FOURTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT

Exhibit 10.1

FOURTH AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT

AMONG

ARDEN REALTY LIMITED PARTNERSHIP,
A MARYLAND LIMITED PARTNERSHIP,

AS BORROWER,

AND

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

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

AND

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

AND

PNC BANK, NATIONAL ASSOCIATION
AS DOCUMENTATION AGENT

Dated as of July 7, 2005

TABLE OF CONTENTS

i

TABLE OF CONTENTS

ii

TABLE OF CONTENTS

Exhibits :

Schedules :

iii

Loan No. 9188ZL

FOURTH AMENDED AND RESTATED
REVOLVING CREDIT AGREEMENT

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

RECITALS

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

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

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

ARTICLE 1
DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          “ Commission ” means the Securities and Exchange Commission.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          “ Investment ” means, with respect to any Person, (i) any direct or indirect purchase or other acquisition by that Person of stock or securities, or any beneficial interest in stock or other securities, of any other Person, any partnership interest (whether general or limited) in any other Person, or all or any substantial part of the business or assets of any other Person, (ii) any direct or indirect loan, advance or capital contribution by that Person to any other Person, including all indebtedness and accounts receivable from that other Person that are not current assets or did not arise from sales to that other Person in the ordinary course of business, and (iii) any Guaranty Obligations by that Person with respect to such other Person. The amount of any Investment shall be the original cost of such Investment, plus the cost of all additions thereto less any distributions therefrom, but, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          “ Permitted Liens ” mean:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          “ Requisite Lenders ” means: (a) as of any date of determination if the Commitments are then in effect, Lenders whose Pro Rata Shares, in the aggregate, are at least sixty-six and two-thirds percent (66 ² / ₃ %), provided that: (i) in determining such percentage at any given time, all then existing Defaulting Lenders will be disregarded and excluded and the Pro Rata Shares of the Lenders shall be redetermined, for voting purposes only, to exclude the Pro Rata Shares of such Defaulting Lenders; (ii) in determining such percentage at any given time, no Bid Advances made by any Lender shall be included in determining such Lender’s Pro Rata Share; and (iii) in no event shall fewer than two (2) Lenders constitute “Requisite Lenders”; and (b) as of any date of determination if the Commitments have then been suspended or terminated and there are then any outstanding Advances, Lenders holding sixty-six and two thirds percent (66 ² / ₃ %) of all such outstanding Advances (including outstanding Bid Advances), provided that in no event shall fewer than two (2) Lenders constitute “Requisite Lenders”.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     (iii) is Wholly-Owned;

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

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

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

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

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

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

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

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

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

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

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

          (C) Completed Construction Assets up to a maximum twelve and one-half percent (12.5%) of Unencumbered Asset Value.

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

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

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

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

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

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

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

          “ Unencumbered Pool ” means the pool of Unencumbered Assets.

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

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

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

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

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

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

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

     1.3. Terms .

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

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

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

ARTICLE 2
ADVANCES

     2.1. Loan Advances and Repayment .

          (a) Loan Availability; Credit Facilities .

               (i) Loan Availability .

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

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

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

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

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

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

          (B) Notice of Borrowing .

               (1) Whenever Borrower desires to borrow under this Section 2.1 , but in no event more than five (5) times during any one (1) calendar month, Borrower shall give Administrative Agent, at Wells Fargo Real Estate Group Disbursement Center, 2120 East Park Place, Suite 100, El Segundo, California 90245, Attention: Ms. Eva Lopez (telephone: (310) 335-9471; telecopier: (310) 615-1014), with a copy to: Wells Fargo Bank, Real Estate Group, 11601 Wilshire Blvd., 17th Floor, Los Angeles, California 90025, Attention: Mr. Bryan W. Stevens, or at such other addresses as Administrative Agent shall designate, an original or facsimile Notice of Borrowing no later than 9:00 A.M. (San Francisco time), not less than three (3) nor more than five (5) Business Days prior to the proposed Funding Date of each LIBOR Advance, and not less than one (1) nor more than five (5) Business Days prior to the proposed Funding Date of each Base Rate Advance. Each Notice of Borrowing shall specify (a) the Funding Date (which shall be a Business Day) of the proposed Advance, (b) the amount of the proposed Advance, provided that the aggregate amount of such proposed Advance shall, if such Advance is a LIBOR Advance, equal One Million Dollars ($1,000,000) or integral multiples of Fifty Thousand Dollars ($50,000) in excess thereof, and provided further that the aggregate amount of such proposed Advance shall, if such Advance is a Base Rate Advance, be equal to or greater than Two Hundred Fifty Thousand Dollars ($250,000), (c) whether the Advance to be made thereunder will be a Base Rate Advance or a LIBOR Advance and, if a LIBOR Advance, the Interest Period, and (d) the proposed use of such Advance. Any Notice of Borrowing pursuant to this Section 2.1(a)(i)(B) shall be irrevocable.

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

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

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

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

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

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               (ii) Bid Facility .

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

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

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

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

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

          (C) Bid Advance Borrowings .

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                    (iii)  Swing Line Advances .

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

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

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

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

               (iv)  Letters of Credit .

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          (e)  Prior Loan .

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

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

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

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

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

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

     2.4. Interest on the Advances .

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

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

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

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

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

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

          (g)  Intentionally Omitted.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

BORROWER’S INITIALS: /s/ RSD

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

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

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

     2.5. Fees .

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

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

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

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

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

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

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

     2.6. Payments .

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

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

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

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

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

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

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

     2.9. Optional Increase to the Commitment .

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

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

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

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

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

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

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