successors.

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      Net Operating Income : For any calendar quarter, the sum of (a) gross income from operations of the Project derived from arm’s length leases with unaffiliated third parties, service fees or charges, (excluding capital gains income derived from the sale of assets and other items of income which the Agent reasonably determines are unlikely to occur in any subsequent period), less (b) operating expenses, including cleaning, utilities, administrative, landscaping, repairs, management fees (equal to the greater of 2% per annum of the aggregate gross revenues from the Project and the actual management fees paid), a capital improvement reserve equal to $0.10 per square foot of Net Rentable Area of the Project (based upon the Net Rentable Area to be in the Project following completion of Construction), and fixed expenses (such as insurance, real estate and other taxes), assuming for each of the foregoing categories of expenses, for any period during which ninety-five percent (95%) of the Net Rentable Area of the Project is not leased and occupied, a ninety-five percent (95%) occupancy level. All operating expenses shall be related to the Project, shall be for services from arm’s length third party transactions or equivalent to the same, and shall exclude all expenses for capital improvements and replacements, debt service and depreciation or amortization of capital expenditures and other similar non-cash items. Income and expenses shall be calculated on an annualized and "normalized" basis (rents shall be straight lined and expenses not payable on a monthly basis (such as taxes and insurance) shall be allocated across an annual period). In the event that actual occupancy shall exceed ninety-five percent (95%), the gross revenues shall be reduced to that level which would be received if occupancy did not exceed ninety-five percent (95%). The vacancy factor to be applied to reduce the calculation of income from the Project shall not be applicable to space leased to Tenants under Qualified Leases (i) which Leases have a term of not less than 10 years and (ii) which Tenants have a Rating of BBB-/Baaa3 or better (for clarification the Net Rentable Area leased to such Tenants shall be subtracted from the total Net Rentable Area of the Project, and the income vacancy factor shall be applied to the balance of the Project).

      Net Rentable Area . With respect to the Project, the floor area of the improvements available for leasing to tenants, the manner of such determination to be reasonably acceptable to Agent.

      Notes : Promissory notes, aggregating the Loan Amount, executed by Borrower and payable to the order of each Lender, in the amount of its respective Commitment, evidencing the Loan.

      Notice : As defined in Article 22 .

      Obligations . All indebtedness, obligations and liabilities of the Borrower to any of the Lenders or the Agent existing on the date of this Agreement or arising thereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise, in each case arising or incurred under this Agreement or any of the other Loan Documents or in respect of any disbursements of the Loan or the Notes or other instruments at any time evidencing any thereof.

      OFAC : Office of Foreign Asset Control of the Department of the Treasury of the United States of America

      OFAC Review Process : That certain review process established by Agent to determine if any potential transferee of any interests or any assignee of any portion of the Loan or any of their members, officers or partners are a party with whom Agent and any Lender are restricted from doing business under (i) the regulations of OFAC, including those Persons named on OFAC’s Specially Designated and Blocked Persons list, or (ii) any other statute, executive order or other governmental action or list (including the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism.

      Off-Balance Sheet Obligations : Liabilities and obligations of the Borrower in respect of "off-balance sheet arrangements" (as defined in the SEC Off-Balance Sheet Rules) which Parent Guarantor would be required to disclose in the "Management’s Discussion and Analysis of Financial Condition and Results of Operations" section of Parent Guarantor’s report on Form 10-Q or Form 10-K (or their equivalents) which Parent Guarantor is required to file with the Securities and Exchange Commission (or any Governmental Authority substituted therefore). As used in this definition, the term "SEC Off-Balance Sheet Rules" means the Disclosure in Management’s Discussion and Analysis About Off-Balance Sheet Arrangements, Securities Act Release No. 33-8182, 68 Fed. Reg. 5982 (Feb. 5, 2003) (codified at 17 CFR pts. 228, 229 and 249).

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      OP Credit Agreement : The Senior Secured Revolving Credit Agreement dated as of May 1, 2006, by and among OP Guarantor, Parent Guarantor, KeyBank, individually and as Agent, and the other banks from time to time a party thereto, as the same may be modified, amended or restated.

      OP Guarantor : Republic Property Limited Partnership, a Delaware limited partnership.

      Opening of the Loan or Loan Opening : The first disbursement of Loan proceeds, other than proceeds advanced as of the date of this Agreement for the acquisition of the Project and closing costs.

      Parent Guarantor . Republic Property Trust, a Maryland real estate investment trust.

      Patriot Act Customer Identification Process : That certain customer identification and review process established by the Agent pursuant to the requirements of 31 U.S.C. §5318(1) and 31 C.F.R. §103.121 to verify the identity of all permitted transferees of interests in the Borrower and any assignees of a portion of the Loan hereunder.

      Percentage : With respect to each Lender, the percentage that its Commitment constitutes of the maximum amount of the Loan.

      Permitted Exceptions : Those matters listed on Exhibit B to which title to the Project may be subject at the date of this Agreement and thereafter such other title exceptions as Agent may reasonably approve in writing.

      Person : Any individual, corporation, limited liability company, partnership, trust, unincorporated association, business, or other legal entity, and any government or any governmental agency or political subdivision thereof.

      Plans and Specifications : Detailed plans and specifications for the Improvements, as approved by Agent pursuant to Section 9.1(f) , as modified hereafter with Agent’s prior written approval or as otherwise expressly permitted by this Agreement.

      Pricing Level . Such term shall have the meaning set forth in the definition of Applicable Margin.

      Prime Rate : That interest rate established from time to time by KeyBank National Association as its prime rate, whether or not such rate is publicly announced; the Prime Rate may not be the lowest interest rate charged by KeyBank National Association for commercial or other extensions of credit.

      Prime Rate Margin . The rate per annum indicated in the definition of Applicable Margin as the Prime Rate Margin.

      Pro-Forma Debt Service Coverage . The ratio of (a) stabilized net operating income (based on the calculation of the stabilized first year income less expenses of the Project projected in the Appraisal for the Project approved by Agent) to (b) the Total Annual Debt Service.

      Pro-Forma Projection : A pro forma statement of projected income and expenses of the Project.

      Project : The collective reference to (i) the fee simple interest in the Land, together with all buildings, structures and improvements located or to be located thereon, including the Improvements, (ii) all rights, privileges, easements and hereditaments relating or appertaining thereto, and (iii) all personal property, fixtures and equipment required or beneficial for the operation thereof.

      Qualified Leases . A Qualified Lease shall be a Lease with respect to the occupancy of the Project which satisfies each of the following requirements: (i) such Lease is an arm’s-length transaction with a Person not related to or an Affiliate of Borrower or any owner of Borrower or any Person owning a direct or a 5% or greater indirect interest in Borrower; (ii) the annual rent payable under such Lease is not less than ninety five percent (95%) of the pro forma rental rates in the Appraisal for the Project approved by Agent; (iii) such Lease shall have a minimum

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term of no less than seven (7) years; (iv) the tenant improvement allowance shall be a commercially reasonable amount; (v) such Lease shall be on the form approved by Agent or otherwise approved by Agent or the Required Lenders as required by this Agreement; (vi) such Lease shall be in full force and effect and no default by Borrower, a Tenant or any guarantor shall exist under such Lease which has not been cured within any applicable notice and cure period; and (vii) such Tenant and any guarantor of such Lease shall not be subject to any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation proceeding.

      Rating : The senior unsecured non-credit-enhanced debt rating of a Tenant as determined by S&P and/or Moody’s from time to time.

      Record : The grid attached to any Note, or the continuation of such grid, or any other similar record, including computer records, maintained by Agent with respect to any Loan referred to in such Note.

      REIT Status : With respect to Parent Guarantor, its status as a real estate investment trust as defined in §856(a) of the Code.

      Rent Roll . A report prepared by the Borrower showing for the Project its occupancy, lease expiration dates, lease rent, security deposits, and other information as Agent may reasonably require.

      Required Lenders : Lenders holding Percentages aggregating at least sixty-six and two-thirds percent (66.66%).

      Required Permits : Collectively, all applicable building permits, certificates of occupancy, environmental permits, utility permits, land use permits, wetland permits and any other permits, approvals or licenses issued by any Governmental Authority which are required in connection the Construction or operation of the Project.

      Reserve Percentage : For any LIBOR Rate Interest Period, that percentage which is specified three (3) Business Days before the first day of such LIBOR Rate Interest Period by the Board of Governors of the Federal Reserve System (or any successor) or any other governmental or quasi-governmental authority with jurisdiction over Lenders for determining the maximum reserve requirement (including, but not limited to, any marginal reserve requirement) for Lenders with respect to liabilities constituting of or including (among other liabilities) Eurocurrency liabilities in an amount equal to that portion of the Loan affected by such LIBOR Rate Interest Period and with a maturity equal to such LIBOR Rate Interest Period.

      Security Documents . The Deed of Trust, the Assignment of Rents, the Environmental Indemnity, the Guaranty, and any other agreement, document or instrument now or hereafter securing the Obligations.

      S&P : Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc. and its successors.

      State : The District of Columbia.

      Subcontracts : Subcontracts for labor or materials to be furnished to the Project.

      Subsidiary . As defined in the OP Credit Agreement.

      Taking : Any condemnation for public use of, or damage by reason of, the action of any Governmental Authority, or any transfer by private sale in lieu thereof, either temporarily or permanently.

      Tax Protest : As defined in Section 3.1(cc) .

      Tenant : The tenant under a Lease.

      Tenant Estoppel Certificate . A tenant estoppel certificate which shall be fully completed by the Tenant and which shall be in form and substance satisfactory to Agent.

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      Tenant Work . Work that Borrower is obligated to perform pursuant to Leases for individual Tenants in their respective leased premises in the Improvements.

      Title Insurer : Commonwealth Land Title Insurance Company, or such other title insurance company licensed in the State as may be approved in writing by Agent.

      Title Policy : An ALTA Mortgagee’s Loan Title Insurance Policy with extended coverage issued by the Title Insurer insuring the lien of the Deed of Trust as a valid first, prior and paramount lien upon the Project and all appurtenant easements, and subject to no other exceptions other than the Permitted Exceptions.

      Total Annual Debt Service : The aggregate of debt service payments for a 12 month period on the stated principal amount of the Loan, assuming (i) a per annum interest rate (herein, "Assumed Rate") equal to the greater of (x) six percent (6.00%), and (y) one and one-quarter percent (1.25%) above the yield on ten year United States Treasury notes as of the close of business on the day preceding the date of calculation, as announced on Bloomberg.com or another reliable source selected by the Agent, and (ii) monthly payments of principal and interest based on an amortization period of thirty (30) years.

      Transfer : Any sale, transfer, lease (other than a Lease approved by Agent or which is permitted by the terms of this Agreement), conveyance, alienation, pledge, assignment, mortgage, encumbrance hypothecation or other disposition of (a) all or any portion of the Project or any portion of any other security for the Loan, (b) all or any portion of the Borrower’s right, title and interest (legal or equitable) in and to the Project or any portion of any other security for the Loan, or (c) any interest in Borrower or any interest in any entity which directly or indirectly holds an interest in, or directly or indirectly controls, Borrower.

      Unavoidable Delay : Any delay in the construction of the Project, caused by natural disaster, fire, earthquake, floods, explosion, extraordinary adverse weather conditions, inability to procure or a general shortage of labor, equipment, facilities, energy, materials or supplies in the open market, failure of transportation, strikes or lockouts (but not as a result of disputes with or actions by a Tenant) for which Borrower has notified Agent in writing.

      Voting Interests : Shares of capital stock issued by a corporation, or equivalent Equity Interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.

2.2 Other Definitional Provisions .

     All terms defined in this Agreement shall have the same meanings when used in the Notes, Deed of Trust, any other Loan Documents, or any certificate or other document made or delivered pursuant hereto. The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement.

ARTICLE 3

BORROWER’S REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties .

     To induce Agent and Lenders to execute this Agreement and perform its obligations hereunder, Borrower hereby represents and warrants to Agent and Lenders as follows:

     (a) Borrower has good and marketable fee simple title to the Project, subject only to the Permitted Exceptions.

     (b) Except as previously disclosed to Agent in writing, no litigation or proceedings are pending, or to the best of Borrower’s knowledge threatened, against Borrower or any Guarantor, which could, if adversely

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determined, cause a Material Adverse Change with respect to Borrower, any Guarantor or the Project. There are no Environmental Proceedings and Borrower has no knowledge of any threatened Environmental Proceedings or any facts or circumstances which may give rise to any future Environmental Proceedings.

     (c) Borrower is a duly organized and validly existing Delaware limited liability company and has full power and authority to execute, deliver and perform all Loan Documents to which Borrower is a party, and such execution, delivery and performance have been duly authorized by all requisite action on the part of Borrower.

     (d) No consent, approval or authorization of or declaration, registration or filing with any Governmental Authority or nongovernmental person or entity, including any creditor, partner, or member of Borrower or any Guarantor, is required in connection with the execution, delivery and performance of this Agreement or any of the Loan Documents other than the recordation of the Deed of Trust, Assignment of Leases and Rents and the filing of UCC 1 Financing Statements and as to the performance of Borrower’s Construction obligations hereunder, the issuance of the building permit for the Construction, except for such consents, approvals or authorizations of or declarations or filings with any Governmental Authority or non governmental person or entity where the failure to so obtain would not have an adverse effect on Borrower or such Guarantor or which have been obtained as of any date on which this representation is made or remade.

     (e) The execution, delivery and performance of this Agreement, the execution and payment of the Notes and the granting of the Deed of Trust and other security interests under the other Loan Documents have not constituted and will not constitute, upon the giving of notice or lapse of time or both, a breach or default under any other agreement to which Borrower or Guarantor is a party or may be bound or affected, or a violation of any law or court order which may affect the Project, any part thereof, any interest therein, or the use thereof; provided that Borrower may not commence Construction until the issuance of a building permit.

     (f) There is no default under this Agreement, or any of the other Loan Documents, nor any condition which, after notice or the passage of time or both, would constitute a default or an Event of Default under said documents.

     (g) (i) No Taking of any portion of the Project, (ii) no Taking or relocation of any roadways abutting the Project, (iii) no proceeding to deny access to the Project from any point or planned point of access to the Project, has commenced or, to the best of Borrower’s knowledge, is contemplated by any Governmental Authority, and (iv) neither the Project nor any part thereof is now materially damaged or injured as result of any fire, explosion, accident, flood or other casualty (it being acknowledged that in connection with the Construction there shall be demolition work to the existing shell).

     (h) The amounts set forth in the Budget present a full and complete itemization by category of all costs, expenses and fees which Borrower reasonably expects to pay or reasonably anticipates becoming obligated to pay to complete the Construction and operate the Project (until the Project achieves breakeven operations). Borrower is unaware of any other such costs, expenses or fees which are material and are not covered by the Budget.

     (i) Neither the construction of the Improvements nor the use of the Project when completed and the contemplated accessory uses will violate (i) any Laws (including subdivision, zoning, building, environmental protection and wetland protection Laws), or (ii) any building permits, restrictions of record, or agreements affecting the Project or any part thereof. Neither the zoning authorizations, approvals or variances nor any other right to construct or to use the Project is to any extent dependent upon or related to any real estate other than the Land. All Governmental Approvals required for the Construction in accordance with the Plans and Specifications have been obtained or will be obtained prior to the Loan Opening, except for those approved by Agent, and all Laws relating to the Construction and operation of the Improvements have been complied with and all permits and licenses required for the operation of the Project which cannot be obtained until the Construction is completed can be obtained if the Improvements are completed in accordance with the Plans and Specifications.

     (j) The Project will have adequate water, gas and electrical supply, storm and sanitary sewerage facilities, other required public utilities, fire and police protection, and means of access between the Project and public highways; none of the foregoing will be foreseeably delayed or impeded by virtue of any requirements under

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any applicable Laws. No such utility services are subject to any moratorium, or, to the best of Borrower’s knowledge, would be subject to any threatened moratorium, imposed by any authority having jurisdiction.

     (k) No brokerage fees or commissions are payable by or to any person in connection with this Agreement or the Loan to be disbursed hereunder.

     (l) (i) The Borrower has furnished to Agent: (a) the consolidated balance sheet of Parent Guarantor and its Subsidiaries as of September 30, 2006 and the related consolidated statement of income and cash flow for the calendar year then ended certified by the chief financial or accounting officer of Parent Guarantor, (b) as of the date of this Agreement, an unaudited statement of Net Operating Income for the Project for the period ending December 31, 2007 reasonably satisfactory in form to the Agent and certified by the chief financial or accounting officer of Parent Guarantor as fairly presenting the Net Operating Income for such property for such period, and (c) certain other financial information relating to the Borrower, the Guarantors and the Project. Such balance sheet and statements have been prepared in accordance with generally accepted accounting principles and fairly present the consolidated financial condition of Parent Guarantor and its Subsidiaries as of such dates and the consolidated results of the operations of Parent Guarantor and its Subsidiaries for such periods. There are no liabilities, contingent or otherwise, of the OP Guarantor, Parent Guarantor or any of their respective Subsidiaries or Borrower involving material amounts not disclosed in said financial statements and the related notes thereto.

          (ii) Since September 30, 2006 or the date of the most recent financial statements delivered pursuant to the Loan Documents, as applicable, there has occurred no materially adverse change in the financial condition, prospects or business of any Guarantor and their respective Subsidiaries taken as a whole or of Borrower as shown on or reflected in the consolidated balance sheet of the Parent Guarantor as of September 30, 2006 or the balance sheet of Borrower as of the date of this Agreement, or its consolidated (as applicable) statement of income or cash flows for the calendar year then ended, other than changes in the ordinary course of business that have not and could not reasonably be expected to have a Material Adverse Change.

     (m) Except as disclosed by Borrower to Agent in writing, (i) the Project is in a clean, safe and healthful condition, and, except for materials used in the ordinary course of construction, maintenance and operation of the Project, is free of all Hazardous Material other than de minimis quantities used in the ordinary course of business of the Project and is in compliance with all applicable Laws; (ii) neither Borrower nor, to the best knowledge of Borrower, any other person or entity, has ever caused or permitted any Hazardous Material to be placed, held, located or disposed of on, under, at or in a manner to affect the Project, or any part thereof, and the Project has never been used (whether by Borrower or, to the best knowledge of Borrower, by any other person or entity) for any activities involving, directly or indirectly, the use, generation, treatment, storage, transportation, or disposal of any Hazardous Material; (iii) neither the Project nor Borrower is subject to any existing, pending, or, to the best of Borrower’s knowledge, threatened investigation or inquiry by any Governmental Authority, and the Project is not subject to any remedial obligations under any applicable Laws pertaining to health or the environment; and (iv) there are no underground tanks, vessels, or similar facilities for the storage, containment or accumulation of Hazardous Material of any sort on, under or affecting the Project.

     (n) The Project is taxed separately without regard to any other property and for all purposes the Project may be mortgaged, conveyed and otherwise dealt with as an independent parcel.

     (o) Except for Leases which have been provided to and approved by Agent in writing or which are not required to be approved by Agent or the Required Lenders hereunder, Borrower and its agents have not entered into any Leases, subleases or other arrangements for occupancy of space within the Project. True, correct and complete copies of all Leases, as amended, have been delivered to Agent. All Leases are in full force and effect. Neither Borrower nor any Tenant is in default under any Lease and Borrower has disclosed to Agent in writing any material default by the Tenant under any Lease.

     (p) When the Construction is completed in accordance with the Plans and Specifications, no building or other improvement will encroach upon any property line, building line, setback line, side yard line or any recorded or visible easement (or other easement of which Borrower is aware or has reason to believe may exist) with respect to the Project.

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     (q) The Loan is not being made for the purpose of purchasing or carrying "margin stock" within the meaning of Regulation T, U or X issued by the Board of Governors of the Federal Reserve System, and Borrower agrees to execute all instruments necessary to comply with all the requirements of Regulation U of the Federal Reserve System.

     (r) Borrower is not a party in interest to any plan defined or regulated under ERISA, and the assets of Borrower are not "plan assets" of any employee benefit plan covered by ERISA or Section 4975 of the Internal Revenue Code.

     (s) Borrower is not a "foreign person" within the meaning of Section 1445 or 7701 of the Internal Revenue Code.

     (t) Borrower uses no trade name other than its actual name set forth herein. The principal place of business of Borrower is as stated in Article 22 (although the Borrower may also maintain an office at the Project).

     (u) Borrower’s place of formation or organization is the State of Delaware. As of the date of this Agreement, the OP Guarantor is the sole member of the Borrower.

     (v) All statements set forth in the Recitals are true and correct.

     (w) Neither Borrower nor any Guarantor is (or will be) a person with whom Lenders are restricted from doing business under OFAC (including, those Persons named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive order (including, the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and shall not engage in any dealings or transactions or otherwise be associated with such persons. In addition, Borrower hereby agrees to provide the Lenders with any additional information that the Lenders deem necessary from time to time in order to ensure compliance with all applicable Laws concerning money laundering and similar activities.

     (x) The execution and delivery of this Agreement and the other Loan Documents to which the Borrower or the Guarantors are to become a party will result in valid and legally binding obligations of such Person enforceable against it in accordance with the respective terms and provisions hereof and thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and except to the extent that availability of the remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding therefor may be brought.

     (y) The Project is not owned or operated under or by reference to any registered or protected trademark, tradename, servicemark or logo.

     (z) None of the Borrower or Guarantors is an "investment company", or an "affiliated company" or a "principal underwriter" of an "investment company", as such terms are defined in the Investment Company Act of 1940.

     (aa) The Plans and Specifications and construction of the Project pursuant thereto and the use and occupancy of the Project contemplated thereby do not violate any existing Leases.

     (bb) Each of the contracts for construction of the Project is in full force and effect and the Borrower and the other parties thereto are in compliance with their respective obligations therein.

     (cc) There are no unpaid or outstanding real estate or other taxes or assessments on or against the Project or any part thereof which are payable by the owner thereof. Except for the protest or reduction proceeding filed by Borrower’s predecessor-in-interest with respect to real estate taxes assessed against the Project for the fiscal year October 1, 2006 to September 30, 2007 (the "Tax Protest"), no abatement proceedings are pending with reference to any real estate taxes assessed against the Project. To the best of Borrower’s knowledge, there are no

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betterment assessments or other special assessments presently pending with respect to any part of the Project, and the Borrower has received no written notice of any such special assessment being contemplated.

     (dd) The Borrower has received no notice of, and otherwise has no knowledge of, any violation of any applicable agreement affecting the Borrower or the Project.

     (ee) The Borrower has furnished the Agent with true and complete sets of the Plans and Specifications to date. The Plans and Specifications so furnished to the Agent comply (and the Improvements when constructed in substantial accordance with the Plans and Specifications will likewise comply) with all Laws, all Government Approvals, and all restrictions, covenants, easements and other agreements affecting the Project, and have been approved by the Tenants to the extent required under the Leases and on or before the Opening of the Loan by each Governmental Authority only to the extent required for construction of the Improvements.

     (ff) The Budget accurately reflects all Budget Line Items as of the date thereof or as of the date of any amendments thereto, as applicable.

     (gg) The Borrower has not received any written notice from any insurer or its agent requiring performance of any work with respect to the Land or the Improvements or canceling or threatening to cancel any policy of insurance, and the Project complies with the requirements of the Borrower’s and General Contractor’s insurance carriers, as applicable.

     (hh) As of the date of this Agreement and after giving effect to the transactions contemplated by this Agreement and the other Loan Documents, including all Loans made or to be made hereunder, neither the Borrower nor any Guarantor is insolvent on a balance sheet basis such that the sum of such Person’s assets exceeds the sum of such Person’s liabilities, the Borrower and each Guarantor is able to pay its debts as they become due, and the Borrower and each Guarantor has sufficient capital to carry on its business.

     (ii) All of the representations and warranties made by or on behalf of the Borrower or the Guarantors in this Agreement and the other Loan Documents or any document or instrument delivered to the Agent or the Lenders pursuant to or in connection with any of such Loan Documents are true and correct in all material respects, and none of the Borrower or the Guarantors has failed to disclose such information as is necessary to make such representations and warranties not misleading.

3.2 Survival of Representations and Warranties .

     Borrower agrees that all of the representations and warranties set forth in Section 3.1 and elsewhere in this Agreement are true as of the date hereof, and, except for matters which have been disclosed by Borrower and approved by Required Lenders in writing, will be true at the Loan Opening and at all times thereafter. Each request for a disbursement under the Loan Documents shall constitute a reaffirmation of such representations and warranties, as deemed modified in accordance with the disclosures made and approved as aforesaid, as of the date of such request. It shall be a condition precedent to the initial advance upon the execution of this Agreement, the Loan Opening and each subsequent disbursement that each of said representations and warranties is true and correct as of the date of such requested disbursement as deemed modified in accordance with the disclosures made and approved as aforesaid. Each disbursement of Loan proceeds shall be deemed to be a reaffirmation by Borrower that each of the representations and warranties is true and correct as of the date of such disbursement as deemed modified in accordance with the disclosures made and approved as aforesaid. In addition, at Agent’s request, Borrower shall reaffirm such representations and warranties as deemed modified in accordance with the disclosures made and approved as aforesaid in writing prior to each disbursement hereunder.

ARTICLE 4

LOAN AND LOAN DOCUMENTS

4.1 Agreement to Borrow and Lend; Lenders’ Obligation to Disburse .

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     Subject to the terms, provisions and conditions of this Agreement and the other Loan Documents, Borrower agrees to borrow from Lenders and Lenders agree to lend to Borrower the Loan, for the purposes and subject to all of the terms, provisions and conditions contained in this Agreement. If Lender consists of more than one party, the obligations of each such party with respect to the amount it has agreed to loan to Borrower shall be several (and not joint and several) and shall be limited to its Percentage of the Loan and of each advance.

     (a) The principal amount of the Loan shall not exceed the lesser of (a) Seventy-Four Million and No/100 Dollars ($74,000,000.00), (b) 70% of the Appraised Value of the Project as set out in the Appraisal, (c) 75% of the total cost of the Project as set out in the Budget approved by Agent hereunder, or (d) the maximum principal amount as will result in a Pro Forma Debt Service Coverage of at least 1.20 to 1. If after the date of this Agreement, the Lenders determine that the Appraised Value of the Project is such that the Loan Amount exceeds seventy percent (70%) of the Appraised Value of the Project, then the Loan Amount shall be reduced to not greater than 70% of the Appraised Value of the Project (or such lesser amount as provided in this Agreement), and Borrower shall be required to provide evidence reasonably satisfactory to Agent that Borrower has invested cash equity in the Project so that the Loan is deemed In Balance.

     (b) Lenders agree, upon Borrower’s compliance with and satisfaction of all conditions precedent to the Loan Opening and provided the Loan is In Balance, no Material Adverse Change has occurred with respect to Borrower, any Guarantor, or the Project and no default or Event of Default has occurred and is continuing hereunder, to open the Loan to reimburse Borrower for or to pay for a portion of the costs incurred by Borrower in connection with the acquisition and development of the Project and the construction of the Improvements, to the extent provided for in the Budget. Notwithstanding anything in this Agreement to the contrary, the initial advance as of the date of this Agreement shall be limited to the purchase price of the Land, and no other disbursements other than disbursements from the interest reserve shall be made until the conditions to the Opening of the Loan have been satisfied.

     (c) After the Opening of the Loan, Borrower shall be entitled to receive further successive disbursements of the proceeds of the Loan in accordance with Articles 9 , 12 and 13 within ten (10) Business Days after compliance with all conditions precedent thereto, provided that (i) the Loan remains In Balance; (ii) Borrower has complied with all conditions precedent to disbursement from time to time including the requirements of Section 3.2 and Articles 8 , 9 , 12 and 13 ; (iii) no Material Adverse Change has occurred with respect to Borrower, any Guarantor, or the Project and (iv) no Event of Default and no default exists hereunder or under any other Loan Document.

     (d) To the extent that Agent or any Lender may have acquiesced in noncompliance with any requirements precedent to the initial advance, the Opening of the Loan or precedent to any subsequent disbursement of Loan proceeds, such acquiescence shall not constitute a waiver by Agent or Lenders, and Agent and Lenders may at any time after such acquiescence require Borrower to comply with all such requirements.

     (e) Notwithstanding anything in this Agreement to the contrary, as of the date of this Agreement the Lenders shall disburse to Borrower the amount of $61,750,000.00 for the payment of the purchase price of the Land. On or before the date that is one (1) Business Day after the date of this Agreement, Borrower shall pay to Agent for the account of the Lenders as a principal prepayment of the Loan the sum of $30,457,729.50. Following such prepayment, such amount shall be available to be reborrowed under this Agreement for the purposes set forth in this Agreement.

4.2 Loan Documents .

     Borrower agrees that it will, on or before the date of this Agreement, execute and deliver or cause to be executed and delivered to Lenders the following documents in form and substance acceptable to Agent:

     (a) The Loan shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit C attached hereto and made a part hereof, dated of even date with this Agreement and completed with appropriate insertions.

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     (b) The Deed of Trust.

     (c) The Assignment of Rents.

     (d) The Guaranty.

     (e) The Environmental Indemnity.

     (f) A collateral assignment of construction documents, including, without limitation, the General Contract, all architecture and engineering contracts, Plans and Specifications, permits, licenses, approvals and development rights, together with consents to the assignment and continuation agreements from the General Contractor, the architect and other parties reasonably specified by Agent.

     (g) Such UCC financing statements as Agent determines are advisable or necessary to perfect or notify third parties of the security interests intended to be created by the Loan Documents.

     (h) Such other documents, instruments or certificates as Agent and its counsel may reasonably require, including such documents as Agent in its sole discretion deems necessary or appropriate to effectuate the terms and conditions of this Agreement and the Loan Documents, and to comply with the laws of the State.

4.3 Term of the Loan .

     (a) All principal, interest and other sums due under the Loan Documents shall be due and payable in full on the Maturity Date. All references herein to the Maturity Date shall mean the Initial Maturity Date, provided that Borrower shall have the right to extend the Maturity Date for one (1) additional twelve (12) month term (the "Extension Option"), thereby extending the Maturity Date to the twelve (12) month anniversary of the Initial Maturity Date (the "Extended Maturity Date").

     (b) Borrower may only exercise the Extension Option upon satisfying the following conditions:

          (i) Borrower shall have delivered to Agent written notice of such election no earlier than ninety (90) days and no later than thirty (30) prior to the Initial Maturity Date;

          (ii) There must be no material adverse change in Borrower’s or any Guarantor’s financial condition;

          (iii) Construction of the Improvements has been completed in accordance with all requirements of this Loan Agreement including, without limitation, the Completion Conditions, and a final certificate of occupancy has been issued (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);

          (iv) Such notice is accompanied by an extension fee in the amount of 15 basis points (0.15%) of the Loan Amount;

          (v) No Event of Default and no Default shall exist;

          (vi) The Debt Service Coverage is not less than 1.25: 1.00 (and Borrower shall have delivered to the Agent a Certificate of Compliance so certifying); and

          (vii) The representations and warranties made by the Borrower and the Guarantors in the Loan Documents or otherwise made by on behalf of the Borrower and the Guarantors in connection therewith or after the date thereof as deemed modified in accordance with the disclosures made and approved as set forth in Section 3.2 above shall have been true and correct in all material respects when made and shall also be true and correct in all material respects on the date Borrower gives notice of its desire to exercise the Extension Option and on the Initial Maturity Date.

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Any unfunded portion of the Loan which is to be used to fund Tenant Work, tenant allowances or leasing commissions after the initial Maturity Date shall be included in the Loan Amount for the purposes of Section 4.3(b)(iv) and (vi) .

4.4 Prepayments .

     Borrower shall have the right to make prepayments of the Loan, in whole or in part, without prepayment penalty, at any time, upon not less than three (3) days’ prior written notice to Agent. No prepayment of all or part of the Loan shall be permitted unless same is made together with the payment of all Breakage Costs.

4.5 Required Principal Payments .

     All principal shall be paid on the Maturity Date.

4.6 Late Charge .

     Any and all amounts due hereunder or under the other Loan Documents which remain unpaid more than five (5) days after the date said amount was due and payable shall incur a fee (the "Late Charge") of four percent (4%) per annum of said amount, which payment shall be in addition to all of Agent’s and Lenders’ other rights and remedies under the Loan Documents, provided that no Late Charge shall apply to the final payment of principal on the Maturity Date.

4.7 Funds for Payment .

     All payments of principal, interest, facility fees, closing fees and any other amounts due hereunder or under any of the other Loan Documents shall be made to the Agent, for the respective accounts of the Lenders and the Agent, as the case may be, at the Agent’s Head Office, not later than 2:00 p.m. (Cleveland time) on the day when due, in each case in lawful money of the United States in immediately available funds. The Agent is hereby authorized to charge the accounts of the Borrower with KeyBank, on the dates when the amount thereof shall become due and payable, with the amounts of the principal of and interest on the Loan and all fees, charges, expenses and other amounts owing to the Agent and/or the Lenders under the Loan Documents. Subject to the foregoing, all payments made to Agent on behalf of the Lenders, and actually received by Agent, shall be deemed received by the Lenders on the date actually received by Agent.

4.8 Notes .

     One Note shall be payable to the order of each Lender in the principal amount equal to such Lender’s respective Commitment or, if less, the outstanding amount of all disbursements of the Loan made by such Lender, plus interest accrued thereon, as set forth below. The Borrower irrevocably authorizes Agent to make or cause to be made, at or about the time of disbursements of the Loan or at the time of receipt of any payment of principal thereof, an appropriate notation on Agent’s Record reflecting the making of such disbursement or (as the case may be) the receipt of such payment. The outstanding amount of the Loan set forth on Agent’s Record shall be prima facie evidence of the principal amount thereof owing and unpaid to such Lender, but the failure to record, or any error in so recording, any such amount on Agent’s Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Note to make payments of principal of or interest on any Note when due.

4.9 No Setoff .

     All payments by the Borrower to Agent for the account of the Lenders or Agent hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower is compelled by law to make such deduction or withholding.

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ARTICLE 5

INTEREST

5.1 Interest Rate .

     (a) The Loan will bear interest at the Applicable Rate, unless the Default Rate is applicable. The Adjusted Base Rate shall be the "Applicable Rate", except that the Adjusted LIBOR Rate shall be the "Applicable Rate" with respect to portions of the Loan as to which a LIBOR Rate Option is then in effect. For each disbursement of proceeds of the Loan, Borrower shall deliver to Agent irrevocable notice (which may be (A) verbal notice provided that Borrower delivers to Agent facsimile confirmation within twenty four (24) hours of such verbal notice or (B) electronic mail notice within twenty four (24) hours of such verbal notice) of the requested amount of such disbursement (x) if such disbursement is to bear interest at the Adjusted Base Rate, not later than 11:00 a.m. Cleveland time on the second Business Day prior to the desired date of disbursement and (y) if such disbursement is to bear interest at an Adjusted LIBOR Rate, not later than 11:00 a.m. Cleveland time on the third Business Day prior to the desired date of disbursement. Borrower shall pay interest in arrears on the first day of every calendar month in the amount of all interest accrued and unpaid.

     (b) Provided that no Event of Default exists, Borrower shall have the option (the "LIBOR Rate Option") to elect from time to time in the manner and subject to the conditions hereinafter set forth an Adjusted LIBOR Rate as the Applicable Rate for all or any portion of the Loan which would otherwise bear interest at the Adjusted Base Rate.

     (c) The only manner in which Borrower may exercise the LIBOR Rate Option is by giving Agent irrevocable notice (which may be verbal notice provided that Borrower delivers to Agent facsimile confirmation in the form of Exhibit E attached hereto within twenty-four (24) hours) of such exercise not later than 11:00 a.m. Cleveland time on the second LIBOR Business Day prior to the proposed commencement of the relevant LIBOR Rate Interest Period, which written notice shall specify: (i) the portion of the Loan with respect to which Borrower is electing the LIBOR Rate Option, (ii) the LIBOR Business Day upon which the applicable LIBOR Rate Interest Period is to commence and (iii) the duration of the applicable LIBOR Rate Interest Period. The Applicable Rate for any portion of the Loan with respect to which Borrower has elected the LIBOR Rate Option shall revert to the Adjusted Base Rate as of the last day of the LIBOR Rate Interest Period applicable thereto (unless Borrower again exercises the LIBOR Rate Option for such portion of the Loan). Agent shall be under no duty to notify Borrower that the Applicable Rate on any portion of the Loan is about to revert from an Adjusted LIBOR Rate to the Adjusted Base Rate. The LIBOR Rate Option may be exercised by Borrower only with respect to any portion of the Loan equal to or in excess of $1,000,000. At no time may there be more than six (6) LIBOR Rate Interest Periods in effect with respect to the Loan. Notwithstanding the foregoing, if Borrower shall elect a LIBOR Rate Option, only so much of the outstanding principal amount of the Loan as would not become due and payable during the applicable LIBOR Rate Interest Period shall accrue interest at the Adjusted LIBOR Rate and the remaining principal balance shall accrue interest at the Adjusted Base Rate.

     (d) If Agent determines (which determination shall be conclusive and binding upon Borrower, absent manifest error) (i) that Dollar deposits in an amount approximately equal to the portion of the Loan for which Borrower has exercised the LIBOR Rate Option for the designated LIBOR Rate Interest Period are not generally available at such time in the London interbank market for deposits in Dollars, (ii) that the rate at which such deposits are being offered will not adequately and fairly reflect the cost to Lenders of maintaining a LIBOR Rate on such portion of the Loan or of funding the same for such LIBOR Rate Interest Period due to circumstances affecting the London interbank market generally, (iii) that reasonable means do not exist for ascertaining a LIBOR Rate, or (iv) that an Adjusted LIBOR Rate would be in excess of the maximum interest rate which Borrower may by law pay, then, in any such event, Agent shall so notify Borrower and all portions of the Loan bearing interest at an Adjusted LIBOR Rate that are so affected shall, as of the date of such notification with respect to an event described in clause (ii) or (iv) above, or as of the expiration of the applicable LIBOR Rate Interest Period with respect to an event described in clause (i) or (iii) above, bear interest at the Adjusted Base Rate until such time as the situations described above are no longer in effect or can be avoided by Borrower exercising a LIBOR Rate Option for a different LIBOR Rate Interest Period.

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     (e) Interest at the Applicable Rate (or Default Rate) shall be calculated for the actual number of days elapsed on the basis of a 360-day year (or a 365-day year in the case that the Adjusted Base Rate shall be the Applicable Rate), including the first date of the applicable period to, but not including, the date of repayment. Whenever a payment hereunder or under any of the other Loan Documents becomes due on a day that is not a Business Day, the due date for such payment shall be extended to the next succeeding Business Day, and interest shall accrue during such extension.

     (f) Borrower shall pay all Breakage Costs incurred from time to time by Lenders upon demand within fifteen (15) Business Days of receipt of written notice from Agent.

     (g) If the introduction of or any change in any Law, regulation or treaty, or in the interpretation thereof by any Governmental Authority charged with the administration or interpretation thereof, shall make it unlawful for any Lender to maintain the Applicable Rate at an Adjusted LIBOR Rate with respect to the Loan or any portion thereof, or to fund the Loan or any portion thereof in Dollars in the London interbank market, or to give effect to its obligations regarding the LIBOR Rate Option as contemplated by the Loan Documents, then (1) Agent shall notify Borrower that Lenders are no longer able to maintain the Applicable Rate at an Adjusted LIBOR Rate, (2) the LIBOR Rate Option shall immediately terminate, (3) the Applicable Rate for any portion of the Loan for which the Applicable Rate is then an Adjusted LIBOR Rate shall automatically be converted to the Adjusted Base Rate, and (4) Borrower shall pay to Agent the amount of Breakage Costs (if any) incurred by Lenders in connection with such conversion. Thereafter, Borrower shall not be entitled to exercise the LIBOR Rate Option until such time as the situation described herein is no longer in effect or can be avoided by Borrower exercising a LIBOR Rate Option for a LIBOR Rate Interest Period.

     (h) Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, all agreements between or among the Borrower, the Guarantors, the Lenders and the Agent, whether now existing or hereafter arising and whether written or oral, are hereby limited so that in no contingency, whether by reason of acceleration of the maturity of any of the Obligations or otherwise, shall the interest contracted for, charged or received by the Lenders exceed the maximum amount permissible under applicable law. If, from any circumstance whatsoever, interest would otherwise be payable to the Lenders in excess of the maximum lawful amount, the interest payable to the Lenders shall be reduced to the maximum amount permitted under applicable law; and if from any circumstance the Lenders shall ever receive anything of value deemed interest by applicable law in excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal balance of the Obligations and to the payment of interest or, if such excessive interest exceeds the unpaid balance of principal of the Obligations, such excess shall be refunded to the Borrower. All interest paid or agreed to be paid to the Lenders shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full period until payment in full of the principal of the Obligations (including the period of any renewal or extension thereof) so that the interest thereon for such full period shall not exceed the maximum amount permitted by applicable law. The Borrower agrees to pay an effective rate of interest that is the sum of the applicable rate as stated in this Agreement plus any additional rate of interest resulting from any charges of interest or in the nature of interest paid or to be paid in connection with any of the Loan Documents. This Section shall control all agreements between or among the Borrower, the Guarantor, the Lenders and the Agent.

5.2 [Intentionally Omitted.]

ARTICLE 6

COSTS OF MAINTAINING LOAN

6.1 Increased Costs and Capital Adequacy .

     (a) Borrower recognizes that the cost to Lenders of maintaining the Loan or any portion thereof may fluctuate and, Borrower agrees to pay Agent additional amounts to compensate Lenders for any increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrower as a result of:

          (i) any change after the date hereof in any applicable Law, regulation or treaty, or in the interpretation or administration thereof, or by any domestic or foreign court, (A) changing the basis of taxation of

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payments under this Agreement to any Lender (other than taxes imposed on all or any portion of the overall net income or receipts of any Lender), or (B) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by any Lender (which includes the Loan or any applicable portion thereof) ( provided , however , that Borrower shall not be charged again the Reserve Percentage already accounted for in the definition of the Adjusted LIBOR Rate), or (C) imposing on any Lender, or the London interbank market generally, any other condition affecting the Loan, provided that the result of the foregoing is to increase the cost to any Lender of maintaining the Loan or any portion thereof or to reduce the amount of any sum received or receivable from Borrower by any Lender under the Loan Documents; or

          (ii) the maintenance by a Lender of reserves in accordance with reserve requirements promulgated by the Board of Governors of the Federal Reserve System of the United States with respect to "Eurocurrency Liabilities" of a similar term to that of the applicable portion of the Loan (without duplication for reserves already accounted for in the calculation of a LIBOR Rate pursuant to the terms hereof).

     (b) If the application of any Law, rule, regulation or guideline adopted or arising out of the report of the Basle Committee on Banking Regulations and Supervisory Practices entitled "International Convergence of Capital Measurement and Capital Standards", or the adoption after the date hereof of any other Law, rule, regulation or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing, or in the interpretation or administration thereof by any domestic or foreign Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has the effect of reducing the rate of return on such Lender’s capital to a level below that which such Lender would have achieved but for such application, adoption, change or compliance (taking into consideration the policies of such Lender with respect to capital adequacy), then, from time to time Borrower shall pay to such Lender such additional amounts as will compensate such Lender for such reduction with respect to any portion of the Loan outstanding.

     (c) Any amount payable by Borrower under subsection (a) or subsection (b) of this Section 6.1 shall be paid within fifteen (15) days of receipt by Borrower of a certificate signed by an authorized officer of Agent setting forth the amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon Borrower, absent manifest error. Failure on the part of Agent to demand payment from Borrower for any such amount attributable to any particular period shall not constitute a waiver of a Lender’s right to demand payment of such amount for any subsequent or prior period. Agent shall use reasonable efforts to deliver to Borrower prompt notice of any event described in subsection (a) or (b) above, of the amount of the reserve and capital adequacy payments resulting therefrom and the reasons therefor and of the basis of calculation of such amount; provided , however , that any failure by Agent so to notify Borrower shall not affect Borrower’s obligation to pay the reserve and capital adequacy payment resulting therefrom.

6.2 Borrower Withholding .

     If by reason of a change in any applicable Laws occurring after the date hereof, Borrower is required by Law to make any deduction or withholding in respect of any taxes (other than taxes imposed on or measured by the net income of a Lender or any franchise tax imposed on a Lender), duties or other charges from any payment due under the Notes to the maximum extent permitted by law, the sum due from Borrower in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, such Lender receives and retains a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made.

ARTICLE 7

LOAN EXPENSE AND ADVANCES

7.1 Loan and Administration Expenses .

     Borrower unconditionally agrees to pay all expenses of the Loan, including all amounts payable pursuant to Sections 7.2 , 7.3 and 7.4 and any and all other fees owing to Agent or Lenders pursuant to the Loan Documents or

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any separate fee agreement, and also including, without limiting the generality of the foregoing, all recording, filing and registration fees and charges, mortgage, intangible or documentary taxes, all insurance premiums, title insurance premiums and other charges of the Title Insurer, printing and photocopying expenses, survey fees and charges, cost of certified copies of instruments, cost of premiums on surety company bonds and the Title Policy, charges of the Title Insurer or other escrowee for administering disbursements, all fees and disbursements of Lender’s Consultant, all appraisal fees, insurance consultant’s fees, environmental consultant’s fees, travel related expenses and all costs and expenses incurred by Agent and Lenders in connection with the determination of whether or not Borrower has performed the obligations undertaken by Borrower hereunder or has satisfied any conditions precedent to the obligations of Lenders hereunder and, if any default or Event of Default occurs hereunder or under any of the Loan Documents or if the Loan or Notes or any portion thereof is not paid in full when and as due, all costs and expenses of Agent and Lenders (including, without limitation, court costs and counsel’s fees and disbursements and fees and costs of paralegals) incurred in attempting to enforce payment of the Loan and in attempting to realize on any security or incurred in connection with the sale or disposition (or preparation for sale or disposition) of any security for the Loan. Borrower agrees to pay all brokerage, finder or similar fees or commissions payable in connection with the transactions contemplated hereby and shall indemnify and hold Agent and Lenders harmless against all claims, liabilities, costs and expenses (including attorneys’ fees and expenses) incurred in relation to any claim by broker, finder or similar person.

7.2 Fees .

     The Borrower shall pay to KeyBank certain fees in connection with the Loan as provided pursuant to a separate fee letter dated January 24, 2007 between OP Guarantor and KeyBank, which fees shall be fully earned and non-refundable when paid. All such fees shall be solely for the account of KeyBank as provided in such agreement.

7.3 [Intentionally Omitted.]

7.4 Agent’s Attorneys’ Fees and Disbursements .

     Borrower agrees to pay Agent’s attorneys’ fees and disbursements incurred in connection with this Loan, including (i) the preparation of this Agreement, any intercreditor agreements and the other Loan Documents and the preparation of the closing binders, (ii) the disbursement, syndication, amendment, and administration of the Loan and (iii) the enforcement of the terms of this Agreement and the other Loan Documents.

7.5 Time of Payment of Fees and Expenses .

     Borrower shall pay all expenses and fees incurred by Agent as of the date of this Agreement, upon the execution and delivery of this Agreement. Borrower shall from time to time pay within fifteen (15) days of request, the reasonable fees and expenses of the Agent in connection with the satisfaction of the requirements to the Opening of the Loan. At the time of the Opening of the Loan, Lenders may pay from the proceeds of the disbursement of the Loan all Loan expenses and all fees payable to Agent or Lenders. Agent may require the payment of Agent’s outstanding fees and expenses as a condition to any disbursement of the Loan. Agent is hereby authorized, without any specific request or direction by Borrower, to make disbursements from time to time in payment of or to reimburse Agent for all Loan expenses and fees (whether or not, at such time, there may be any undisbursed amounts of the Loan allocated in the Budget for the same).

7.6 Expenses and Advances Secured by Loan Documents .

     Any and all advances or payments made by Lenders under this Article 7 from time to time, and any amounts expended by Agent pursuant to Section 20.1(a) , shall, as and when advanced or incurred, constitute additional indebtedness evidenced by the Notes and secured by the Deed of Trust and the other Loan Documents.

7.7 Right of Lenders to Make Advances to Cure Borrower’s Defaults .

     In the event that Borrower fails to perform any of Borrower’s covenants, agreements or obligations contained in this Agreement or any of the other Loan Documents (after the expiration of applicable notice and/or

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grace periods, except in the event of an emergency or other exigent circumstances), Agent may (but shall not be required to) perform any of such covenants, agreements and obligations, and any amounts expended by Agent in so doing and shall constitute additional indebtedness evidenced by the Notes and secured by the Deed of Trust and the other Loan Documents and shall bear interest at the Default Rate.

ARTICLE 8

NON CONSTRUCTION REQUIREMENTS PRECEDENT

TO THE OPENING OF THE LOAN

8.1 Non-Construction Conditions Precedent .

     Borrower agrees that Lenders’ obligation to make the initial advance of the Loan and thereafter to make further disbursements of proceeds thereof is conditioned upon Borrower’s delivery, performance and satisfaction of the following conditions precedent in form and substance satisfactory to Agent in its reasonable discretion:

     (a)  Equity : Borrower shall have provided evidence reasonably satisfactory to Agent that Borrower’s cash equity invested in the Project is not less than the difference between the total Project cost as set forth in the Budget and the maximum Loan Amount; provided , however , in no event shall Borrower’s cash equity in the Project be less than (x) twenty-five percent (25%) of the total cost of the Project as set out in the Budget approved by Agent hereunder, or (y) $32,147,570.00. Borrower’s cash equity must be either (i) deposited with the Agent on or prior to the date of this Agreement and disbursed prior to the first disbursement of Loan proceeds or (ii) used to pay direct Project costs approved by Agent with evidence of payment delivered to Agent prior to the first disbursement of Loan proceeds.

     (b)  [Intentionally Omitted] .

     (c)  Tenant Estoppels : Borrower shall have delivered to Agent Tenant Estoppel Certificates from such Tenants as Agent shall require;

     (d)  [Intentionally Omitted] .

     (e)  Title and Other Documents : Borrower shall have furnished to Agent the Title Policy, together with legible copies of all title exception documents cited in the Title Policy and all other legal documents affecting the Project or the use thereof;

     (f)  Survey : Borrower shall have furnished to Agent a ALTA/ACSM "Class A" Land Title Survey of the Project reasonably satisfactory to Agent. Said survey shall be dated no earlier than ninety (90) days prior to the date of this Agreement. Such survey shall be sufficient to permit issuance of the Title Policy in the form required by this Agreement. Such survey shall include the legal description of the Land;

     (g)  Insurance Policies : Borrower shall have furnished to Agent not less than ten (10) days prior to the date of this Agreement policies or binders evidencing that insurance coverages are in effect with respect to the Project and Borrower, in accordance with the Insurance Requirements attached hereto as Exhibit F , for which the premiums have been fully prepaid with endorsements satisfactory to Agent.

     (h)  [Intentionally Omitted] .

     (i)  Utilities : Borrower shall have furnished to Agent (by way of utility letters or otherwise) evidence establishing to the satisfaction of Agent that the Project when constructed will have adequate water supply, storm and sanitary sewerage facilities, telephone, gas, electricity, fire and police protection, means of ingress and egress to and from the Project and public highways and any other required public utilities and that the Project is benefited by insured easements as may be required for any of the foregoing;

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     (j)  Attorney Opinions : Borrower shall have furnished to Agent an opinion from counsel for Borrower and Guarantors covering due authorization, execution and delivery and enforceability of the Loan Documents and also containing such other legal opinions as Agent shall require;

     (k)  Appraisal : Agent shall have received the Appraisal and the Appraised Value shall be such that the Loan Amount does not exceed 70% of the Appraised Value. If the Appraisal has not been approved by all the Lenders and the Appraised Value determined by all of the Lenders prior to the date of this Agreement, then the Lenders shall have a reasonable amount of time after receipt of the Appraisal to approve the Appraised Value.

     (l)  Searches : Borrower shall have furnished to Agent current searches of all Uniform Commercial Code financing statements filed in each place UCC Financing Statements are to be filed hereunder, demonstrating the absence of adverse claims;

     (m)  Financial Statements : Borrower shall have furnished to Agent current annual financial statements of Borrower, the Guarantors and such other persons or entities connected with the Loan as Agent may request, each in form and substance and certified by such individual as acceptable to Agent. Borrower and the Guarantors shall provide such other additional financial information Agent reasonably requires;

     (n)  Pro Forma Projection : Borrower shall have furnished to Agent a Pro Forma Projection covering the succeeding five year period;

     (o)  Management Agreements : Borrower shall have delivered to Agent executed copies of any leasing, management and development agreements entered into by Borrower in connection with the Construction and/or the operation of the Project;

     (p)  Flood Hazard : Agent has received evidence that the Project is not located in an area designated by the Secretary of Housing and Urban Development as a special flood hazard area, or flood hazard insurance acceptable to Agent in its sole discretion;

     (q)  Zoning : If the Title Policy does not include a zoning endorsement, Borrower shall have furnished to Agent a legal opinion or zoning letter as to compliance of the Project with zoning and similar laws;

     (r)  Organizational Documents : Borrower shall have furnished to Agent proof satisfactory to Agent of authority, formation, organization and good standing in the State of its incorporation or formation and, if applicable, qualification as a foreign entity in good standing in the state of its incorporation or formation, of all corporate, partnership, trust and limited liability company entities (including Borrower and each Guarantor) executing any Loan Documents, whether in their own name or on behalf of another entity. Borrower and each Guarantor shall also provide certified resolutions in form and content satisfactory to Agent, authorizing execution, delivery and performance of the Loan Documents, and such other documentation as Agent may reasonably require to evidence the authority of the persons executing the Loan Documents;

     (s)  No Defaults : There shall be no uncured Default or Event of Default by Borrower hereunder;

     (t)  Easements : Borrower shall have furnished to Agent all easements reasonably required for the construction, maintenance or operation of the Project, if any, and such easements shall be insured by the Title Policy;

     (u)  Pro Forma Debt Service Coverage : Agent shall have received evidence reasonably satisfactory to Agent that the P ro Forma Debt Service Coverage for the Project is greater than or equal to 1.20:1;

     (v)  The Environmental Report . Borrower shall have delivered to Agent the Environmental Report, which shall, at a minimum, (a) demonstrate the absence of any existing or potential Hazardous Material contamination or violations of environmental Laws at the Project, except as acceptable to Agent in its sole and absolute discretion, (b) include the results of all sampling or monitoring to confirm the extent of existing or potential Hazardous Material contamination at the Project, including the results of leak detection tests for each underground

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storage tank located at the Project, if any, (c) describe response actions appropriate to remedy any existing or potential Hazardous Material contamination, and report the estimated cost of any such appropriate response, (d) confirm that any prior removal of Hazardous Material or underground storage tanks from the Project was completed in accordance with applicable Laws, and (e) confirm whether or not the Land is located in a wetlands district;

     (w)  Rent Roll : Borrower shall have furnished to Agent a certified copy of the Rent Roll;

     (x)  Standard Form Tenant Lease . Borrower shall furnish Agent its standard form lease for the Project; and

     (y)  Additional Documents : Borrower shall have furnished to Agent such other materials, documents, papers or requirements regarding the Project, the Leases, Borrower and any Guarantor as Agent shall reasonably request.

ARTICLE 9

CONSTRUCTION REQUIREMENTS PRECEDENT

TO THE OPENING OF THE LOAN

9.1 Required Construction and Other Documents .

     Borrower shall cause to be furnished to Agent the following, in form and substance satisfactory to Agent and Lender’s Consultant in all respects,