CREDIT AGREEMENT

Exhibit 10.4

 

CREDIT AGREEMENT

dated as of

August 1, 2006

among

HINES REIT 3100 MCKINNON STREET LP,
HINES REIT 1900/2000 ALAMEDA DE LAS PULGAS LLC,
HINES REIT 321 NORTH CLARK STREET LLC and
THE BORROWING BASE SUBSIDIARIES PARTY HERETO FROM TIME TO TIME,
as Borrowers,

HINES REIT PROPERTIES, L.P.,
as Sponsor,

HSH NORDBANK AG, NEW YORK BRANCH
and
THE LENDERS PARTY HERETO FROM TIME TO TIME,
as Lenders,

and

HSH NORDBANK AG, NEW YORK BRANCH,
as Agent and Arranger

 

TABLE OF CONTENTS

		Page
ARTICLE I Definitions			1
SECTION 1.01. Defined Terms			1
SECTION 1.02. Terms Generally			30
SECTION 1.03. Accounting Terms; GAAP			30
ARTICLE II The Credits			31
SECTION 2.01. Commitments			31
SECTION 2.02. Loans and Borrowings			31
SECTION 2.03. Requests for Borrowings			31
SECTION 2.04. Funding of Borrowings			32
SECTION 2.05. LIBOR Rate Periods			33
SECTION 2.06. Termination and Reduction of Commitments			33
SECTION 2.07. Additional Interest			33
SECTION 2.08. Evidence of Debt			34
SECTION 2.09. Prepayment of Loans; Certain Other Payments			35
SECTION 2.10. Fees			37
SECTION 2.11. Interest			38
SECTION 2.12. Unavailability of LIBOR			38
SECTION 2.13. Increased Costs and Capital Adequacy			39
SECTION 2.14. Joint and Several Liability of Borrowers			40
SECTION 2.15. No Withholdings			42
SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing of Set-offs			43
SECTION 2.17. Cash Management Accounts			44
SECTION 2.18. Interest Rate Protection Agreement			47
SECTION 2.19. Tenant Security Deposits			51
SECTION 2.20. Additional Collateral			52
SECTION 2.21. Lease Termination Account			54
SECTION 2.22. Substitution of Initial Limited Payment Guaranty			55
ARTICLE III Representations and Warranties			58
SECTION 3.01. Existence and Power			58
SECTION 3.02. Authorization; No Contravention			58
SECTION 3.03. Binding Effect			59
SECTION 3.04. Financial Information			59
SECTION 3.05. Litigation			59
SECTION 3.06. Compliance with Laws and Agreements			60
SECTION 3.07. Use of Proceeds			60
SECTION 3.08. Compliance with ERISA			60
SECTION 3.09. Taxes			60
SECTION 3.10. Properties			61
SECTION 3.11. Defaults			63
SECTION 3.12. Offsets and Defenses			63

		Page
SECTION 3.13. Holding Company Status			63
SECTION 3.14. Full Disclosure			64
SECTION 3.15. Security Interest and Liens			64
SECTION 3.16. Liens on Ownership Interests			64
SECTION 3.17. Solvency			64
SECTION 3.18. Space Lease			65
SECTION 3.19. Federal Reserve Regulations			66
SECTION 3.20. Foreign Person			66
SECTION 3.21. Control Person			66
SECTION 3.22. Name; Principal Place of Business			67
SECTION 3.23. Brokerage			67
SECTION 3.24. Purpose of Borrower			67
SECTION 3.25. Organizational and Operational Restrictions			67
SECTION 3.26. Usury			67
SECTION 3.27. Patriot Act			68
SECTION 3.28. Conditions to Closing			68
SECTION 3.29. REAs			68
SECTION 3.30. Ground Lease			69
ARTICLE IV Conditions to Funding; Security and Collateral			69
SECTION 4.01. Conditions to Closing			69
SECTION 4.02. Each Borrowing after Initial Loans			71
SECTION 4.03. Addition of Properties as Borrowing Base Properties			74
SECTION 4.04. Removal of Borrowing Base Properties			81
ARTICLE V Affirmative Covenants			84
SECTION 5.01. Financial Reporting			84
SECTION 5.02. Payment of Obligations			86
SECTION 5.03. Maintenance of Property			87
SECTION 5.04. Compliance with Laws and Documents			87
SECTION 5.05. Inspection of Property, Books and Records			88
SECTION 5.06. Use of Proceeds			88
SECTION 5.07. Environmental Matters			88
SECTION 5.08. Taxes; Certain Liens			89
SECTION 5.09. Security Interests and Defense of Title			89
SECTION 5.10. REIT Status			90
SECTION 5.11. Litigation and Other Notices			90
SECTION 5.12. Additional Borrowers			92
SECTION 5.13. Further Assurances			92
SECTION 5.14. Appraisals			92
SECTION 5.15. Utilities			93
SECTION 5.16. Maintenance of Existence			93
SECTION 5.17. Patriot Act Compliance			93

		Page
SECTION 5.18. Estoppel Certificates			93
SECTION 5.19. Required Insurance			94
SECTION 5.20. Damage or Destruction			95
SECTION 5.21. Taking of the Mortgaged Property			100
SECTION 5.22. Application of Proceeds of Casualty or Taking to Loan; Loan Repayment			102
SECTION 5.23. Debt Service Coverage Ratio			102
SECTION 5.24. Borrowing Base Loan Amount			103
SECTION 5.25. Post-Closing Obligations			103
SECTION 5.26. Leasing			104
SECTION 5.27. REAs			105
SECTION 5.28. Ground Leases			105
ARTICLE VI Negative Covenants			107
SECTION 6.01. Indebtedness			107
SECTION 6.02. Liens			108
SECTION 6.03. Fundamental Changes; Certain Transfers of Collateral and Equity Interest			108
SECTION 6.04. Investments, Loans, Advances, Guarantees and Acquisitions			109
SECTION 6.05. Restricted Payments			109
SECTION 6.06. Interest Rate Protection Agreements			109
SECTION 6.07. Transactions with Affiliates			109
SECTION 6.08. Modification of Documents; Management Agreements; New Accounts			110
SECTION 6.09. Negative Pledges, etc.			110
SECTION 6.10. Intentionally Omitted			110
SECTION 6.11. Sole Purpose of Borrowing Base Subsidiaries			110
SECTION 6.12. Changes in Zoning			111
SECTION 6.13. ERISA			111
SECTION 6.14. Adverse Contracts			111
SECTION 6.15. Alterations			111
SECTION 6.16. KeyBank Revolving Credit Facility			111
ARTICLE VII Events of Default			112
ARTICLE VIII Agent and The Lenders			115
SECTION 8.01. Appointment of Agent			115
SECTION 8.02. Agent’s Rights as a Lender			115
SECTION 8.03. Agent Obligations			115
SECTION 8.04. Right to Rely			116
SECTION 8.05. Appointment of Sub-Agents			116
SECTION 8.06. Release of Collateral			116
SECTION 8.07. Perfection of Lien by Possession; Appointment of Lenders			117

		Page
SECTION 8.08. Bankruptcy of Any Borrower			117
SECTION 8.09. Resignation; Successor Agent			117
SECTION 8.10. Lenders’ Independent Analysis			118
SECTION 8.11. Defaults by Any Lender			118
ARTICLE IX Miscellaneous			120
SECTION 9.01. Notices			120
SECTION 9.02. Each Borrower as Agent for Each Other			122
SECTION 9.03. Waivers; Amendments			123
SECTION 9.04. Expenses; Indemnity; Damage Waiver			124
SECTION 9.05. Successors and Assigns			125
SECTION 9.06. Survival			127
SECTION 9.07. Counterparts; Integration; Effectiveness			128
SECTION 9.08. Severability			128
SECTION 9.09. Right of Setoff			128
SECTION 9.10. Governing Law; Jurisdiction; Consent to Service of Process			128
SECTION 9.11. Waiver of Jury Trial			129
SECTION 9.12. Headings			129
SECTION 9.13. Confidentiality			130
SECTION 9.14. Interest Rate Limitation			130
SECTION 9.15. Determinations and Consent of Agent			131
SECTION 9.16. No Joint Venture			131
SECTION 9.17. Limitation on Liability			131

EXHIBITS

Exhibit A-1		—		Legal Description of Alameda Property
Exhibit A-2		—		Legal Description of McKinnon Property
Exhibit A-3		—		Legal Description of North Clark Property
Exhibit B		—		List of Letters of Credit
Exhibit C-1		—		Form of Account Agreement (with notice)
Exhibit C-2		—		Form of Account Agreement (without notice)
Exhibit D		—		Form of Borrowing Base Certificate
Exhibit E		—		Form of Borrowing Base Property Compliance Certificate
Exhibit F		—		Commitments
Exhibit G		—		Disclosed Matters as to Litigation
Exhibit H		—		Acceptable Major Metropolitan Market
Exhibit I		—		Form of Estoppel Certificate
Exhibit J		—		Form of Manager’s Cooperation Agreement
Exhibit K		—		Form of Mortgage/Deed of Trust/Deed to Secure Debt
Exhibit L		—		Form of Assignment of Leases and Rents
Exhibit M		—		Form of Assignment and Assumption
Exhibit N		—		Schedule of Material Operating Agreements
Exhibit O		—		Accounts
Exhibit P		—		Contractual Restrictions regarding Liens
Exhibit Q		—		Schedule of Registered Trademarks
Exhibit R		—		Rent Roll
Exhibit S		—		Form of SNDA
Exhibit T		—		Insurance Policies
Exhibit U		—		SPE Covenants
Exhibit V		—		Exceptions to Representations
Exhibit W		—		Assignment of Leases of Rents and Mortgages relating to the Initial Borrowing Base Properties
Exhibit X		—		Form of Westin REA Estoppel

      CREDIT AGREEMENT dated as of August 1, 2006 (this “ Agreement ”), among HINES REIT 3100 MCKINNON STREET LP , a Delaware limited partnership (“ McKinnon LP ”), HINES REIT 1900/2000 ALAMEDA DE LAS PULGAS LLC , a Delaware limited liability company (“ Alameda LLC ”), HINES REIT 321 NORTH CLARK STREET LLC , a Delaware limited liability company (“ North Clark LLC ”), each of the foregoing having an address at c/o Hines REIT Properties, L.P., 2800 Post Oak Blvd., Suite 5000, Houston, Texas 77056, each of the Borrowing Base Subsidiaries (as defined below) party hereto from time to time (together with McKinnon LP, Alameda LLC and North Clark LLC, each a “ Borrower ” and collectively, the “ Borrowers ”), HINES REIT PROPERTIES, L.P. , a Delaware limited partnership, having an address at 2800 Post Oak Blvd., Suite 5000, Houston, Texas 77056 (“ Sponsor ”), HSH NORDBANK AG, NEW YORK BRANCH , a German banking corporation acting through its New York branch, having an office at 230 Park Avenue, New York, New York 10169, and each of the other Lenders signatory to this Agreement from time to time (together with their respective successors and assigns in their respective capacity as a lender, including any Assignees (as defined below) hereunder, each a “ Lender ” and collectively the “ Lenders ”), and HSH NORDBANK AG, NEW YORK BRANCH , a German banking corporation acting through its New York branch, having an office at 230 Park Avenue, New York, New York 10169, in its capacity as agent for the Lenders (in its capacity as agent for the Lenders, together with any permitted successor agent, the “ Agent ”) and arranger.

W I T N E S S E T H:

     WHEREAS, Borrowers have requested the Lenders to make available to Borrowers, and Agent to administer, a credit facility in an aggregate principal amount not to exceed $500,000,000, which credit facility will be used for the purposes permitted hereunder; and

     WHEREAS, the Lenders have agreed to make available to Borrowers, and Agent has agreed to administer, a credit facility upon the terms and conditions set forth in this Agreement.

     NOW, THEREFORE, in consideration of the mutual conditions and agreements set forth in this Agreement, and for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto hereby agree as follows.

ARTICLE I

Definitions

     SECTION 1.01. Defined Terms . As used in this Agreement, the following terms have the meanings specified below:

     “ Acceptable Major Metropolitan Market ” means a major United States metropolitan market designated on Exhibit H attached hereto, as such Exhibit may be modified from time to time by the mutual agreement of Borrowers and Agent.

     “ Accessibility Laws ” means all laws and regulations governing accessibility of public facilities to the handicapped, specifically including the physical accessibility requirements

of Title III of the Americans with Disabilities Act of 1990, and the implementing regulations promulgated thereunder by the Department of Justice and the Americans with Disabilities Act Accessibility Guidelines (ADAAG) associated therewith.

     “ Accounts ” means, collectively, all accounts of Borrowers and all accounts of any Person held on behalf of or for the benefit of any Borrower, including the Cash Management Accounts, the Tenant Security Account, the Lease Termination Account, the Additional Collateral Account and the Guaranty Collateral Account.

     “ Account Agreements ” means (a) with respect to each Account other than the Additional Collateral Account and the Guaranty Collateral Account, an agreement in the form annexed hereto as Exhibit C-1 or in such other form acceptable to Agent and (b) with respect to the Additional Collateral Account and the Guaranty Collateral Account, an agreement in the form annexed hereto as Exhibit C-2 or in such other form acceptable to Agent, and in each case, executed and delivered by Borrowers, the Manager (if reasonably required by Agent), Agent and the bank at which such Account that is the subject of such agreement is held, if not held at Agent.

     “ Additional Collateral ” means either (a) cash, (b) a Collateral Letter of Credit, (c) any other collateral in form and content acceptable to Agent, or (d) any combination of the foregoing, delivered or pledged by Borrowers to Agent as contemplated by Sections 4.04(a) , 5.23 or 5.24 hereof, in each case, which is to be held in accordance with Section 2.20 or the other applicable provisions hereof.

     “ Additional Collateral Account ” has the meaning set forth in Section 2.20(b) hereof.

     “ Additional Collateral Value ” means the sum of (a) the amount of funds in the Additional Collateral Account, (b) the undrawn portion of the stated amount of any Collateral Letter of Credit, and (c) the liquidation value of any other Additional Collateral.

     “ Additional Interest ” means any amounts which become due and payable under Sections 2.07 , 2.13 and 2.15 hereof.

     “ Administrative Questionnaire ” means an Administrative Questionnaire to be completed by prospective assignees of any interest of a Lender in the Loan, in a form supplied by Agent.

     “ Advisor ” means Hines Advisors Limited Partnership, a Texas limited partnership, or another wholly owned Affiliate of Hines Interest Limited Partnership which becomes the entity which is contracted by the REIT to be responsible for directing or performing the day-to-day business affairs of the REIT.

     “ Advisory Agreement ” means that certain Advisory Agreement, dated as of June 26, 2006, entered into by and among Sponsor, the REIT and the Advisor.

     “ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

     “ Agent ” has the meaning set forth in the first paragraph to this Agreement.

     “ Aggregate Vacancy Rate ” means, as of any date of determination, the ratio of (a) the aggregate amount of net rentable square feet in all of the Borrowing Base Properties which is not rented pursuant to a Space Lease which is then in effect such that no Credit Party is deriving income therefrom, to (b) the aggregate amount of all net rentable square feet in all of the Borrowing Base Properties. Solely for the purposes of this definition and the definition of “Individual Vacancy Rate” set forth in this Section 1.1 , the term “net rentable square feet” shall mean the sum of the net rentable square feet stated in Space Leases then in effect relating to such Borrowing Base Property as being the demised premises thereunder, plus the net rentable square feet contained within the unleased space in such Borrowing Base Property.

     “ Alameda LLC ” has the meaning set forth in the first paragraph hereof.

     “ Alameda Property ” means that certain real property and Alameda LLC’s right, title and interest in and to the improvements located thereon located at 1900 and 2000 Alameda de Las Pulgas, San Mateo, California, which real property is more particularly described on Exhibit A-1 attached hereto, together with all related facilities, amenities, fixtures, and personal property owned by Alameda LLC and any right, title and interest of Alameda LLC in and to any other improvements now or hereafter located thereon.

     “ Allocated Title Amount ” means, as of the date of any determination with respect to the Title Insurance Policy for any Borrowing Base Property, an amount equal to one hundred and ten percent (110%) of the aggregate amount of Loans made with respect to such Borrowing Base Property; provided , however , if a “tie-in” endorsement is not available for such Title Insurance Policy, the Allocated Title Amount for the Title Insurance Policy for such Borrowing Base Property shall be an amount equal to one hundred percent (100%) of the Appraised Value of such Borrowing Base Property.

     “ Applicable Margin ” means (a) with respect to any Ten Year Loan which has been advanced prior to the first (1st) anniversary of the Effective Date (including the Initial Loan), four-tenths of one percent (.40%) per annum and (b) with respect to any Ten Year Loan which has been advanced on or after the first (1st) anniversary of the Effective Date, any Five Year Loan or any Seven Year Loan, forty-five one-hundredths of one percent (.45%) per annum.

     “ Applicable Percentage ” means, with respect to any Lender, the percentage of the Total Commitments represented by such Lender’s Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the Commitments most recently in effect, giving effect to any assignments.

     “ Appraisal ” means a written appraisal report as to a Property as the term “appraisal” is defined in the Code of Professional Ethics of the American Institute of Appraisers, meeting the requirements of the Federal Institutions Reform, Recovery and Enforcement Act of 1989, prepared by a professional appraiser retained by Agent, who is a member of the Appraisal

Institute, addressed to Agent and, if requested by Borrowers, also permitting the REIT, Sponsor or the applicable Property Owner to rely on such Appraisal, and in form, scope and substance satisfactory to Agent, setting forth such appraiser’s determination of the Appraised Value.

     “ Appraised Value ” means, as of any date of determination with respect to any Property, the “as-is” fair market value of such Property, which would be obtained in an arm’s length transaction between an informed and willing buyer and an informed and willing seller, under no compulsion, respectively, to buy or sell, as set forth in, and as of the appraisal date of, the Appraisal for such Property which has most recently been delivered to or received by Agent.

     “ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.05 hereof), and accepted by Agent, in the form annexed hereto as Exhibit M or any other form approved by Agent.

     “ Assignments of Agreements ” means all assignments of agreements executed and delivered by one or more Borrowers to or for the benefit of Agent by which Agent, on behalf of the Lenders, acquires an assignment of such Borrower’s right, title and interest in, to and under all agreements, contracts, warranties, appraisals, reports, books, records and files now or hereafter entered into pertaining to the construction, use, occupancy, possession, management, maintenance or ownership of a Borrowing Base Property.

     “ Assignments of Leases and Rents ” means collectively, (a) those certain assignments of leases and rents described on Exhibit W hereto and (b) any of the assignments of leases and rents executed and delivered by any Borrower to or for the benefit of Agent by which Agent, on behalf of the Lenders, acquires a collateral assignment of such Borrower’s interest under leases of real estate, in the form annexed hereto as Exhibit L , and all amendments, modifications and supplements thereto; provided , however , that the form annexed hereto as Exhibit L may be modified as reasonably determined by Agent to include provisions customarily included in assignments of leases and rents used by institutional lenders for similar properties in the state where the applicable Borrowing Base Property is located.

     “ Authorized Officer ” means (a) in the case of Sponsor, the president, any vice president, chief financial officer, principal accounting officer, treasurer or controller of the REIT acting as general partner of Sponsor, (b) in the case of the REIT, the president, any vice president, chief financial officer, principal accounting officer, treasurer or controller of the REIT, and (c) in the case of a Borrower, the president, any vice president, chief financial officer, manager, principal accounting officer, treasurer or controller of such Borrower, or its general partner, as applicable.

     “ Availability ” means (a) on the Effective Date, One Hundred Eighty-Five Million Dollars ($185,000,000), (b) at any time during the Availability Period with respect to which a determination is being made (other than the Effective Date), the excess of (i) the Borrowing Base Loan Amount at such time, over (ii) the outstanding principal balance of the Loans at such time, and (c) at any time after the Availability Period, Zero Dollars ($0.00).

     “ Availability Period ” means the period commencing on the Effective Date and ending on the Business Day immediately preceding the third (3rd) anniversary of the Effective Date.

     “ Base Rate ” means, as of any date of determination, a per annum interest rate determined by Agent (on a daily basis) to be equal to the higher of (a) the rate per annum established by Agent, based on the commercial lending rate established by Agent’s principal office in New York, New York from time to time as the reference rate for short-term commercial loans in Dollars to United States domestic corporate borrowers (which Borrowers acknowledge is not necessarily Agent’s lowest rate), plus , the then Applicable Margin, and (b) the overnight cost of funds of the Lenders, as determined by Agent in its discretion plus , the then Applicable Margin.

     “ Board ” means the Board of Governors of the Federal Reserve System of the United States of America.

     “ Borrower ” and “ Borrowers ” have the meanings set forth in the first paragraph hereof.

     “ Borrowers’ Certificate ” means that certain Certificate by Borrowers in favor of Agent dated as of the Effective Date.

     “ Borrowing ” means Loans made or continued on the same date and, as to which a single LIBOR Rate Period is in effect.

     “ Borrowing Base Certificate ” means a report certifying the Borrowing Base Loan Amount and the calculation thereof, in the form of Exhibit D annexed hereto.

     “ Borrowing Base Loan Amount ” means, as of any date of determination, an amount equal to the least of:

     (a) an amount equal to the aggregate, for all Borrowing Base Properties, of fifty-five percent (55%) of the Appraised Value of each Borrowing Base Property, plus , solely in the case of any determination of the Borrowing Base Loan Amount in the context of a determination of Availability for purposes of Section 4.04(a) hereof, the Additional Collateral Value;

     (b) the Total Commitment as of such date of determination; and

     (c) the Imputed Loan Amount as of the date with respect to which a Borrowing Base Certificate was then most recently delivered or required to have been delivered pursuant to the terms and conditions hereof,

in each case, as demonstrated to Agent’s reasonable satisfaction.

     “ Borrowing Base Net Operating Income ” means an amount which is the difference between (x) Borrowing Base Operating Revenues and (y) Borrowing Base Operating Expenses.

     “ Borrowing Base Operating Expenses ” means all expenses actually paid by Borrowers in the normal course of business in connection with the operation of the Borrowing Base Properties during the period in question determined on a cash basis (but including, in the case of any determination made with respect to a calendar quarter, an allocated quarterly amount on account of annual or semi-annual installments of insurance premiums and real estate taxes, but only to the extent such expenses were paid out of revenue from the Borrowing Base Properties) including imputed replacement costs (in an amount equal to fifteen cents ($0.15) per annum per net rentable square foot of the Borrowing Base Properties), and management fees equal to the greater of the actual management fees paid during such period and two percent (2%) of Borrowing Base Operating Revenues, but not including any extraordinary expenses (e.g., lease-up costs and expenses, brokerage commissions and fees relating to leases, lease buy-out payments, capital expenditures and tenant improvement costs/expenses or any other extraordinary expenses), depreciation, amortization or Interest on the Loans; the calculation of “Borrowing Base Operating Expenses” shall be reasonably satisfactory to Agent.

     “ Borrowing Base Operating Revenues ” means all cash receipts of Borrowers from or related to the ownership and operation of or otherwise derived from the Borrowing Base Properties, including all Space Lease Rents (calculated based upon all executed and delivered Space Leases) and any proceeds from rental or business interruption insurance to the extent corresponding to Space Lease Rent which would otherwise be payable absent the applicable event, in each case, during the period in question, but without taking into account (i) straight-lining of rents and other similar accounting requirements, (ii) extraordinary revenues (e.g., Lease Termination Payments (unless Agent shall have agreed in advance to include any such amounts as “Borrowing Base Operating Revenues”), payments from tenants (current or future) for the reduction of space leased by such tenants (unless Agent shall have agreed in advance to include any such amounts as “Borrowing Base Operating Revenues”), or leases to tenants that are in bankruptcy or otherwise in default thereunder), (iii) other miscellaneous operating revenues and sums payable to Borrowers from user’s facilities or amenities located on the Borrowing Base Properties, (iv) withdrawals from cash reserves and similar such payments, and (v) security deposits under any Space Lease if forfeited by the depositor (unless such security deposits were applied as Space Lease Rents and Agent shall have agreed in advance to include any such amounts as “Borrowing Base Operating Revenues”); the calculation of “Borrowing Base Operating Revenues” shall be reasonably satisfactory to Agent.

     “ Borrowing Base Property ” means, collectively, (i) the Initial Borrowing Base Properties and (ii) any other Property owned in fee simple by a Borrower or in which a Borrower holds a long-term ground leasehold estate that becomes a Borrowing Base Property pursuant to Section 4.03 hereof.

     “ Borrowing Base Property Compliance Certificate ” means a certificate in the form of Exhibit E annexed hereto.

     “ Borrowing Base Subsidiary ” means any directly or indirectly wholly-owned special purpose subsidiary of Sponsor (or, with Agent’s approval, any other Subsidiary of Sponsor) incorporated or organized under the laws of any state of the United States of America or the District of Columbia that owns or holds a long-term ground leasehold estate in any

Borrowing Base Property. A “ Borrowing Base Subsidiary ” also shall be a Borrower until such time, if any, as released pursuant to Section 4.04(b) hereof.

     “ Borrowing Request ” means a request by Borrowers for a Borrowing in accordance with Section 2.03 hereof.

     “ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or required by law to remain closed.

     “ Capital Lease Obligations ” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

     “ Capital Repair Guaranty Amount ” has the meaning set forth in the Limited Payment Guaranty.

     “ Cash Management Accounts ” has the meaning set forth in Section 2.17(a) hereof.

     “ Casualty ” means any damage to, destruction of or casualty affecting any Borrowing Base Property that, together with any other damage, destruction or other casualty then affecting such Borrowing Base Property, causes, or reasonably could be expected to cause, a decline in the “as-is” fair market value of such Borrowing Base Property in an amount greater than three percent (3%) of the then Appraised Value of such Borrowing Base Property.

     “ Casualty Proceeds Disbursement Threshold ” has the meaning set forth in Section 5.20(b) hereof.

     “ CERCLA ” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended.

     “ Change in Control ” means the occurrence of any of the following: (a) any failure by the REIT to be advised by, and have its day-to-day business affairs to be performed and directed by, the Advisor, (b) any failure of Hines Interests Limited Partnership or the Advisor to be Controlled by Jeffrey C. Hines, Gerald D. Hines, their parents, brothers, sisters, and the spouses, children, grandchildren (natural or adopted) of any of the foregoing, the estate of Jeffrey C. Hines and/or Gerald D. Hines, any trust for any of the foregoing, and/or any entity owned by any combination of the foregoing, (c) any failure by Sponsor to be Controlled by the REIT or (d) any failure of any Borrower to be Controlled by Sponsor. In amplification of the foregoing, a Change of Control shall occur regardless of the events or circumstances relating to or causing such Change of Control, including any Transfer (other than any pledge which secures the KeyBank Revolving Credit Facility) or any foreclosure or other exercise of any remedies of any pledge of any Equity Interest (including any pledge which secures the KeyBank Revolving Credit Agreement).

     “ Closing ” means the execution and delivery of this Agreement by Borrowers, Sponsor, Agent and the Lenders party hereto and the advance of the Initial Loan to Borrowers.

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

     “ Collateral ” means all collateral on which a Lien is granted or purported to be granted pursuant to any Financing Document.

     “ Collateral Letter of Credit ” means an irrevocable and unconditional letter of credit (and any renewals, replacements and amendments thereof), issued by KeyBank (so long as KeyBank’s long-term unsecured debt is rated at least “BBB+” (or the equivalent) or better by S&P, Moody’s or Fitch), or another issuer whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by S&P, Moody’s or Fitch, or which is otherwise reasonably acceptable to Agent, for the account of Sponsor or one or more Borrowers to and for the benefit of Agent, which shall (a) be expressly transferable and assignable one or more times (and shall provide that any fees required to be paid in connection with a transfer or assignment shall be paid by Sponsor or Borrowers and not Agent), (b) be payable at sight upon presentment to a New York, New York area branch of the issuer of a sight draft accompanied by a signed statement that Agent is permitted to draw on said letter of credit pursuant to the terms of this Agreement or the other Financing Documents, (c) permit Agent to make multiple draws at Agent’s election, (d) have an expiration date no earlier than one (1) year from the date of issuance and provide that it shall automatically be renewed from year to year without further action on the part of any Person unless the issuer thereof notifies Agent in writing no less than forty-five (45) days prior to the expiration date, and (e) be otherwise in form and content reasonably acceptable to Agent.

     “ Commercial Spread ” has the meaning set forth in the Loan Fee Letter.

     “ Commitment ” means, with respect to each Lender, the commitment of such Lender to make Loans, expressed as an amount representing the maximum aggregate amount of such Lender’s Credit Exposure hereunder, as such commitment may be reduced pursuant to Section 2.06 hereof or reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.05 hereof. The initial amount of each Lender’s Commitment is set forth on Exhibit F attached hereto, or in the Assignment and Assumption pursuant to which such Lender shall have assumed its Commitment, as applicable. The initial aggregate amount of the Lenders’ Commitments is $500,000,000. The aggregate amount of the Lenders’ Commitments shall never exceed the Maximum Loan Amount. Effective upon the assignment of an interest pursuant to Section 9.05 hereof, Exhibit F may be amended by Agent to reflect such assignment.

     “ Commitment Fee ” has the meaning set forth in Section 2.10(a) hereof.

     “ Commitment Fee Rate ” means a per annum rate equal to fifteen one-hundredths of one percent (0.15%).

     “ Comparable Building Standards ” means, with respect to any Borrowing Base Property, the standards of management, operation and maintenance of a property in the applicable Acceptable Major Metropolitan Market which is comparable to such Borrowing Base Property in location, size, facilities, quality and nature, and in each of the foregoing cases, in any

event comparable to the standards of management, operation and maintenance for such Borrowing Base Property which exists as of the date that such Borrowing Base Property is added as a Borrowing Base Property hereunder.

     “ Consolidated ” and “ consolidated ” mean, when used with reference to financial statements or financial statement items of a Person, such statements or items on a consolidated basis in accordance with applicable principles of consolidation under GAAP.

     “ Consolidated Subsidiaries ” means, as to any Person, Subsidiaries of such Person with respect to which such Person’s financial statements are prepared on a Consolidated basis. As used in this Agreement, any reference to financial statement items of Consolidated Subsidiaries of any Borrower shall mean such items as determined on a Consolidated basis with such Borrower.

     “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

     “ Credit Exposure ” means, with respect to any Lender at any time, the sum of the outstanding principal amount of such Lender’s Loans at such time.

     “ Credit Party ” means, collectively, each Borrower and Guarantor.

     “ Debt Service Coverage Ratio ” means:

   (a) for purposes of calculating the Debt Service Coverage Ratio on a Testing Determination Date under Sections 2.20 , 5.01 and 5.23 hereof and calculating the Borrowing Base Loan Amount under Sections 2.20 , 5.01 and 5.24 (if calculated on a Testing Determination Date) determined for a three (3) month period ending on the applicable Testing Determination Date, the ratio of (i) Borrowing Base Net Operating Income for such three (3) month period to (ii) the Imputed Debt Service calculated as of such Testing Determination Date; and

   (b) for all other purposes as of any date of determination, determined for a three (3) month period ending on last day (the “ Operative Day ”) of the calendar month immediately preceding such date of determination (or if the financial information necessary to compute the Borrowing Base Net Operating Income for such three (3) month period is not then reasonably available, the “Operative Day” shall be the last day of the calendar month immediately preceding the calendar month immediately preceding such date of determination), the ratio of (i) Borrowing Base Net Operating Income for such three (3) month period to (ii) the Imputed Debt Service calculated as of the Operative Day. In amplification of the foregoing, in the event the date of determination under this clause (b) is between July 1st through July 31st, the Operative Day would be June 30th (or if the financial information necessary to compute the Borrowing Base Net Operating Income for such three (3) month period is not then reasonably available, the “Operative Day” would be May 31st).

     “ Deemed DSCR Deficiency Amount ” has the meaning set forth in Section 4.04 hereof.

     “ Deemed LTV Deficiency Amount ” has the meaning set forth in Section 4.04 hereof.

     “ Default ” means any event or condition which upon notice, lapse of time or both would become an Event of Default.

     “ Default Rate ” has the meaning set forth in Section 2.11(b) hereof.

     “ Defaulting Lender ” has the meaning set forth in Section 8.11(a) hereof.

     “ Disclosed Matters ” means the actions, suits and proceedings disclosed in Exhibit G annexed hereto.

     “ Dollars ,” “ dollars ” or “ $ ” refers to lawful money of the United States of America.

     “ DSCR Deficiency Amount ” has the meaning set forth in Section 5.23 hereof.

     “ DSCR Due Date ” has the meaning set forth in Section 5.23 hereof.

     “ Effective Date ” means the date on which the Closing occurs.

     “ Environmental Indemnity ” means that certain Environmental Indemnity dated as of the Effective Date provided by the Credit Parties for the benefit of Agent and Lenders.

     “ Environmental Laws ” has the meaning set forth in the Environmental Indemnity.

     “ Environmental Losses ” has the meaning set forth in the Environmental Indemnity.

     “ Equity Interests ” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

     “ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder by any Governmental Authority from time to time.

     “ ERISA Affiliate ” means any trade or business (whether or not incorporated) that, together with any Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

     “ ERISA Event ” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which

the 30-day notice period is waived), (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived, (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, (d) the incurrence by any Borrower or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan, (e) the receipt by any Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan, (f) the incurrence by any Borrower or any ERISA Affiliate of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan, (g) the receipt by any Borrower or any ERISA Affiliate of any notice concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA, or (h) any transaction engaged in by any Borrower in connection with which it could reasonably be expected to be subject to either a material civil penalty assessed pursuant to Section 502 of ERISA or a material tax imposed under Section 4975 of the Code.

     “ Estoppel Certificate ” means a Tenant Estoppel Certificate, substantially in the form annexed hereto as Exhibit I , with such changes as the Agent shall reasonably deem necessary based on the applicable Space Lease and applicable Property.

     “ Event of Default ” has the meaning assigned to such term in Article VII hereof.

     “ Facility Maturity Date ” means July 31, 2019, or such earlier date as the entire principal amount of the outstanding Loans shall become due and payable by acceleration or otherwise.

     “ Federal Funds Effective Rate ” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by Agent from three (3) Federal funds brokers of recognized standing selected by it.

     “ Financing Documents ” means this Agreement, the Note, the Security Documents, the Environmental Indemnity, the Recourse Liability Agreement, the Limited Payment Guaranty, the Loan Fee Letter, the Manager’s Cooperation Agreement, the Account Agreements, the Lender Interest Rate Protection Agreements, the Borrowers’ Certificate and all other agreements, certificates or other documents now or hereafter evidencing, securing or executed by or on behalf of any Credit Party, the Manager or any Affiliate of the Credit Party or the Manager in connection with the Transactions or the Loans.

     “ Fitch ” means Fitch Investors Service, L.P.

     “ Five Year Loan ” means a Loan which Borrowers have elected in the Borrowing Request for such Loan to have a Maturity Date of five (5) years from the date that such Loan was

advanced pursuant to this Agreement, or such earlier date as the entire principal amount of the Loans shall become due and payable by acceleration or otherwise.

     “ Full Recourse Event ” means any of those events or circumstances described in clause (h) of the definition of “Recourse Liability Events” in this Section 1.01 .

     “ GAAP ” means generally accepted accounting principles in the United States of America which are recognized as such by the American Institute of Certified Public Accountants or by the Financial Accounting Standards Board or through appropriate boards or committees thereof after the Effective Date, and which are consistently applied for all periods, so as to properly reflect the financial position of a Person, except as otherwise provided in Section 1.03 hereof.

     “ Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

     “ Ground Lease ” means any lease acceptable to Agent which grants a Borrower a leasehold estate (rather than a fee interest) in all or part of any Borrowing Base Property.

     “ Ground Rent ” means any and all rent, additional rent and any other amounts payable by a Borrower as a lessee under a Ground Lease.

     “ Guarantor ” means, individually and collectively, Sponsor and the REIT; provided , however , in the event that the Initial Limited Payment Guaranty shall be terminated in accordance with Section 2.22 hereof, “Guarantor” shall for all purposes herein and in all other Financing Documents mean Sponsor only.

     “ Guarantor Financial Covenants ” means, (a) with respect to Sponsor, the covenants of Sponsor under Section 23 of the Recourse Liability Agreement and (b) with respect to the REIT, the covenants of the REIT under Section 5 of the Limited Payment Guaranty.

     “ Guaranty Collateral ” has the meaning set forth in Section 2.22 hereof.

     “ Guaranty Collateral Account ” has the meaning set forth in Section 2.22 hereof.

     “ Guaranty Collateral Amount ” means, as of any date of determination, the sum of (a) the Minimum Required Liquidity Amount as of such date, (b) the Property Leasing Guaranty Amount as of such date and (c) the Capital Repair Guaranty Amount as of such date.

     “ Guaranty Letter of Credit ” means an irrevocable and unconditional letter of credit (and any renewals, replacements and amendments thereof), issued by KeyBank (so long as KeyBank’s long-term unsecured debt is rated at least “BBB+” (or the equivalent) or better by S&P, Moody’s or Fitch), or another issuer whose long-term unsecured debt is rated at least “A” (or the equivalent) or better by S&P, Moody’s or Fitch, or which is otherwise reasonably acceptable to Agent, for the account of one or more Borrowers or Sponsor to and for the benefit

of Agent, which shall (a) be expressly transferable and assignable one or more times (and shall provide that any fees required to be paid in connection with a transfer or assignment shall be paid by Borrowers or Sponsor and not Agent), (b) be payable at sight upon presentment to a New York, New York area branch of the issuer of a sight draft accompanied by a signed statement that Agent is permitted to draw on said letter of credit pursuant to the terms of this Agreement or the other Financing Documents, (c) permit Agent to make multiple draws at Agent’s election, (d) have an expiration date no earlier than one (1) year from the date of issuance and provide that it shall automatically be renewed from year to year without further action on the part of any Person unless the issuer thereof notifies Agent in writing no less than forty-five (45) days prior to the expiration date, and (e) be otherwise in form and content reasonably acceptable to Agent.

     “ Hazardous Substances ” has the meaning set forth in the Environmental Indemnity.

     “ Identified Investment Accounts ” means, collectively, (a) with respect to the Initial Borrowing Base Properties, the investment accounts of Borrowers identified as such on Exhibit O attached hereto and (b) with respect to any other Borrowing Base Property, an investment account relating to such Borrowing Base Property that Agent reasonably agrees shall become an “Identified Investment Account”.

     “ Improvements ” has the meaning set forth in the Mortgages.

     “ Imputed Debt Service ” means, as of any date of determination, an amount equal to the aggregate amount of Interest that would have been paid for the period in question if the actual outstanding principal balance of the Loans as of such date, less the Additional Collateral Value as of such date, would bear Interest at a rate equal to eight percent (8.0%), in each case, calculated based on the actual number of days elapsed during such period and a year of 360 days, and determined on a trailing three (3) month basis (which three (3) month period shall correspond in length to the applicable three (3) month period which is the subject of the determination of Borrowing Base Net Operating Income for purposes of calculating the Debt Service Coverage Ratio to determine the applicable Imputed Loan Amount).

     “ Imputed Loan Amount ” means, as of any date of determination, the aggregate amount of Loans which, based on debt service payable on the basis of the Imputed Debt Service, would have resulted in a Debt Service Coverage Ratio of 1.35:1.0 as of such date.

     “ Indebtedness ” of any Person means, without duplication,

     (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind;

     (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments;

     (c) all obligations of such Person upon which interest charges are customarily paid;

     (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person;

     (e) all obligations of such Person in respect of the deferred purchase price of property (i.e., any obligations to pay any consideration after the acquisition of such property) or services;

     (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed;

     (g) all guarantees by such Person of Indebtedness of others;

     (h) all Capital Lease Obligations of such Person and obligations in respect of synthetic leases;

     (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty; and

     (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances.

The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

     “ Individual Vacancy Rate ” means, as of any date of determination, the ratio of (a) the amount of net rentable square feet (as defined in the definition of “Aggregate Vacancy Rate” set forth in Section 1.1 hereof) in each Borrowing Base Property which is not rented pursuant to a Space Lease which is then in effect such that no Credit Party is deriving income therefrom, to (b) the aggregate amount of all net rentable square feet (as defined in the definition of “Aggregate Vacancy Rate” set forth in Section 1.1 hereof) in such Borrowing Base Property.

     “ Initial Borrowing Base Properties ” means, collectively, the Alameda Property, the McKinnon Property and the North Clark Property.

     “ Initial Capital Repair Guaranty Amount ” has the meaning set forth in the Limited Payment Guaranty.

     “ Initial Interest Rate Protection Agreement ” means the Interest Rate Protection Agreement effective August 1, 2006 and entered into between HSH Nordbank, New York Branch and Sponsor in the notional amount of $185,000,000, as assigned by Sponsor to Borrowers pursuant to that certain novation agreement dated as of the Effective Date.

     “ Initial Limited Payment Guaranty ” means that certain Limited Payment Guaranty dated as of the Effective Date by the REIT in favor of Agent.

     “ Initial Loan ” means, collectively, the Loans made on the Effective Date; it being agreed and understood that the portion of the Initial Loan allocable to (a) the North Clark Property is $136,632,201, (b) the McKinnon Property is $15,302,806 and (c) Alameda Property is $33,064,993.

     “ Insolvency Proceeding ” means any proceeding commenced by or against any Person under any provision of the United States Bankruptcy Code, as in effect from time to time, or under any other state or federal bankruptcy or insolvency law, assignments for the benefit of creditors, or proceedings seeking reorganization, arrangement, or other similar relief.

     “ Insurance Policies ” means the policies of insurance required to be maintained pursuant to Exhibit T hereof.

     “ Interest ” means interest payable on the Loans at the LIBOR Rate or the Default Rate, as applicable.

     “ Interest Rate Protection Agreement ” means the Initial Interest Rate Protection Agreement and any other agreement with respect to an interest rate swap, swaption or other derivative arrangement acceptable to Agent, in each case, which conforms to the requirements set forth in Section 2.18 hereof, and the effect of which is to protect Borrowers from an increase in the rate of interest payable by Borrowers on Loans at the LIBOR Rate.

     “ Investment Package ” has the meaning set forth in Section 4.03(a) hereof.

     “ KeyBank ” means KeyBank National Association, a national banking association.

     “ KeyBank Guaranty Related Amendment ” has the meaning set forth in Section 2.22 hereof.

     “ KeyBank Revolving Credit Facility ” means that certain Credit Agreement dated as of September 9, 2005 among Sponsor, KeyBank, Commerzbank AG, New York and Cayman Islands Branches, LaSalle Bank National Association, Sovereign Bank, Wachovia Bank National Association and any lender party thereto, and any renewal, refinancing, increase, amendment or replacement of the revolving credit facility evidenced thereby in accordance with Section 6.16 hereof.

     “ Lease Termination Account ” has the meaning set forth in Section 2.21 hereof.

     “ Lease Termination Payments ” means any amounts received by or on behalf of any Borrower in connection with any termination, cancellation or surrender of any Space Lease, whether occurring as a result of a default by a Tenant under the applicable Space Lease, by agreement of a Borrower or Manager and such Tenant, by the terms of the applicable Space Lease, in connection with any bankruptcy or other insolvency proceeding of such Tenant, or otherwise.

     “ Leasing Commissions and Tenant Improvement Costs ” means, with respect to any portion of a Borrowing Base Property, (a) leasing brokerage commissions, (b) tenant improvement allowances, and (c) costs of any renovation or other tenant improvement work, in

each case, which (i) a Borrower is obligated to pay in connection with the leasing of such portion of such Borrowing Base Property pursuant to the applicable Space Lease, (ii) have been incurred in the ordinary course of business by such Borrower and (iii) are customarily incurred by landlords with respect to commercial leases in buildings which are of a Comparable Building Standard.

     “ Legal Requirements ” means all laws, ordinances, rules, regulations, codes, orders and directives of any Governmental Authority, including all applicable licenses, building codes, rent stabilization laws, zoning and subdivision ordinances, flood disaster, health and Environmental Laws, and Accessibility Laws.

     “ Lender ” and “ Lenders ” have the meanings set forth in the first paragraph hereof.

     “ Lender Interest Rate Protection Agreement ” means the Initial Interest Rate Protection Agreement and any other Interest Rate Protection Agreement to which (a) any Borrower and Agent or any Affiliate of Agent are parties in the event that such Borrower and Agent or such Agent’s Affiliate elect to enter into an Interest Rate Protection Agreement or (b) if Agent or such Agent’s Affiliate shall have elected not to enter into an Interest Rate Protection Agreement then, with the consent of Agent, any Borrower and any Lender or any Affiliate of any Lender are parties in the event that such Borrower and such Lender or such Lender’s Affiliate elect to enter into an Interest Rate Protection Agreement.

     “ LIBOR ” means (a) the London Interbank Offered rate for Dollar deposits in an amount comparable to the applicable Borrowing with respect to which the applicable LIBOR Rate is being determined as appearing on Associated Press-Dow Jones Telerate Service Page 3750 (formerly known as Telerate display page 3750) (or such other page as may replace Page 3750 on that service or such other service as may be nominated by the British Bankers’ Association as the information vendor for the purpose of displaying British Bankers’ Association Interest Settlement Rates for Dollar deposits) at approximately 11:00 a.m. London time (or as soon thereafter as practicable) on the date two (2) LIBOR Banking Days prior to the first day of the applicable LIBOR Rate Period and with respect to which LIBOR is being determined for a time period equal to, or if no equal time period is so appearing on Associated Press-Dow Jones Telerate Service Page 3750 (or substitute thereof as aforesaid), the time period so appearing which is most approximately equal to such LIBOR Rate Period; or (b) if such method for determining LIBOR shall not be available, the rate per annum (rounded upwards, if necessary, to the nearest 1/1000 of 1%) quoted by Agent’s principal London, England office at approximately 11:00 a.m. London time (or as soon thereafter as practicable) on the date two (2) LIBOR Banking Days prior to the first day of the LIBOR Rate Period for the offering by Agent’s principal London, England office to leading banks in the London interbank market of Dollar deposits having a term comparable to such LIBOR Rate Period and in an amount comparable to the principal balance of the Borrowing with respect to which the applicable LIBOR Rate is being determined.

     “ LIBOR Banking Day ” means any Business Day on which dealings in deposits in Dollars are transacted in the London interbank market and banks are also open for business in London, England.

     “ LIBOR Rate ” means, with respect to each Loan, at any time, an interest rate per annum equal to the sum of (a) the applicable LIBOR for such Loan, plus (b) the then Applicable Margin.

     “ LIBOR Rate Period ” means, with respect to any Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one (1) month thereafter (or such shorter period to which the Agent and Borrowers may agree); provided , that (a) if any LIBOR Rate Period would end on a day other than a LIBOR Banking Day, such LIBOR Rate Period shall be extended to the next succeeding LIBOR Banking Day unless the result of such extension would be to carry such LIBOR Rate Period over into another calendar month, in which event such LIBOR Rate Period shall end on the immediately preceding LIBOR Banking Day and (b) if any LIBOR Rate Period relating to a Loan would otherwise end after the Maturity Date for such Loan (including as a result of the foregoing clause (a) ), then such LIBOR Rate period shall end on the Maturity Date for such Loan. For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

     “ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

     “ Limited Payment Guaranty ” means the Initial Limited Payment Guaranty, or in the event that a Substitute Limited Payment Guaranty shall be entered into by Sponsor and the Initial Limited Payment Guaranty shall be terminated in accordance with Section 2.22 hereof, the Substitute Limited Payment Guaranty only.

     “ Loan Fee Letter ” means that certain letter dated as of the Effective Date among Agent and Borrowers pertaining to fees payable with respect to the Loan.

     “ Loan-to-Value Ratio ” means, as of any date of determination thereof, the ratio (expressed as a percentage) of (a) the aggregate outstanding principal balance of the Loans as of such date, less the Additional Collateral Value as of such date, to (b) the Appraised Value of the Borrowing Base Properties.

     “ Loan Year ” means the period commencing on the Effective Date and ending on the first (1st) anniversary of the Effective Date, and every twelve (12) month period thereafter during the Term.

     “ Loans ” means the loans made by the Lenders to Borrowers pursuant to this Agreement.

     “ LTV Deficiency Amount ” has the meaning set forth in Section 5.24 hereof.

     “ LTV Due Date ” has the meaning set forth in Section 5.24 hereof.

     “ Majority Lenders ” means, at any time, the Lenders whose Commitments represent at least fifty one percent (51%) of the aggregate of all Commitments (excluding Defaulting Lenders and the Commitments of any Defaulting Lender), or if the Commitments have been terminated irrevocably, the Lenders holding at least fifty one percent (51%) of the Obligations then outstanding (excluding Defaulting Lenders and Obligations owing to any Defaulting Lender).

     “ Management Agreement ” means a written agreement between any Borrower and a Manager entered into in accordance with this Agreement and pursuant to which a Manager undertakes the management of a Property, and any and all amendments and modifications thereof and all restatements thereto entered into in accordance with this Agreement.

     “ Manager ” means Hines Interests Limited Partnership or another property management company engaged by any Borrower and satisfactory to Agent.

     “ Manager’s Cooperation Agreement ” means an agreement between Agent and the applicable Manager, and consented and agreed to by the applicable Borrower with respect to each Borrowing Base Property, substantially in the form annexed hereto as Exhibit J .

     “ Margin Stock ” has the meaning assigned to such term in Regulation U.

     “ Material Adverse Effect ” means a material adverse effect on (a) the business, assets, operations or condition, financial or otherwise, of any Credit Party, taken individually, or the Credit Parties, taken as a whole, (b) the ability of any Credit Party, taken individually, or the Credit Parties, taken as a whole, to perform in all material respects any of their obligations under this Agreement and the other Financing Documents, (c) the ability of Guarantor to comply with the Guarantor Financial Covenants, (d) the rights of or benefits available to the Lenders or Agent under this Agreement and the other Financing Documents, taken as a whole, (e) the ownership, operation, use or value of any Borrowing Base Property or (f) Agent’s Liens on any of the Borrowing Base Properties, the Cash Management Accounts or other material portion of the Collateral or the priority of any such Lien.

     “ Material Indebtedness ” means, as of any date of determination, (a) Indebtedness (other than the Loans) of the Borrowers in an aggregate principal amount exceeding two percent (2%) of the then aggregate outstanding principal amount of the Loans, or (b) obligations under any Interest Rate Protection Agreement.

     “ Material Operating Agreements ” means (a) the Operating Agreements set forth on Exhibit N attached hereto and pertaining to the Initial Borrowing Base Properties, together with any contracts or agreements entered into in replacement thereof or substitution therefor, and (b) any other Operating Agreement entered into after the Effective Date by a Borrower or Manager with respect to a Borrowing Base Property, which has a noncancellable term which exceeds one (1) year in length.

     “ Material Taking ” means a Taking (a) of any portion of a Borrowing Base Property unless the portion so taken constitutes less than fifteen percent (15%) of the land constituting the applicable Borrowing Base Property, such land is located along the perimeter or periphery of the applicable Borrowing Base Property or otherwise does not affect any material

portion of the Improvements, or (b) of such portion of applicable Borrowing Base Property or such property which when so taken would, in Agent’s reasonable determination, leave remaining a balance of the applicable Borrowing Base Property (and, if applicable, such other property) which, due to the amount and/or nature of the area so taken and/or the location of the area taken in relation to the area not so taken, would not, under economic conditions, applicable zoning laws, building regulations and the requirements of this Agreement and the Permitted Encumbrances permit the Restoration of the applicable Borrowing Base Property.

     “ Maturity Date ” means (a) with respect to each Five Year Loan, the fifth (5th) anniversary of the date that such Loan was advanced pursuant to this Agreement, (b) with respect to each Seven Year Loan, the seventh (7th) anniversary of the date that such Loan was advanced pursuant to this Agreement, and (c) with respect to each Ten Year Loan, the tenth (10th) anniversary of the date that such Loan was advanced pursuant to this Agreement, or, in each case, such earlier date as the entire principal amount of the Loans shall become due and payable by acceleration or otherwise. Notwithstanding the foregoing, in no event shall a “ Maturity Date ” occur after the Facility Maturity Date.

     “ Maximum Loan Amount ” means $500,000,000, as such amount may be reduced pursuant to Section 2.06(a) or (b) hereof.

     “ McKinnon LP ” has the meaning set forth in the first paragraph hereof.

     “ McKinnon Property ” means that certain real property and McKinnon LP’s right, title and interest in and to the improvements located thereon located at 3100 McKinnon Street, Dallas, Texas, which real property is more commonly known as Citymark, Dallas, Texas, as more particularly described in Exhibit A-2 attached hereto, together with all related facilities, amenities, fixtures, and personal property owned by McKinnon LP and any right, title and interest of McKinnon LP in and to any other improvements now or hereafter located thereon.

     “ Minimum Required Liquidity Amount ” has the meaning set forth in the Limited Payment Guaranty.

     “ Moody’s ” means Moody’s Investors Service, Inc.

     “ Mortgaged Property ” shall have the meaning set forth in each Mortgage.

     “ Mortgages ” means, collectively, (a) those certain mortgages described on Exhibit W attached hereto and (b) any of the mortgages, deeds of trust, deeds to secure debt and assignments of leases and rents executed and delivered by any Borrower after the Effective Date to or for the benefit of Agent by which Agent, on behalf of the Lenders, acquires a Lien on real estate, in the form annexed hereto as Exhibit K , and all amendments, modifications and supplements thereto; provided , however , that the form annexed hereto as Exhibit K may be modified as reasonably determined by Agent to include provisions customarily included in mortgages, deeds of trust and deeds to secure debt used by institutional lenders for similar properties in the state where the applicable Borrowing Base Property is located; provided , further , that , the principal amount secured by each Mortgage shall be equal to the Maximum Loan Amount unless the Borrowing Base Property which is to be encumbered by such Mortgage is located in a State that imposes any mortgage recording tax, intangibles tax or other similar

taxes or fees which would result in a cost to record such Mortgage in excess of $20,000.00, in which case the principal amount to be secured under such Mortgage shall be equal to one hundred percent (100%) of the Appraised Value of such Borrowing Base Property.

     “ Multiemployer Plan ” means any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA) subject to Title IV of ERISA, (i) to which any Borrower or any ERISA Affiliate is making or accruing an obligation to make contributions, or (ii) with respect to which any Borrower or any ERISA Affiliate could be subjected to any liability under Title IV of ERISA.

     “ Net Proceeds ” means the amount of all insurance proceeds paid pursuant to any Insurance Policy as the result of a Casualty, after deduction of the costs and expenses (including fees of any insurance consultant or adjuster and reasonable attorneys’ fees and disbursements), if any, incurred in collecting the same.

     “ Net Restoration Award ” means the amount of all awards and payments received on account of a Taking, after deduction of the costs and expenses (including reasonable attorneys’ fees and disbursements), if any, incurred in collecting the same.

     “ North Clark LLC ” has the meaning set forth in the first paragraph hereof.

     “ North Clark Property ” means that certain real property and North Clark LLC’s right, title and interest in and to the improvements located thereon located at 321 North Clark Street, Chicago, Illinois, which real property is more particularly described in Exhibit A-3 attached hereto, together with all related facilities, amenities, fixtures, and personal property owned by North Clark LLC and any right, title and interest of North Clark LP in and to any other improvements now or hereafter located there.

     “ Note ” means, collectively, one or more Promissory Notes dated as of the Effective Date made by Borrowers in favor of Agent in the principal amount of $500,000,000, together with any replacements or substitutes therefor.

     “ Obligations ” means, collectively, (a) all present and future loans, advances, liabilities, obligations, covenants, duties, and debts owing by the Credit Parties to Agent and/or any Lender, arising under or pursuant to this Agreement or any of the other Financing Documents, whether or not evidenced by any note, or other instrument or document, whether arising from an extension of credit, opening of a letter of credit, acceptance, loan, guaranty, indemnification or otherwise, whether direct or indirect, absolute or contingent, due or to become due, primary or secondary, as principal or guarantor, and including all principal, Interest, charges, expenses, fees, attorneys’ fees, filing fees and any other sums chargeable to any Borrower or Guarantor hereunder or under any of the other Financing Documents and (b) all present and future debts, liabilities and obligations now or hereafter arising from or in connection with Lender Interest Rate Protection Agreements.

     “ Operating Account ” means any account to be established by any Borrower at Agent or another bank or financial institution reasonably acceptable to Agent into which sums are required to be deposited pursuant to Section 2.19 hereof.

     “ Operating Agreements ” means, collectively, all agreements entered into by any Borrower or by another Person, including Manager, on behalf of any Borrower which relate to the ownership, operation or maintenance of a Borrowing Base Property or which relate to or govern any Borrower’s use of and rights in personal property, or any portion thereof. “Operating Agreements” do not include the Management Agreements and the Space Leases.

     “ Participant ” has the meaning set forth in Section 9.05 hereof.

     “ Patriot Act ” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as the same may be amended from time to time, and corresponding provisions of future laws.

     “ PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

     “ Permitted Encumbrances ” means:

     (a) Liens imposed by law for taxes, assessments and governmental charges or levies that are not yet due or are being contested in compliance with Section 5.08 hereof;

     (b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than forty five (45) days or that are being contested in compliance with Section 5.08 hereof;

     (c) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations or letters of credit or guarantees issued in respect thereof;

     (d) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business or letters of credit or guarantees issued in respect thereof;

     (e) easements, zoning restrictions, rights-of-way and similar encumbrances on real property (i) imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of a Borrower or (ii) in the case of any real property subject to a Mortgage, encumbrances disclosed in the title insurance policy issued to, and approved by, Agent; and

     (f) Space Leases existing as of the Closing Date (or with respect to any Borrowing Base Property which is not an Initial Borrowing Base Property, Space Leases existing as of the date that such Borrowing Base Property is added as a Borrowing Base Property) or entered into thereafter in accordance with this Agreement and the other Financing Documents;

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.

     “ Permitted Forward Swap Agreement ” has the meaning set forth in Section 2.18(b) hereof.

     “ Permitted Indebtedness ” means any (a) of the Obligations, (b) incidental indemnity and hold harmless agreements under agreements entered into by any Borrower in accordance with this Agreement, (c) trade debt and accounts payable incurred by Borrowers in the ordinary course of business which are unsecured and paid within ninety (90) days of the date incurred, (d) conditional sales contracts and purchase money financing for equipment and other items of tangible personal property, in each case, incurred by Borrowers in the ordinary course of business, (e) Capital Lease Obligations of Borrowers, (f) payments of Ground Rent then due and payable, and (g) Leasing Commissions and Tenant Improvement Costs.

     “ Permitted Investments ” means:

     (a) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within one (1) year from the date of acquisition thereof;

     (b) investments in commercial paper maturing within two hundred and seventy (270) days from the date of acquisition thereof and having, at such date of acquisition, the highest credit rating obtainable from S&P or from Moody’s;

     (c) investments in certificates of deposit, banker’s acceptances and time deposits maturing within one hundred eighty (180) days from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, any domestic office of any commercial bank organized under the laws of the United States of America or any State thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000;

     (d) investments in money market mutual funds having portfolio assets in excess of $5,000,000,000, that comply with the criteria set forth in Securities and Exchange Commission Rule 2a-7 under the Investment Company Act of 1940 and are rated AAA by S&P and Aaa by Moody’s;

     (e) fully collateralized repurchase agreements with a term of not more than thirty (30) days for securities described in clause (a) above and entered into with a financial institution satisfying the criteria described in clause (c) above;

     (f) securities with maturities of one (1) year or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States of America, or any political subdivision or taxing authority thereof, and rated at least A by S&P or Moody’s; and

     (g) with respect to any Person organized or conducting operations outside of the United States, investments denominated in the currency of the jurisdiction in which such Person is organized or conducting business which are similar to the items specified in clauses (a) through (f) above (other than the nationality of the governmental or non-governmental issuer or counterparty involved).

     “ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

     “ Plan ” means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which any Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

     “ Premises Documents ” has the meaning set forth in the Mortgages.

     “ Prepayment Fee ” means, with respect to any prepayment or repayment, whether by reason of an Event of Default or otherwise, as applicable, of a Loan:

     (a) with respect to any Five Year Loan, (i) four tenths of one percent (.40%) of the amount of such prepayment or repayment if such prepayment or repayment is made during the period commencing on the date that such Five Year Loan is advanced and ending on the second (2nd) anniversary of the date that such Five Year Loan is advanced, (ii) fifteen one-hundredths of one percent (.15%) of the amount of such prepayment or repayment if such prepayment or repayment is made during the period commencing on the day immediately succeeding the second (2nd) anniversary of the date that such Five Year Loan is advanced and ending on the third (3rd) anniversary of the date that such Five Year Loan is advanced and (iii) thereafter zero percent (0%) of the amount of such prepayment;

     (b) with respect to any Seven Year Loan, (i) four tenths of one percent (.40%) of the amount of such prepayment or repayment if such prepayment or repayment is made during the period commencing on the date that such Seven Year Loan is advanced and ending on the third (3rd) anniversary of the date that such Seven Year Loan is advanced, (ii) fifteen one-hundredths of one percent (.15%) of the amount of such prepayment or repayment if such prepayment or repayment is made during the period commencing on the day immediately succeeding the third (3rd) anniversary of the date that such Seven Year Loan is advanced and ending on the fourth (4th) anniversary of the date that such Seven Year Loan is advanced and (iii) thereafter zero percent (0%) of the amount of such prepayment; and

     (c) with respect to any Ten Year Loan, (i) four tenths of one percent (.40%) of the amount of such prepayment or repayment if such prepayment or repayment is made during the period commencing on the date that such Ten Year Loan is advanced and ending on the fourth (4th) anniversary of the date that such Ten Year Loan is advanced, (ii) fifteen one-hundredths of one percent (.15%) of the amount of such

prepayment or repayment if such prepayment or repayment is made during the period commencing on the day immediately succeeding the fourth (4th) anniversary of the date that such Ten Year Loan is advanced and ending on the fifth (5th) anniversary of the date that such Ten Year Loan is advanced and (iii) thereafter zero percent (0%) of the amount of such prepayment;

provided , however , notwithstanding the foregoing or any other provision of this Agreement to the contrary, there shall be no Prepayment Fee with respect to any prepayment or repayment of a Loan which is made pursuant to Sections 5.22 , 5.23 or 5.24 hereof.

     “ Pro Rata Share ” means with respect to all matters relating to any Lender, the percentage obtained by dividing (a) the Commitment of such Lender by (b) the aggregate Commitment of all the Lenders, in each case as of the date of determination.

     “ Property ” means an office building property (specifically including land, building, improvements, furniture, fixtures, equipment and all related personal property used or useful in connection with such property) (or such other real estate asset class approved by Agent as being eligible to be a Borrowing Base Property) owned by any Borrower or in which any Borrower holds a long term ground leasehold estate. A “ Property ” may be a prospective Borrowing Base Property, a Borrowing Base Property or a former Borrowing Base Property, as the context indicates.

     “ Property Leasing Guaranty Amount ” has the meaning set forth in Section 2.22 hereof.

     “ Property Owner ” means, with respect to any Property, the fee owner of or the holder of a long-term ground leasehold estate in such Property. A “ Property Owner ” may be the fee or leasehold owner of a prospective Borrowing Base Property, a Borrowing Base Property or a former Borrowing Base Property, as the context indicates.

     “ Proposed Addition Date ” has the meaning set forth in Section 4.03(a) hereof.

     “ Proposed Removal Date ” has the meaning set forth in Section 4.04 hereof.

     “ Qualified Counterparty ” means any Lender or any other financial institution whose senior long term debt is rated A or better by S&P, A2 or better by Moody’s, or equivalent rating by Fitch or other nationally recognized rating agency, and which is otherwise confirmed in writing by Agent as being reasonably acceptable to Agent.

     “ REA ” means any reciprocal easement agreement, easement and operating agreement, parking agreements or any other similar agreement in effect with respect to any Borrowing Base Property which is recorded or filed of record against such Borrowing Base Property. For the avoidance of doubt, without limiting any other agreements which would constitute an “REA”, (a) that certain Easement and Operating Agreement, dated as of January 14, 1986, and recorded on January 21, 1986 as Document number 86025944 between North Clark LLC (as successor-in-interest) and THR Chicago LLC (as successor-in-interest) and (b) that certain the Parking Agreement, dated as of January 14, 1986, and recorded on January 21,

1986 as Document number 86025945 between North Clark LLC (as successor-in-interest) and THR Chicago LLC (as successor-in-interest), are each an “REA” hereunder.

     “ Real Estate Investment Trust ” means a “real estate investment trust,” as such term is defined in Section 856 of the Code.

     “ Recourse Liability Agreement ” means that certain Recourse Liability Agreement dated the Effective Date and provided by the Credit Parties for the benefit of Agent and Lenders.

     “ Recourse Liability Events ” means, collectively, any or all of the following:

     (a) fraud or willful misconduct on the part of any Borrower, Guarantor or any Affiliate of any such Person which relates to or arises out of the Loan, any Borrowing Base Property, any Credit Party or any Financing Document;

     (b) a breach of a material representation or warranty contained in any Financing Document on the part of any Borrower or Guarantor;

     (c) appropriation or application of Loan proceeds, Space Lease Rents or other revenue, income and other profits arising from the Borrowing Base Properties, insurance proceeds, condemnation awards, security deposits, sums payable pursuant to any Interest Rate Protection Agreement or proceeds of the disposition of all or any portion of the Collateral in contravention of this Agreement or any other Financing Document, including a breach by any Borrower of Section 2.17 hereof, including the failure of Borrowers to deposit within one (1) Business Day following Agent’s notice to Borrowers of the occurrence of an Event of Default (i) cash Security Deposits into the Tenant Security Account in accordance with Section 2.19(a) hereof and (ii) sums held in any Identified Investment Account in accordance with Section 2.17(f) hereof;

     (d) Restricted Payments made in contravention of Section 6.05 hereof;

     (e) physical waste of any Borrowing Base Property or any part thereof;

     (f) any sale or other disposition of any Borrowing Base Property in contravention of this Agreement or any other Financing Document;

     (g) the incurrence of any Indebtedness, whether secured or unsecured, in contravention of this Agreement or any other Financing Document; and

     (h) the occurrence of an Event of Default pursuant to clause (h) of Article VII hereof or the occurrence of a Default or an Event of Default pursuant to clause (g) of Article VII as a result of an action taken by any Borrower, Guarantor or any Affiliate thereof in any actual or prospective proceeding described in said clause (g) in collusion with another Person.

     “ Register ” has the meaning set forth in Section 9.05 hereof.

     “ Regulation T ” means Regulation T of the Board, as the same is from time to time in effect, and all official rulings and interpretations thereunder or thereof.

     “ Regulation U ” means Regulation U of the Board, as the same is from time to time in effect, and all official rulings and interpretations thereunder or thereof.

     “ Regulation X ” means Regulation X of the Board, as the same is from time to time in effect, and all official rulings and interpretations thereunder or thereof.

     “ REIT ” means Hines Real Estate Investment Trust, Inc., a Maryland corporation.

     “ Related Parties ” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person’s Affiliates.

     “ Release ” means any discharge, emission or release, including a Release as defined in CERCLA at 42 U.S.C. Section 9601(22). The term “ Released ” has a corresponding meaning.

     “ Release Conditions ” has the meaning set forth in Section 5.20(d)(i) hereof.

     “ Rent Roll ” has the meaning set forth in Section 3.18 hereof.

     “ Required Lenders ” means, at any time, the Lenders whose Commitments represent at least sixty-six and two-thirds percent (66 2/3%) of the aggregate of all Commitments (excluding Defaulting Lenders and the Commitments of any Defaulting Lender), or if the Commitments have been terminated irrevocably, the Lenders holding at least sixty-six and two-thirds percent (66 2/3%) of the Obligations then outstanding (excluding Defaulting Lenders and Obligations owing to any Defaulting Lender).

     “ Restoration ” means in case of a Casualty or a Taking, the restoration, replacement or rebuilding of the portion of a Borrowing Base Property affected by the Casualty or Taking such that when such restoration, replacement or rebuilding is completed, the applicable Borrowing Base Property shall have been restored, in the case of any Casualty, substantially to the same character and condition as prior to such Casualty, and in the case of any Taking, to an integral unit as substantially similar as possible, taking into account the extent of the Taking, to the character and condition of the applicable Borrowing Base Property prior to such Taking, in each case in accordance with this Agreement, all Legal Requirements, the Permitted Encumbrances, and to the extent any alterations or additions were made in compliance with this Agreement, with any such alterations or additions. In any case, Restoration shall (i) provide substantially the same (but in no case less than what is required by Legal Requirements and the Permitted Encumbrances) amount and type of, and rights with respect to, utilities and parking spaces applicable to the applicable Borrowing Base Property as existed prior to such Casualty or Taking, (ii) provide sufficient (in Agent’s reasonable determination) access across and over the applicable Borrowing Base Property to the public roads and highways, and (iii) be such that the Loan-to-Value Ratio, when such Borrowing Base Property is so restored, together with the amount of any Net Proceeds or Net Restoration Awards received by Agent and

applied in repayment of the principal amount of the Loans, shall be equal to or less than fifty five percent (55%).

     “ Restricted Payment ” means any dividend or other distribution (whether in cash securities or other property) with respect to any Equity Interests in any Borrower, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests or any option, warrant or other right to acquire any such Equity Interests.

     “ S&P ” means Standard and Poor’s Ratings Group.

     “ Security Agreements ” means the Mortgages, and all other security agreements now or hereafter executed by any Borrower to secure the Obligations, in form, scope and substance satisfactory to Agent.

     “ Security Deposits ” has the meaning set forth in Section 2.19(a) hereof.

     “ Security Documents ” means the Security Agreements, the Assignments of Agreements, Assignments of Leases and Rents, the Account Agreements, all uniform commercial code financing statements and all other Financing Documents that secure the Obligations.

     “ Security Interests ” means the security interests in the Collateral granted under the Security Agreements, the Liens granted under the Mortgages and all other security interests and liens granted under the other Security Documents.

     “ Seven Year Loan ” means a Loan which Borrowers have elected in the Borrowing Request for such Loan to have a Maturity Date of seven (7) years from the date that such Loan was advanced pursuant to this Agreement, or such earlier date as the entire principal amount of the Loans shall become due and payable by acceleration or otherwise.

     “ Single Purpose Bankruptcy Remote Entity ” has the meaning set forth in Exhibit U attached hereto.

     “ Solvent ” means, with respect to any Person on a particular date, that such Person is not insolvent (as such term is defined in the Uniform Fraudulent Transfer Act).

     “ Space Lease ” or “ Space Leases ” means any and all leases, subleases, licenses, concessions and other agreements related to the occupancy of any portion of any Borrowing Base Property now or hereafter entered into by or on behalf of the applicable Borrower or its predecessors in title thereto, together with any and all extensions and renewals thereof.

     “ Space Lease Letter of Credit ” means Tenant Security Deposits in the form of letters of credit.

     “ Space Lease Rents ” means all sums payable pursuant to any Space Lease in the nature of “rent”, “fixed rent”, “base rent”, “additional rent”, “percentage rent”, “common area

maintenance or administrative charges”, “real estate taxes”, “insurance premiums”, or otherwise with respect to the use and occupancy of all or any portion of the Borrowing Base Property encumbered by such Space Lease.

     “ Specified Substitution Date ” has the meaning set forth in Section 2.22 hereof.

     “ Sponsor ” has the meaning set forth in the first paragraph hereof.

     “ Subsidiary ” or “ subsidiary ” means, with respect to any Person (the “ parent ”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than fifty percent (50%) of the equity or more than fifty percent (50%) of the ordinary voting power or, in the case of a partnership, more than fifty percent (50%) of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. Unless the context otherwise clearly requires, references herein to a “Subsidiary” refer to a Subsidiary of a Borrower.

     “ Substitute Limited Payment Guaranty ” has the meaning set forth in Section 2.22 hereof.

     “ Successor Agent Requirements ” has the meaning set forth in Section 8.09 hereof.

     “ Survey ” means, for each Property, an as-built ALTA/ASCM survey of such Property in form and substance and prepared by a surveyor reasonably acceptable to Agent, which shall include such certifications in favor of Agent and the applicable title company as Agent shall reasonably request.

     “ Swap Rate ” means the sum of (a) the swap rate displayed on Bloomberg (adjusted to reflect monthly compounding on an actual 360 day basis) for a period comparable to the applicable LIBOR Rate Period and corresponding to the term of the applicable Interest Rate Protection Agreement, as determined by Agent (and if there is no swap rate given for such LIBOR Rate Period, Agent shall interpolate such swap rate based on the swap rates provided for the periods closest to such LIBOR Rate Period), plus (ii) the Commercial Spread.

     “ Taking ” means any temporary or permanent taking by any Governmental Authority of any Borrowing Base Property or any part thereof through eminent domain or other proceedings or by any settlement or compromise of such proceedings, or any voluntary conveyance of such property or any part thereof during the pendency of any such proceedings.

     “ Taxes ” means any and all present or future taxes, levies, imposts, duties, deductions, filings, charges, withholdings or other fees imposed by any Governmental Authority.

     “ Ten Year Loan ” means a Loan which Borrowers have elected in the Borrowing Request for such Loan to have a Maturity Date of ten (10) years from the date that such Loan was advanced pursuant to this Agreement, or such earlier date as the entire principal amount of the Loans shall become due and payable by acceleration or otherwise.

     “ Tenant ” means a tenant, subtenant, licensee, concession holder or other Person having the right to use or occupy all or any portion of any Borrowing Base Property pursuant to a Space Lease.

     “ Tenant Security Account ” has the meaning set forth in Section 2.19 hereof.

     “ Term ” means, with respect to any Loan, the period commencing on the Effective Date and ending on the Maturity Date for such Loan.

     “ Testing Determination Date ” means the last day of the calendar quarter with respect to which a certificate required pursuant to Section 5.01(h) hereof was then most recently required to be delivered, or as otherwise provided herein.

     “ Title Continuation ” means an endorsement to a Title Insurance Policy indicating that, since the issuance of such Title Insurance Policy, there has been no change in the state of title to the applicable Property and no Liens or survey exceptions not theretofore approved by Agent as provided herein, which notice or endorsements shall contain no exception for inchoate mechanic’s liens and shall have the effect of continuing such Title Insurance Policy to the date of such endorsement and increasing the Title Insurance Policy to the Allocated Title Amount, after giving effect to any additional Loans made with respect to such Property.

     “ Title Insurance Policy ” means, with respect to any Property, a paid title insurance policy (including all Title Continuations, any other endorsements thereto and facultative reinsurance agreements issued in connection therewith), insuring Agent that the Mortgage in respect of such Property is a valid first lien on the “Mortgaged Property” (as defined in such Mortgage) containing no exceptions to coverage other than Permitted Encumbrances and which Title Insurance Policy shall (a) be in an amount equal to the Allocated Title Amount for such Property, (b) contain (i) no exception for mechanics’ or materialmen’s liens, (ii) no survey exceptions other than those reasonably approved by Agent, and (iii) to the extent available under the applicable Legal Requirements relating to title insurance, such affirmative insurance and endorsements (including tie-in endorsements) as Agent shall reasonably require, (c) be reinsured pursuant to ALTA 1994 facultative form agreements with direct access in the same manner and, with the same title insurance companies reinsuring the same percentages, as set forth in the Title Insurance Policies for the Initial Borrowing Base Properties and (d) otherwise be in form and substance reasonably satisfactory to Agent.

     “ Total Commitments ” means at any time the aggregate amount of the Commitments of all Lenders. In no event shall the Total Commitments exceed the Maximum Loan Amount.

     “ Transactions ” means the execution, delivery and performance by Borrowers and the other Credit Parties of this Agreement and the other Financing Documents, the borrowing of Loans and the use of the proceeds thereof.

     “ Transfer ” means, with respect to any Person, (a) the conveyance, transfer, assignment, liquidation, disposition, pledge, mortgage, hypothecation, encumbrance or sale, by operation of law or otherwise by such Person of (i) the Collateral, or any part thereof or interest therein, or (ii) a direct or indirect equity or beneficial ownership interest in another Person, (b) the leasing of all or substantially all of any Borrowing Base Property (other than pursuant to a Space Lease), or (c) any change in the composition or form of business association or any modification of any of the organizational documents of such Person which would result in a Change in Control.

     “ Withdrawal Liability ” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

     SECTION 1.02. Terms Generally . In this Agreement and in any Financing Documents, (a) the definitions of terms herein and therein shall apply equally to the singular and plural forms of the terms defined, (b) whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms, (c) the words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”, (d) the word “will” shall be construed to have the same meaning and effect as the word “shall” and (e) unless the context requires otherwise (i) any definition of or reference to any Financing Document, agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, extended, supplemented, consolidated, severed, partially released, substituted, renewed or otherwise modified (subject to any restrictions thereon set forth herein), (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (iii) the words “herein”, “hereof’ and “hereunder”, and words of similar import, shall be construed to refer to this Agreement or such Financing Document, respectively, in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement or such Financing Document, respectively, and (v) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

     SECTION 1.03. Accounting Terms; GAAP . Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if Borrowers notify Agent that Borrowers request an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if Agent notifies Borrowers that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. In calculating compliance with any of the financial covenants (and related definitions), any amounts taken into account in making such calculations that were paid, incurred

or accrued in violation of any provision of this Agreement shall be added back or deducted, as applicable, in order to determine compliance with such covenants.

ARTICLE II

     SECTION 2.01. Commitments . Subject to the terms and conditions set forth herein, each Lender severally agrees to make Loans to Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (a) such Lender’s Credit Exposure exceeding such Lender’s Commitment and (b) the aggregate Credit Exposures exceeding the Borrowing Base Loan Amount; provided , that , Lenders shall not be obligated to make more than two (2) Loans in any calendar month. The Loans shall be evidenced by the Note, being one or more promissory notes in an aggregate maximum principal amount of the Maximum Loan Amount. Interest and Additional Interest, if any, shall be payable in accordance with the terms of the Note and this Agreement. The Loan shall be repaid with Interest, Additional Interest, costs, fees and charges as more particularly set forth in this Agreement, the Note, the Mortgages and the other Financing Documents. The Loans are not “revolving” and any portion of principal which is prepaid or repaid for any reason may not be reborrowed.

     SECTION 2.02. Loans and Borrowings .

     (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required hereunder.

     (b) Each Lender at its option may make any Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of Borrowers to repay such Loan in accordance with the terms of this Agreement.

     (c) At the commencement of each LIBOR Rate Period for any Borrowing, such Borrowing shall be not less than $1,000,000. In no event shall there more than a total of ten (10) Borrowings outstanding at any time.

     (d) The Initial Loan shall be a Ten Year Loan. Each Loan made thereafter shall be either a Five Year Loan, a Seven Year Loan or a Ten Year Loan, in each case, as designated by Borrowers in a Borrowing Request delivered pursuant to Section 2.03 hereof.

     SECTION 2.03. Requests for Borrowings . To request a Borrowing, Borrowers shall notify Agent of such request by delivery to Agent of a Borrowing Request not later than 2:00 p.m., New York City time, three (3) Business Days before the date of the proposed Borrowing. Each such Borrowing Request shall be in a form approved by Agent and signed by Borrowers and shall be revocable until one (1) Business Day prior to the date of the requested Borrowing, but shall thereafter be irrevocable; provided , however , in the event of any such revocation, Borrowers shall be responsible for any losses, costs or other expenses incurred

by Agent or any Lenders in liquidating or redeploying deposits or other funds acquired by Agent or such Lender to fund the applicable Borrowing and any overdraft, processing or other reasonable costs (including reasonable attorney’s fees) incurred by Agent or any Lender as a result of such revocation. Each Borrowing Request shall specify the following information in compliance with Section 2.02 hereof:

     (a) the aggregate amount of the requested Borrowing;

     (b) the date of such Borrowing, which shall be a LIBOR Banking Day which is also a Business Day;

     (c) whether the Loan proposed to be advanced with respect to such Borrowing shall be a Five Year Loan, a Seven Year Loan or a Ten Year Loan;

     (d) the Borrowing Base Property with respect to which the Loan is being made; provided , that, in the event more than one Borrowing Base Property is the subject of such Loan, the allocation of such Loan among such Borrowing Base Properties; and

     (e) the location and number of the applicable Borrower’s (or Borrowers’) account into which funds relating to such Borrowing shall be disbursed and which shall comply with the requirements of Section 2.04 hereof.

Promptly following receipt of a Borrowing Request in accordance with this Section 2.03 , Agent shall advise each applicable Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing. Nothing in this Section 2.03 shall obligate the Lenders to accept any Borrowing Request unless and until the conditions set forth in Section 4.02 hereof shall have been satisfied with respect to the requested Borrowing.

     SECTION 2.04. Funding of Borrowings .

     (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 2:00 p.m., New York City time, to the account of Agent most recently designated by it for such purpose by notice to the Lenders. Agent will make such Loans available to Borrowers by promptly crediting the amount so received, in like funds, to an account of the applicable Borrower (or Borrowers) designated by Borrowers in the applicable Borrowing Request.

     (b) Unless Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make available to Agent such Lender’s share of such Borrowing, Agent may assume that such Lender has made such share available on such date in accordance with Section 2.04(a) hereof and may, in reliance upon such assumption, make available to Borrowers a corresponding amount. In such event, if a Lender has not made its share of the applicable Borrowing available to Agent, then the applicable Lender agrees to pay to Agent forthwith on demand, and Borrowers agree to pay to Agent within two (2) Business Days of demand, such corresponding amount with Interest thereon, for each day from and including the date such amount is made available to the applicable Borrower to but excluding the date of payment to Agent, at (i) in the case of such Lender, the greater of the

Federal Funds Effective Rate and a rate determined by Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of Borrowers, the interest rate applicable to the applicable Borrowing. If such Lender pays such amount to Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing.

     SECTION 2.05. LIBOR Rate Periods . Each Borrowing shall be at a LIBOR Rate and shall have an initial LIBOR Rate Period of one (1) month (or such shorter period to which the Agent and the Borrowers may agree), or, in the case of a LIBOR Rate Period relating to a Loan which would otherwise end after the Maturity Date for such Loan, ending on and including the Maturity Date for such Loan as set forth in and subject to the provisions of the definition of LIBOR Rate Period. Unless such Borrowing is repaid on or prior to the end of the LIBOR Rate Period then applicable thereto, such Borrowing shall thereafter continue for subsequent LIBOR Rate Periods of one (1) month, or, in the case of a LIBOR Rate Period relating to a Loan which would otherwise end after the Maturity Date for such Loan, ending on and including the Maturity Date for such Loan, as set forth in and subject to the provisions of the definition of LIBOR Rate Period.

     SECTION 2.06. Termination and Reduction of Commitments .

     (a) Unless previously terminated in accordance with the provisions of this Agreement, the Commitments shall be reduced on each Maturity Date by the aggregate principal balance of the Loans which shall mature on such Maturity Date, with the Commitments being terminated in full on the Facility Maturity Date (unless previously terminated in accordance with the provisions of this Agreement).

     (b) On the third (3rd) anniversary of the Effective Date, the Commitments shall be reduced to an amount equal to the then aggregate outstanding principal balance of the Loans and Borrowers’ obligation to pay the Commitment Fee with respect to the period commencing on the day immediately succeeding the third (3rd) anniversary of the Effective Date shall terminate.

     (c) Any termination or reduction of the Commitments in accordance with the provisions of this Agreement shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

     SECTION 2.07. Additional Interest . Borrowers shall pay to Agent the following losses, costs and expenses of Agent or any Lender incurred or reasonably estimated by Agent or such Lender, as applicable, to be incurred by reason of:

     (a) (i) any payment or prepayment (under any circumstances whatsoever, whether voluntary or involuntary) of any portion of the outstanding principal of the Loans, (ii) the conversion (for any reason provided in this Agreement) of the rate of interest payable with respect to the Loans from the LIBOR Rate to the Base Rate, in each case, on a date other than the last day of an applicable LIBOR Rate Period, or (iii) the failure of any Borrowing to occur on the date established pursuant to Section 2.03 hereof, which amounts shall include an amount equal to the present value (using as a discount rate the rate at which interest is computed pursuant to clause (y) below) of the excess, if any, of (x) the amount of interest that would have

accrued at LIBOR on the amount so prepaid, converted, not funded or not borrowed, as the case may be, for the period from the date of occurrence to the last day of the applicable LIBOR Rate Period over (y) the amount of interest (as determined by Agent) that Agent would have received on account of a Eurodollar deposit placed by Agent with leading banks in the London interbank market for an amount comparable to the amount so prepaid, converted, not funded or not borrowed, as the case may be, for the period from the date of occurrence to the last day of the applicable LIBOR Rate Period; and

     (b) any sums becoming payable by any Borrower to Agent, any Lender or any of their Affiliates pursuant to any Lender Interest Rate Protection Agreement, including on any termination thereof.

In any of the foregoing events, Borrowers shall pay to Agent, concurrently with any principal payment with respect to clause (a) of this Section 2.07 and within five (5) days after demand in all other cases, or in the case of any Lender Interest Rate Protection Agreement, such shorter period as shall be specified therein, such amount as shall equal the amount of the Additional Interest certified by Agent (or the applicable Lender) to Borrowers by reason of such event. A certificate as to the amount of such Additional Interest submitted by Agent to Borrowers setting forth Agent’s (or the applicable Lender’s) basis for the determination of Additional Interest shall be conclusive evidence of the amount thereof, absent manifest error. Failure on the part of Agent to demand payment from any Borrower for any Additional Interest attributable to any particular period shall not constitute a waiver of Agent’s (or the applicable Lender’s) right to demand payment of such amount for any subsequent or prior period.

     SECTION 2.08. Evidence of Debt .

     (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of Borrowers to such Lender resulting from each Loan made by such Lender, including the amounts of principal and Interest payable and paid to such Lender from time to time hereunder.

     (b) Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder and the LIBOR Rate Period and Maturity Date applicable thereto, (ii) the amount of any principal or Interest due and payable or to become due and payable from Borrowers to each Lender hereunder, and (iii) the amount of any sum received by Agent hereunder or under the other Financing Documents for the account of the Lenders and each Lender’s share thereof.

     (c) The entries made in the accounts maintained pursuant to Sections 2.08(a) or (b) hereof shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or Agent to maintain such accounts or any error therein shall not in any manner increase or decrease the obligation of Borrowers to repay the Loans in accordance with the terms of this Agreement.

     (d) Any Lender may request that Loans made by it be evidenced by a separate promissory note. In such event, Borrowers shall, at their sole cost and expense, prepare, execute and deliver to such Lender such a promissory note payable to the order of such Lender (or, if

requested by such Lender, to such Lender and its registered assigns) and in a form approved by Agent, which form shall be substantially similar to the Note and shall be included within the defined term “Note” as defined in Section 1.01 hereof and the other Note(s) previously delivered shall be amended to reduce the principal amount(s) thereof accordingly. Thereafter, the Loans evidenced by such promissory note and Interest thereon shall at all times (including after any assignment pursuant to Section 9.05 hereof) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

     SECTION 2.09. Prepayment of Loans; Certain Other Payments .

     (a)  Principal Payment at Maturity . Each Borrower hereby unconditionally promises to pay to Agent for the account of each Lender the then unpaid principal amount of each Loan on the Maturity Date relating to such Loan, together with all accrued and unpaid Interest, Additional Interest, and other sums due and payable hereunder or under the other Financing Documents as of such Maturity Date which relates to such Loan.

     (b)  Optional Prepayments . Borrowers shall have the right at any time and from time to time to prepay any Loan in whole or in part, subject to prior notice in accordance with Section 2.09(d) hereof. Each partial prepayment of the Loan pursuant to this Section 2.09(b) shall be in an amount not less than $1,000,000.

     (c)  Mandatory Prepayments . If at any time:

     (i) Borrowers (y) elect to make a repayment of the Loans in the amount of the applicable DSCR Deficiency Amount pursuant to Section 5.23 hereof or (z) fail to (A) add one or more Properties as additional Borrowing Base Properties in accordance with Section 4.03 hereof on or prior to the applicable DSCR Due Date so that the Debt Service Coverage Ratio calculated as of the applicable Testing Determination Date, after giving effect to the addition of such Property, shall not be less than 1.35:1.0, or (B) deliver Additional Collateral on or prior to the applicable DSCR Due Date in the amount of the applicable DSCR Deficiency Amount and the other items required to be delivered pursuant to clause (ii)(z) of Section 5.23 hereof, Borrowers shall make a prepayment of the Loans in the amount of the applicable DSCR Deficiency Amount on or prior to the applicable DSCR Due Date;

     (ii) Borrowers (y) elect to make a repayment of the Loans in the amount of the applicable LTV Deficiency Amount pursuant to Section 5.24 hereof or (z) fail to (A) increase the Borrowing Base Loan Amount by adding one or more Properties as additional Borrowing Base Properties on or prior to the applicable LTV Due Date in accordance with Section 4.03 hereof or (B) deliver Additional Collateral on or prior to the applicable LTV Due Date in the amount of the applicable LTV Deficiency Amount and the other items required to be delivered pursuant to clause (iii)(z) of Section 5.24 hereof, Borrowers shall make a repayment of the Loans in the amount of the applicable LTV Deficiency Amount on or prior to the applicable LTV Due Date; or

     (iii) upon the occurrence of any of the circumstances requiring prepayment described in any other section of this Agreement or in any Financing Document, including Section 5.22 hereof, Borrowers shall make a prepayment of the Loans in the amount, and on the date, required pursuant to the applicable Section of this Agreement or the other Financing Document.

          (d)  Prepayment Notice . Borrowers shall notify Agent by telephone (confirmed by telecopy) of any prepayment hereunder (other than a prepayment pursuant to Section 2.09(c) hereof) not later than 2:00 p.m., New York City time five (5) Business Days before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Loan or portion thereof to be prepaid and indicate the Maturity Date and LIBOR Rate Period applicable to such Loan. Promptly following receipt of any such notice relating to a Loan, Agent shall advise the Lenders of the contents thereof. Each prepayment of a Loan shall be accompanied by payment of (i) accrued and unpaid Interest on the principal amount being prepaid, (ii) the amounts required to be paid, if any, pursuant to Section 2.09(e) hereof, (iii) all fees and expenses incurred by Agent in connection with such prepayment of the Loans and payable by Borrowers in accordance with this Agreement, and (iv) all Additional Interest, the applicable Prepayment Fee, if any, and any other amounts then due and payable hereunder, and under the Note, the Mortgage and the other Financing Documents.

          (e)  Reduction of Lender Interest Rate Protection Agreement . Concurrently with any prepayment of a Loan, Borrowers shall, as a further condition of such prepayment, (i) in the case of any Lender Interest Rate Protection Agreement, cause a reduction of the notional amount of such interest rate protection arrangement so as to cause the aggregate notional amounts of all Interest Rate Protection Agreements then in effect (other than Permitted Forward Swap Agreements and Interest Rate Protection Agreements entered into in accordance with Section 2.18(i) hereof) to correspond to the aggregate outstanding principal balance of the Loans, after giving effect to such prepayment, (ii) pay all sums, if any, payable by any Borrower pursuant to any Interest Rate Protection Agreement with respect to such reduction and (iii) provide evidence to Agent of Borrowers’ compliance with clauses (i) and (ii) of this Section 2.09(e) , provided , however , in the event that Borrowers reasonably believe that they shall obtain one or more Loans within one hundred and eighty (180) days after the date of such prepayment which Borrowers reasonably believe would not otherwise become the subject of a Permitted Forward Swap Agreement or an Interest Rate Protection Agreement entered into in accordance with Section 2.18(i) hereof, Borrowers shall not be required to cause a reduction of such Lender Interest Rate Protection Agreement below an amount equal to the sum of (y) the aggregate outstanding principal balance of the Loans, after giving effect to such prepayment, and (z) the amount of such anticipated Loan to be obtained by Borrowers within such one hundred and eighty (180) day period; provided , further , however , in the event that after the expiration of such one hundred and eighty (180) day period, the aggregate outstanding principal balance of the Loans shall be less than the aggregate notional amounts of such Lender Interest Rate Protection Agreements (other than Permitted Forward Swap Agreements and Interest Rate Protection Agreements entered into in accordance with Section 2.18(i) hereof), Borrowers shall immediately cause a reduction of such aggregate notional amounts of such interest rate protection arrangements so as to cause such aggregate notional amounts to correspond to the aggregate outstanding principal balance of the Loans as of the end of such one hundred and

eighty (180) day period (without regard to any subsequent repayment) and otherwise comply with clauses (ii) and (iii) of this Section 2.09(e) with respect to such reduction. Notwithstanding anything to the contrary contained herein, (A) Borrowers’ rights under the first proviso of this Section 2.09(e) to not cause a reduction of any Lender Interest Rate Protection Agreement concurrently with a prepayment of a Loan shall only exist until the third (3 ^rd ) anniversary of the Effective Date and (B) to the extent that any one hundred and eighty (180) day period referred to in this Section 2.09(e) shall extend beyond the third (3 ^rd ) anniversary of the Effective Date, such period shall be deemed to be shortened by the applicable number of days so that such period shall expire on the third (3 ^rd ) anniversary of the Effective Date.

          (f)  Other Sums . Borrowers shall pay to Agent all other sums owed to Agent pursuant to the Financing Documents when such sums are due and payable as provided in the applicable Financing Document, or if not provided therein, within five (5) Business Days after the due date thereof or if expressly required, within five (5) Business Days after demand by Agent. To the extent any other such sums are determined on a per diem or similar basis, such sums shall be calculated on the basis of a 360 day year and the actual number of days elapsed. The amount of such sums shall be determined by Agent, and such determination shall be conclusive absent manifest error.

          (g)  No Set-offs, etc. All principal, Interest, Additional Interest and other sums payable by any Borrower under the Note, this Agreement and the other Financing Documents, and/or by Guarantor under any Financing Documents to which it is a party, shall be paid in full and without set-offs, off-sets, counterclaims, deductions or withholdings of any kind.

          SECTION 2.10. Fees .

          (a) Borrowers shall pay all fees provided for in the Loan Fee Letter in accordance with the terms of this Agreement and the Loan Fee Letter. Borrowers shall also pay to Agent for the account of each Lender a commitment fee (the “ Commitment Fee ”), which shall accrue at the Commitment Fee Rate on the daily amount of the unused portion of the Commitment of such Lender during the period from and including the Effective Date (or if later, the date such Lender becomes a party to this Agreement) to but excluding the date on which such Commitment terminates, whether or not prior to such time all the conditions in Section 4.02 hereof are met. Accrued Commitment Fees shall be payable in arrears on (i) August 1, 2007, August 1, 2008 and August 1, 2009 and (ii) such earlier date on which the Commitments terminate. All Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Commitment Fees shall be determined by Agent, and such determination shall be conclusive absent manifest error.

          (b) All fees payable hereunder shall be paid on the dates due, in immediately available funds, to Agent for distribution to the Lenders. Absent any error in the calculation thereof, fees paid shall not be refundable under any circumstances.

          SECTION 2.11. Interest .

          (a) The Loans comprising each Borrowing shall bear interest for each day during each LIBOR Rate Period applicable thereto at the applicable LIBOR Rate for such LIBOR Rate Period.

          (b) Notwithstanding the foregoing, if any principal of any Loan is not paid when due or any Interest on any Loan or any fee or other amount payable by any Borrower hereunder is not paid within five (5) days after the date when same are due, whether at stated maturity, upon acceleration or otherwise, the aggregate amount of the Loans and such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to three percent (3%) per annum plus the weighted average LIBOR Rate applicable to the Loans as provided in Section 2.11(a) hereof (the “ Default Rate ”).

          (c) Accrued Interest on each Loan shall be payable in arrears on the first day of each month hereafter and on the Maturity Date for such Loan; provided that Interest accrued pursuant to Section 2.11(b) hereof shall be payable on demand.

          (d) All Interest hereunder shall be computed on the basis of a year of 360 days and shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable LIBOR Rate shall be determined by Agent, and such determination shall be conclusive absent manifest error.

          (e) Borrowers shall pay Additional Interest as and when provided herein, and in the event any Lender Interest Rate Protection Agreement is in effect, in such Lender Interest Rate Protection Agreement.

          SECTION 2.12. Unavailability of LIBOR . If prior to the commencement of any LIBOR Rate Period for a Borrowing:

          (a) Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining LIBOR for such LIBOR Rate Period; or

          (b) Agent determines (which determination shall be conclusive absent manifest error) that it shall become illegal to maintain the Loans or a portion thereof on the basis of one or more LIBOR Rates,

then Agent shall give notice thereof to Borrowers and the Lenders by telephone or telecopy, as promptly as practicable thereafter and, until Agent notifies Borrowers and the Lenders that the circumstances giving rise to such notice no longer exist, the LIBOR Rate for such Borrowing shall be deemed to be equal to the Base Rate; provided , however , Borrowers shall continue to be obligated to make all payments which are required to be made under each Interest Rate Protection Agreement. Upon Agent’s determination (which determination shall be conclusive absent manifest error) that the circumstances giving rise to such notice no longer exist, Agent shall promptly notify Borrowers of same, and as soon as reasonably practicable after such notice, the Loans shall resume bearing Interest at the LIBOR Rate in accordance with this Agreement.

          SECTION 2.13. Increased Costs and Capital Adequacy .

          (a) Borrowers shall pay to Agent additional amounts as Agent shall determine will compensate Lenders for costs incurred in maintaining the Loans or any portion thereof outstanding or for the reduction of any amounts received or receivable by Lenders in connection with the Loans, in each case as a result of any change in any applicable law, regulation or treaty, or in the interpretation or administration thereof by any domestic or foreign governmental authority charged with the interpretation or administration thereof (whether or not having the force of law), or by any domestic or foreign court, (i) changing the basis of taxation of payments to any Lender (other than taxes imposed on all or any portion of the overall net income of any Lender by the United States or by any political subdivision or taxing authority of the United States or by any foreign governmental authority), (ii) imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by any Lender (whether directly, indirectly or on a portfolio wide basis), or (iii) imposing on any Lender any other condition affecting any Note or the Loan, in each case, so long as Agent determines (which determination shall be conclusive absent manifest error) that same are generally applicable to transactions between Agent and similarly situated borrowers, which are similar to the Transactions.

          (b) If any Lender shall determine that (i) any change in the application of any law, rule, regulation or guideline adopted or arising out of the July 1988 report of the Basel Committee on Banking Regulations and Supervisory Practices entitled “International Convergence of Capital Measurement and Capital Standards,” including the draft Capital Accord currently proposed to replace such report, or any change in the interpretation or administration thereof by any domestic or foreign governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, (ii) any change in or adoption of any other law, rule, regulation or guideline regarding capital adequacy, or (iii) compliance by any Lender, or any lending office of any Lender, or the holding company of any Lender, with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency based on any such change or adoption, has or would have the effect of reducing the rate of return on any Lender’s capital to a level below that which such Lender would have achieved but for such adoption, change or compliance (taking into consideration the policies of such Lender with respect to capital adequacy), then from time to time Borrowers shall pay to Agent such additional amounts as will compensate Lenders for such actual reduction with respect to any portion of the Loans outstanding so long as Agent determines (which determination shall be conclusive absent manifest error) that same are generally applicable to transactions between Agent and similarly situated borrowers, which are similar to the Transactions.

          (c) Any amount payable by Borrowers pursuant to Section 2.13(a) or (b) hereof shall be paid to Agent within five (5) Business Days of receipt by Borrowers of a certificate of Agent setting forth the amount due and Agent’s basis for the determination of such amount, which statement shall be conclusive and binding upon Borrowers absent manifest error. Failure on the part of Agent to demand payment from Borrowers or any other Borrower for any such amount attributable to any particular period shall not constitute a waiver of Agent’s right to demand payment of such amount for any subsequent or prior period.

          SECTION 2.14. Joint and Several Liability of Borrowers . Subject to Section 9.17 hereof:

          (a) Each Borrower is accepting joint and several liability hereunder and under the other Financing Documents in consideration of the financial accommodations to be provided by Agent and the Lenders under this Agreement and the other Financing Documents, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Obligations.

          (b) Each Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to the payment and performance of all of the Obligations (including any Obligations arising under this Section 2.14 ), it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them.

          (c) If and to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrowers will make such payment with respect to, or perform, such Obligation.

          (d) The Obligations of each Borrower under the provisions of this Section 2.14 constitute the absolute and unconditional Obligations of each Borrower enforceable against each Borrower, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances whatsoever.

          (e) Except as otherwise expressly provided in this Agreement or in any other Financing Document, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any Loans or other financial accommodations issued under or pursuant to this Agreement or any other Financing Documents, to the extent permitted by applicable law, notice of the occurrence of any Default, Event of Default, or of any demand for any payment under this Agreement or any other Financing Document, notice of any action at any time taken or omitted by Agent or Lenders under or in respect of any of the Obligations, any requirement of diligence or to mitigate damages and, generally, all demands, notices and other formalities of every kind in connection with this Agreement or any other Financing Document. Each Borrower hereby assents to, and waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any payment of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by Agent or Lenders at any time or times in respect of any default by any Borrower in the performance or satisfaction of any term, covenant, condition or provision of this Agreement or any other Financing Document, any and all other indulgences whatsoever by Agent or Lenders in respect of any of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in part, of any Borrower. Without limiting the generality of the foregoing, each Borrower assents to any

other action or delay in acting or failure to act on the part of Agent or any Lender with respect to the failure by any Borrower to comply with any of its respective Obligations, including any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the provisions of this Section 2.14 afford grounds for terminating, discharging or relieving any Borrower, in whole or in part, from any of its Obligations under this Section 2.14 , it being the intention of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the Obligations of such Borrower under this Section 2.14 shall not be discharged except by performance and then only to the extent of such performance. The Obligations of each Borrower under this Section 2.14 shall not be diminished or rendered unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any Borrower, Agent or any Lender. The joint and several liability of Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, constitution or place of formation of any Borrower, Agent or any Lender.

          (f) Each Borrower represents and warrants to Agent and Lenders that such Borrower is currently informed of the financial condition of the other Borrowers and of all other circumstances which a diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Each Borrower further represents and warrants to Agent and Lenders that such Borrower has read and understands the terms and conditions of the Financing Documents. Each Borrower hereby covenants that such Borrower will continue to keep informed of the other Borrowers’ financial condition, the financial condition of the Guarantor and other guarantors, if any, and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the Obligations.

          (g) Each Borrower waives all rights and defenses arising out of an election of remedies by Agent or any Lender, even though that election of remedies, such as a nonjudicial foreclosure with respect to security for a guaranteed obligation, has destroyed such Person’s rights of subrogation and reimbursement against any other Borrower, Guarantor or any other guarantor. To the fullest extent permitted by law, Borrowers waive in the event of foreclosure of any or all of the Mortgages, all rights to a marshalling of the assets of Borrowers and of the Borrowing Base Properties, or to a sale in inverse order of alienation in the event of foreclosure of all or any of the Mortgages, and agree in the event of foreclosure of any or all of the Mortgages, not to assert any right under any laws pertaining to the marshalling of assets, the sale in inverse order of alienation, homestead exemption, the administration of estates of decedents, or any other matters whatsoever to defeat, reduce or affect the right of Agent or any Lender under the Financing Documents to a sale of the Borrowing Base Properties for the collection of the Obligations without any prior or different resort for collection or of the right of Agent to the payment of the Obligations out of the net proceeds of the Borrowing Base Properties in preference to every other claimant whatsoever. In addition, to the fullest extent permitted by law, Borrowers waive in the event of foreclosure of any or all of the Mortgages, any equitable right otherwise available to Borrowers which would require the separate sale of the Borrowing Base Properties or require Agent to exhaust its remedies against any one of the Borrowing Base Properties or combination of the Borrowing Base

Properties; and further in the event of such foreclosure, each Borrower does hereby expressly consent to and authorize, at the option of Agent, the foreclosure and sale either separately or together of any combination of the Borrowing Base Properties.

          (h) If a payment shall be made by any Borrower (the “ Claiming Borrower ”) to satisfy an Obligation owing by any other Borrower, each other Borrower (a “ Contributing Borrower ”) shall indemnify the Claiming Borrower in an amount equal to the amount of such payment multiplied by a fraction of which the numerator shall be the net worth of the Contributing Borrower on the date hereof (or with respect to any Person that becomes a Borrower after the date hereof, on the date that such Person becomes a Borrower) and the denominator shall be the aggregate net worth of each Borrower on the date hereof (or with respect to any Person that becomes a Borrower after the date hereof, on the date that such Person becomes a Borrower); provided , however , that all rights of each Borrower under this Section 2.14(h) and all other rights of indemnity, contribution or subrogation under applicable law or otherwise shall be fully subordinated to the indefeasible payment in full of the Obligations. No failure on the part of any Borrower to make the payments required by this Section 2.14(h) (or any other payments required under applicable law or otherwise) shall in any respect limit the obligations and liabilities of any other Borrower, and, subject to Section 9.17 hereof, each Borrower shall remain liable for the full amount of the Obligations.

          SECTION 2.15. No Withholdings . All sums payable by Borrowers under the Note, this Agreement and the other Financing Documents, shall be paid in full and without set-off or counterclaims and free of any deductions or withholdings for any and all Taxes. In the event that any Borrower is prohibited by any law from making any such payment free of such deductions or withholdings with respect to Taxes, then such Borrower shall pay such additional amount to Agent as may be necessary in order that the actual amount received by Lenders after such deduction or withholding (and after payment of any additional Taxes due as a consequence of the payment of such additional amount) shall equal the amount that would have been received if such deduction or withholding were not required; provided , however , no Borrower shall be obligated to pay such additional amount on account of a specific Lender if (a) Borrowers are required to deduct or withhold any sums under the law in effect as of the date that such Lender becomes a “Lender” hereunder (unless such law similarly affects Agent or any Lender which was theretofore a “Lender” hereunder and Borrowers are already required to pay such additional amounts to Agent or any such Lender as of such date pursuant to the terms hereof, in which case, Borrowers shall be required to pay such additional amounts to such new “Lender”), (b) solely because a Lender, although having a legal basis to do so, fails to deliver to Borrowers a duly executed copy of United States Internal Revenue Service Form W-8 BEN or W-8 ECI or any successor form or any required renewal thereof, as the case may be, certifying in each case that such Lender is entitled to receive payments hereunder or under the other Financing Documents without deduction or withholding of any United States federal income taxes, or (c) solely because such Lender, although having a legal basis to do so, fails to deliver to Borrowers a duly executed United States Internal Revenue Service Form W-8 BEN or W-9 or any successor form or any required renewal thereof, establishing that a full exemption exists from United States backup withholding tax, and as result of such failure, any Borrower was prohibited by the Code, from making any such payment free of such deductions or withholding. Notwithstanding anything contained in this Section 2.15 , in no event will any Lender’s failure to deliver any such

forms, or any renewal or extension thereof, affect, postpone or relieve Borrowers from any obligation to pay Interest, principal and other amounts due under the Financing Documents (other than amounts due under this Section 2.15 as a result of a Lender’s failure to deliver such forms). Such additional amount shall be due concurrently with the payment with respect to which such additional amount is owed in the amount of Taxes certified by Agent (or the applicable Lender). A certificate as to the amount of Taxes submitted by Agent to Borrowers setting forth Agent’s (or the applicable Lender’s) basis for the determination of Taxes shall be conclusive evidence of the amount thereof, absent manifest error. Failure on the part of Agent to demand payment from Borrowers or any other Borrower for any Taxes attributable to any particular period shall not constitute a waiver of Agent’s (or the applicable Lender’s) right to demand payment of such amount for any subsequent or prior period.

          SECTION 2.16. Payments Generally; Pro Rata Treatment; Sharing of Set-offs .

          (a) Each Borrower shall make each payment required to be made by it hereunder (whether of principal, Interest, Additional Interest, Prepayment Fee or otherwise) prior to 2:00 p.m., New York City time, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating Interest thereon. All such payments shall be payable by wire transfer to the credit of Agent, at JPMorgan Chase Bank, ABA #021-000-021, in favor of HSH Nordbank AG, New York Branch, Account #400949687, Reference: Hines Real Estate Investment Trust, Attention: Loan Operations or to such other account or address as Agent may from time to time designate in writing to Borrowers given at least five (5) Business Days prior to the effective date of such change. Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. Agent may, but shall not be required to, charge, when due and payable, any account of any Borrower maintained with Agent for principal, Interest, fees or other amounts owing to Agent or any Lender on or with respect to this Agreement, the Loans or any other Financing Document. Whenever any payment to be made under the Financing Documents shall be stated to be due, or if a Maturity Date would otherwise occur, on a day which is not a Business Day, such payment shall be made, and such Maturity Date shall occur, on the next succeeding Business Day, unless the effect of extending the date on which such payment would be due would be to extend the due date for such payment into the next calendar month in which case such payment shall be due on the immediately preceding Business Day. Any such extension of time shall be included in the computation of payment of Interest hereunder. All payments hereunder shall be made in dollars.

          (b) All sums received by Agent shall be applied on account of sums then due and owing by the Credit Parties under the Financing Documents in such order as Agent shall elect.

          (c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or Interest on or other sums due with respect to any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued Interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at

face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued Interest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this Section 2.16(c) shall not be construed to apply to any payment made by any Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to any Borrower or Affiliate thereof (as to which the provisions of this Section 2.16(c) shall apply). Each Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against each Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Borrower in the amount of such participation.

          (d) Unless Agent shall have received notice from Borrowers prior to the date on which any payment is due to Agent for the account of the Lenders hereunder that Borrowers will not make such payment, Agent may assume that Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders the amount due. In such event, if Borrowers have not in fact made such payment, then each of the Lenders severally agrees to repay to Agent forthwith on demand the amount so distributed to such Lender with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to Agent, at the greater of the Federal Funds Effective Rate and a rate determined by Agent in accordance with banking industry rules on interbank compensation.

          SECTION 2.17. Cash Management Accounts .

          (a) Each Borrower shall cause all Space Lease Rents and all other revenue, income and other profits (other than Lease Termination Payments which are required to be deposited into the Lease Termination Account pursuant to Section 2.21 hereof) arising from the Borrowing Base Properties to be paid and deposited into their respective Operating Accounts immediately upon receipt except to the extent otherwise provided herein or in any other Financing Document. Each Borrower hereby grants to Agent and the Lenders a security interest in all of its right, title and interest in and to its Operating Account and all other accounts opened or maintained by such Borrower in connection with the ownership, operation and leasing of the Borrowing Base Properties (collectively, but not including any Tenant Security Accounts, the Lease Termination Account, the Additional Collateral Account or the Guaranty Collateral Account, the “ Cash Management Accounts ”) and all sums on deposit therein as additional security for the Obligations and all other obligations of the Credit Parties under the Financing Documents.

          (b) (i) Provided that no Event of Default has occurred and is continuing, and subject to the other limitations on withdrawals and uses of revenue set forth herein and in the other Financing Documents, and the other terms and provisions of the Financing Documents with respect to insurance proceeds and other particular sums, each Borrower may make

withdrawals from its Cash Management Accounts (x) to pay reasonable and necessary expenditures relating to the Borrowing Base Properties in the ordinary course of business, including property management fees paid to Manager pursuant to the applicable Management Agreement, (y) to pay the Obligations or other obligations arising from Permitted Indebtedness, and (z) to make Restricted Payments not prohibited pursuant to Section 6.05 hereof. After the occurrence and during the continuation of an Event of Default, and upon notice from Agent, no Borrower shall have any right, and the Credit Parties covenant that they shall not and shall not permit the other Credit Parties to withdraw any amounts from any Cash Management Account, except as may otherwise be approved by Agent or as otherwise permitted by any other Financing Document.

               (ii) Following the occurrence and during the continuation of an Event of Default, Agent shall have the rights and remedies with respect to the Cash Management Accounts specified in this Agreement, the Account Agreements or in any other Financing Document, at law or equity.

          (c) On the Effective Date, Borrowers shall deliver to Agent Account Agreements with respect to the Cash Management Accounts applicable to the Initial Borrowing Base Properties other than the Identified Investment Accounts. Thereafter, as a condition to the addition of any Property as a Borrowing Base Property pursuant to Section 4.03 hereof, the applicable Borrower shall deliver to Agent an Account Agreement with respect to the Cash Management Accounts relating to such Property (other than any investment account which Agent agrees shall become an “Identified Investment Account”). No Borrower shall close any Cash Management Account without obtaining the prior consent of Agent and shall not open any new Cash Management Account (i) without at least ten (10) days’ prior notice to Agent, (ii) unless the bank or other financial institution at which such account is opened and maintained is reasonably acceptable to Agent and (iii) unless, prior to or concurrently with the opening of such new Cash Management Account, such Borrower delivers to Agent an Account Agreement with respect thereto. Borrowers shall pay all fees and costs with respect to such Account Agreements for their Cash Management Accounts. Neither Agent nor the Lenders shall be liable for any loss of interest on or any penalty or charge assessed against the funds in, payable on, or credited to any Cash Management Account as a result of the exercise by Agent of any of its rights, remedies or obligations hereunder or under any other Financing Document, at law or equity. Any interest earned on the balance of each Cash Management Account shall be deposited into such account and be applied or withdrawn with the balance of such account in accordance with this Section 2.17 . Agent shall have sole control over the Cash Management Accounts; provided that each Borrower shall be permitted to manage and withdraw funds from its Cash Management Accounts to the extent provided herein until the occurrence and during the continuance of an Event of Default.

          (d) Upon the occurrence and during the continuance of an Event of Default, the rights of Borrowers and each and every other Person (excluding Agent and the applicable depositary bank, subject to any control agreement or other agreement between Agent and such depositary bank) with respect to the Cash Management Accounts shall immediately terminate upon notice to Borrowers and such depository bank, and no such Person except Agent shall make any further withdrawal therefrom, subject , however , to the right of Borrowers to cause withdrawals on account of Restricted Payments permitted to be made pursuant to Section 6.05

hereof at the time of an Event of Default pursuant to the terms set forth in Section 2.17(e) hereof. Thereafter, Agent may from time to time designate such signatories with respect to the Cash Management Accounts as Agent may desire, and may make or authorize withdrawals from the Cash Management Accounts to pay the Obligations in whole or in part and/or pay operating expenses and capital expenditures with respect to the Borrowing Base Properties, and/or any other expenses, all as Agent may deem necessary or appropriate and in such order as Agent may elect. Agent may notify the financial institutions in which any Cash Management Account is held that the applicable Credit Party no longer has a right to instruct such financial institution with respect to matters relating to the withdrawal, operation or administration of, or investment or application of funds on deposit in such Cash Management Account. Without limiting the foregoing, upon the occurrence and during the continuance of an Event of Default, Agent shall have the right to cause the withdrawal of all funds on deposit in any Cash Management Account and the deposit of such funds in an account established with Agent at any time following receipt by the financial institution in which such Cash Management Account is held of a notice from Agent pursuant to the Account Agreement with respect to such Account stating that an Event of Default then exists, and each Borrower hereby authorizes and directs such financial institutions to make payment directly to Agent of the funds in or credited to such accounts, or such part thereof as Agent may request. Such financial institution shall have the absolute right to rely upon such notice without inquiring as to the accuracy of the matters referred to in such notice and the depositories shall be fully protected by the applicable Borrower in relying upon such written notice from Agent. In the event that Agent delivers such a notice, Agent shall thereafter have the exclusive right to so instruct such financial institution. Nothing in this Section 2.17(d) shall be construed so as to limit or impair Agent’s absolute right to have a receiver appointed following an Event of Default.

          (e) At such times as an Event of Default shall have occurred and be continuing, Borrowers shall have the right from time to time to request Agent to permit withdrawals from Cash Management Accounts of sums to make Restricted Payments permitted to be made pursuant to Section 6.05 hereof at the time of an Event of Default. Any such request shall be accompanied by a certified statement by the Authorized Officer as to the amount of the requested withdrawal together with information in reasonable detail as to the basis for the amount of the requested withdrawal. In the event that Borrowers shall be entitled to such a withdrawal, Agent shall, to the extent sufficient funds shall then exist, promptly direct the applicable bank or financial institution holding such Cash Management Accounts to disburse such amounts to Borrowers.

          (f) Borrowers shall, within one (1) Business Day following Agent’s notice to Borrowers of the occurrence of an Event of Default, deposit into the Operating Account an amount equal to the greater of (i) the aggregate amounts held in the Identified Investment Accounts as of the day immediately preceding the date on which such Event of Default shall have occurred or (ii) the aggregate amounts held in the Identified Investment Account as of the day that Borrowers shall be required to make such deposit into the Operating Account. During the existence of an Event of Default, Borrowers shall not make or permit any deposits to be made into, or any withdrawals from, any Identified Investment Account (other than withdrawals to be immediately deposited into the Operating Account in accordance with this Section 2.17(f)) . Without limiting the foregoing, in the event that amounts are deposited into any Identified Investment Account during the existence of an Event of Default with respect to which Borrowers

have received such notice from Agent, Borrowers shall within one (1) Business Day after such deposit, cause such amount to be deposited into the Operating Account.

          SECTION 2.18. Interest Rate Protection Agreement .

          (a)  Interest Rate Protection Agreement . On the Effective Date, Borrowers shall cause the Initial Interest Rate Protection Agreement to be assigned by Sponsor to Borrowers as referred to in the definition of “Initial Interest Rate Protection Agreement” in Section 1.01 hereof. Subject to Section 2.09(e) and 2.18(i) hereof, Borrowers shall at all times maintain Interest Rate Protection Agreements in full force and effect having notional amounts equal to the aggregate amount of the then outstanding principal balance of the Loans and having terms which correspond to the Maturity Dates of the Loans (noting, for purposes of clarification, that the Initial Interest Rate Protection Agreements satisfy the foregoing requirement with respect to the Borrowings made on the Effective Date). In addition, any Interest Rate Protection Agreement must satisfy the following criteria:

     (i) Each Interest Rate Protection Agreement shall be an interest rate swap, swaption, or other derivative product acceptable to Agent, the effect of which is to protect Borrowers against upward fluctuations of LIBOR for an interest period of one (1) month in excess of the Swap Rate;

     (ii) Subject to Section 2.09(e) and 2.18(i) hereof, each Interest Rate Protection Agreement shall have a term ending on the Maturity Date of the Loan with respect to which such Interest Rate Protection Agreement corresponds and shall be in a notional amount equal to the aggregate outstanding principal balance of the applicable Loans;

     (iii) Each Interest Rate Protection Agreement shall be entered into between Borrowers, on the one hand, and Agent (or an Affiliate of Agent) or with Agent’s prior consent, any Lender or any Affiliate of any Lender, on the other hand, if Agent (or an Affiliate of Agent), any Lender (or any Affiliate of any Lender) and Borrowers shall in their sole discretion enter into an Interest Rate Protection Agreement, or if Agent (or an Affiliate of Agent), any Lender (or any Affiliate of any Lender) and Borrowers do not enter into such Interest Rate Protection Agreement, a Qualified Counterparty;

     (iv) In the case of an Interest Rate Protection Agreement which is an interest rate cap agreement, all sums payable by Borrowers on account of the purchase price for the Interest Rate Protection Agreement during the term of the Interest Rate Protection Agreement shall have been paid in full on or prior to the effective date thereof;

     (v) Each Borrower’s interest in such Interest Rate Protection Agreement, including all rights of such Borrower to payment thereunder and any residual value thereof, shall have been collaterally assigned to Agent;

     (vi) The financial institution which is party to such Interest Rate Protection Agreement shall have executed and delivered to Agent a consent to the

collateral assignment of each Borrower’s interest in such Interest Rate Protection Agreement referred to in clause (v) above pursuant to a consent in form and substance reasonably satisfactory to Agent (the “ Interest Rate Protection Agreement Consent ”); and

     (vii) Such Interest Rate Protection Agreement shall be reasonably satisfactory to Agent in form and content.

          (b)  Forward Interest Rate Protection Agreements . In addition to any Interest Rate Protection Agreements entered into in satisfaction of the requirements of Section 2.18(a) hereof pertaining to existing Loans, Borrowers shall have the right from time to time, to enter into one or more forward Interest Rate Protection Agreements (other than with respect to outstanding Loans) having an “effective date” occurring prior to the third (3rd) anniversary of the Effective Date, a term of five (5), seven (7) or ten (10) years, a notional amount not greater than the excess of the Total Commitments not then the subject of Interest Rate Protection Agreements and which shall otherwise comply with the requirements of clauses (ii) through (vi) in Section 2.18(a) hereof (“ Permitted Forward Swap Agreements ”). In the event that Agent, any Affiliate of Agent, any Lender or any Affiliate of Lender elects or is permitted, as referred to in the definition of “Lender Interest Rate Protection Agreement” as set forth in Section 1.1 hereof, to enter into an Interest Rate Protection Agreement with Borrowers, any such Interest Rate Protection Agreement may be a Lender Interest Rate Protection Agreement. Notwithstanding anything to the contrary contained herein, Borrowers shall cause all Permitted Forward Swap Agreements which have not become required Interest Rate Protection Agreements as a result of Borrowings after the Effective Date to terminate on or prior to the third (3 ^rd ) anniversary of the Effective Date.

          (c)  Failure to Provide Interest Rate Protection . In the event that Borrowers breach their obligations to enter into and maintain an Interest Rate Protection Agreement required hereunder in full force and effect as set forth in Section 2.18(a) hereof, in addition to Agent’s rights and remedies hereunder or under the other Financing Documents, Agent may, but shall have no obligation to, at Borrowers’ sole cost and expense and on each Borrower’s behalf, enter into an Interest Rate Protection Agreement as may be required pursuant to Section 2.18(a) hereof. In the event that Agent shall elect to enter into an Interest Rate Protection Agreement on Borrowers’ behalf, such Interest Rate Protection Agreement, at Agent’s election, may be a Lender Interest Rate Protection Agreement. Agent is hereby irrevocably appointed the true and lawful attorney of each Borrower (coupled with an interest), and Agent shall be entitled to act pursuant to such power following an Event of Default that shall have occurred and be continuing by reason of a failure to comply with the terms of Section 2.18(a) hereof, in its name and stead, solely to execute such an Interest Rate Protection Agreement and all necessary documents ancillary thereto, and for that purpose Agent may execute all necessary agreements and instruments, and may substitute one or more persons with like power, each Borrower hereby ratifying and confirming all that its said attorney or such substitute or substitutes shall lawfully do by virtue hereof. All sums paid and liabilities incurred by Agent pursuant to this Section 2.18 shall be paid by Borrowers (and not from the proceeds of a Loan) within five (5) Business Days after Agent’s demand with Interest at the Default Rate to the date of payment to Agent and such sums and liabilities, including such Interest, shall be deemed and shall constitute advances under this Agreement and be secured by the Security Documents.

          (d)  Obligation of Borrowers Unaffected by Interest Rate Protection Agreement . No Interest Rate Protection Agreement shall alter, impair, restrict, limit or modify in any respect the obligation of any Borrower to pay Interest on the Loans, as and when the same becomes due and payable in accordance with the provisions of the Financing Documents.

          (e)  Termination, etc. of Interest Rate Protection Agreement . No Borrower shall terminate, modify, cancel or surrender, or permit the termination, modification, cancellation or surrender of, any required Interest Rate Protection Agreement without the prior consent of Agent or as required pursuant to Section 2.09(e) or 2.18(i) hereof. Within five (5) Business Days after any Borrower obtains knowledge of or receipt of notice (which may be given by Agent or a Lender) of a default by the financial institution that is a party to any Interest Rate Protection Agreement, the applicable Borrower shall substitute for such defaulted Interest Rate Protection Agreement another Interest Rate Protection Agreement (to which the Person that defaulted under the defaulted Interest Rate Protection Agreement is not a party) so that, after giving effect to such substitution, Borrowers are in compliance with the requirements of Section 2.18(a) hereof.

          (f)  Receipts from Interest Rate Protection Agreements . All payments due to any Borrower pursuant to any Interest Rate Protection Agreement, including upon any termination thereof, shall be payable to and, except as provided below, held by Agent; provided , however , that all periodic “net payments” due to any Borrower so received by Agent in connection with a payment made by a counterparty to an Interest Rate Protection Agreement shall be applied by Agent on account of Interest then due and payable on the Loan unless an Event of Default shall have occurred and be continuing; provided , further , however , if an Event of Default shall have occurred and be continuing Agent may, in its discretion, for so long as such Event of Default is continuing and in addition to any other rights and remedies hereunder, apply the amounts so held by Agent to the Loans or other amounts due under the Financing Documents at Agent’s election. Such funds shall constitute additional security for the Obligations, a security interest therein being granted hereby. In the event any Borrower receives any sums pursuant to or in connection with any Interest Rate Protection Agreement, it shall immediately pay such sums to Agent, provided , however , so long as no Event of Default shall have occurred and be continuing, all payments received by Agent in connection with any Interest Rate Protection Agreement in excess of amounts then due and payable on account principal, Interest or other sums due in connection with the Loan shall be promptly remitted to Borrowers.

          (g)  Security . No Interest Rate Protection Agreement shall be secured by all or any portion of the Collateral unless it is a Lender Interest Rate Protection Agreement, in which case each Borrower’s obligations under such Lender Interest Rate Protection Agreement shall be secured pari passu with the principal amount of the Loans secured by the Mortgages and the other Security Documents. In amplification of the foregoing, in the event that any payment made by any Borrower hereunder or under any other Financing Documents is insufficient to pay all amounts due and owing on the date of such payment and is intended to be applied on account of principal of the Loans, such payment shall be applied pari passu to the amounts due under the Lender Interest Rate Protection Agreement and to the outstanding principal of the Loans.

          (h)  Interest Rate Protection Agreements . Each Lender that is a party to any Interest Rate Protection Agreement acknowledges that the interest of each Borrower in and to such Interest Rate Protection Agreement will be pledged and collaterally assigned to Agent

pursuant to the Financing Documents, and hereby consents without any restrictions to such pledge and collateral assignment. All payments, if any, due under such Interest Rate Protection Agreement shall be paid directly to Agent to be applied in accordance with Section 2.18(f) hereof, and all other rights of any Borrower shall, upon the occurrence and during the continuance of an Event of Default, be exercisable by Agent. Each Lender that is a party to any Interest Rate Protection Agreement shall execute and deliver to Agent, and cause any Affiliate of such Lender that is a party to any Interest Rate Protection Agreement to execute and deliver to Agent, upon entering into such agreement the Interest Rate Protection Agreement Consent in order to confirm the foregoing.

          (i)  Additional Interest Rate Protection Agreements . Without limiting any other provision of this Section 2.18 , if, as of any date on which no Default or Event of Default shall exist, Borrowers reasonably believe that they shall obtain one or more Loans within one hundred and eighty (180) days after such date which Borrowers reasonably believe would not otherwise become the subject of a Permitted Forward Swap Agreement or an Interest Rate Protection Agreement with respect to which the notional amount thereunder was not reduced in connection with a prepayment of the Loans in accordance with Section 2.09(e) hereof, Borrowers shall have the right to enter into one or more Interest Rate Protection Agreements which shall have an aggregate notional amount not greater than the amount of such anticipated Loans to be obtained by Borrowers within such one hundred and eighty (180) day period; provided , further , however , in the event that after the expiration of such one hundred and eighty (180) day period, the aggregate outstanding principal balance of the Loans shall be less than aggregate notional amounts of all Interest Rate Protection Agreements then in effect (including Interest Rate Protection Agreements entered into pursuant to this Section 2.18(i) , but excluding any Permitted Forward Swap Agreements and any Interest Rate Protection Agreements with respect to which the notional amount thereunder was not reduced in connection with a prepayment of the Loans in accordance with Section 2.09(e) hereof), Borrowers shall immediately (i) cause a reduction of the aggregate notional amounts of such interest rate protection arrangements so as to cause such aggregate notional amount of all Interest Rate Protection Agreements (other than any Permitted Forward Swap Agreements and any Interest Rate Protection Agreements with respect to which the notional amount thereunder was not reduced in connection with a prepayment of the Loans in accordance with Section 2.09(e) hereof) to correspond to the aggregate outstanding principal balance of the Loans as of the end of such one hundred and eighty (180) day period, (ii) pay all sums, if any, payable by Borrowers pursuant to any Interest Rate Protection Agreement with respect to such reduction and (iii) provide evidence to Agent of Borrowers’ compliance with clauses (i) and (ii) of this Section 2.18(i) . Notwithstanding anything to the contrary contained herein, (y) Borrowers’ rights under this Section 2.18(i) to enter into one or more Interest Rate Protection Agreements which are not required pursuant to this Section 2.18 hereof shall only exist until the third (3 ^rd ) anniversary of the Effective Date and (z) to the extent that any one hundred and eighty (180) day period referred to in this Section 2.18(i) shall extend beyond the third (3 ^rd ) anniversary of the Effective Date, such period shall be deemed to be shortened by the applicable number of days so that such period shall expire on the third (3 ^rd ) anniversary of the Effective Date.

          SECTION 2.19. Tenant Security Deposits .

          (a) To the extent required by Legal Requirements or any Space Lease, each Borrower shall hold, in trust, all applicable Tenant security deposits provided pursuant to the applicable Space Leases (“ Security Deposits ”) in a segregated account with one or more depository institutions reasonably approved by Agent (collectively, the “ Tenant Security Account ”), and shall not commingle any such funds with any other funds of any Borrower. Without limiting the foregoing, to the extent required by Legal Requirements or any Space Lease, Borrowers shall, and shall cause Manager to, deposit all applicable cash Security Deposits collected by Borrowers, Manager or any of their respective agents into the Tenant Security Account within one (1) Business Day of receipt. Within ten (10) days after Agent’s request, Borrowers shall furnish to Agent a statement of all Security Deposits. Within one (1) Business Day following Agent’s notice to Borrowers of the occurrence of an Event of Default, Borrowers shall deposit into the Tenant Security Account (to the extent not then held in the Tenant Security Account pursuant to this Section 2.19 ) an amount equal to the aggregate amount of all cash Security Deposits under Space Leases then in effect which have not theretofore been returned to the applicable Tenant or applied against amounts due under the applicable Space Lease, in each case, in accordance with the terms of this Agreement.

          (b) Subject to Legal Requirements, the Tenant Security Account shall be under the sole dominion and control of Agent, and Borrowers shall have no right to make withdrawals therefrom except as provided in this Section 2.19 and as required by Legal Requirements. Each Borrower may make withdrawals from its Tenant Security Account at such time as no Event of Default has occurred and is continuing provided the proceeds are (i) applied in the ordinary course of business to sums due under the applicable Space Lease when the terms of such Space Lease or Legal Requirements permit the application thereof or (ii) returned to the applicable Tenant pursuant to Legal Requirements or the terms of the applicable Space Lease which require such Borrower to return such Security Deposit. After the occurrence and during the continuation of an Event of Default, neither Borrowers nor any other Person shall have any right to, and each Borrower covenants that it shall not, withdraw any amounts from the Tenant Security Account or apply any Security Deposits, except as may be approved by Agent. In the event an Event of Default exists but a Borrower is required pursuant to the terms of the applicable Space Lease or Legal Requirements to return any Security Deposit to the applicable Tenant, Borrowers shall deliver a notice to Agent certifying same and stating the reason therefor. Agent shall, at Agent’s option and at Borrowers’ sole cost and expense, either permit the applicable Borrower to return the Security Deposit to the applicable Tenant or, if Agent elects, cause such Security Deposit to be returned directly to the applicable Tenant. Following the occurrence and during the continuation of an Event of Default, Agent shall have the rights and remedies with respect to the Tenant Security Account specified in this Agreement or in any other Financing Document, subject to Legal Requirements and the rights of the Tenants under the Space Leases.

          (c) Upon the request of Agent during the existence of an Event of Default, Borrowers shall transfer to the name of Agent and deliver to Agent all original Space Lease Letters of Credit obtained by any Borrower, together with reasonable evidence that all fees payable to the issuer on account of such assignment and transfer have been paid. All such Space Lease Letters of Credit shall be transferable by their terms. Each Borrower hereby grants to

Agent and Lenders a security interest in all rights of such Borrower in and to all Space Lease Letters of Credit, including all proceeds thereof, as additional security for the Obligations. In addition to all other rights and remedies of Agent and Lenders, Agent may, and to the extent necessary in order to do so, each Borrower hereby grants to Agent an irrevocable power of attorney, coupled with an interest, and Agent shall be entitled to act pursuant to such power following an Event of Default that shall have occurred and be continuing by reason of a failure to comply with the terms of this Section 2.19 , solely to draw upon or otherwise realize on each such Space Lease Letters of Credit in accordance with its terms and those of the applicable Space Lease. Upon the receipt of any Space Lease Letters of Credit, Agent shall hold such Space Lease Letters of Credit as additional collateral for the Loans subject to the terms of the related Space Leases. If a Borrower is required by the terms of the applicable Space Lease or Legal Requirements to return any Space Lease Letter of Credit which is then being held by Agent to the Tenant, Agent shall, at Borrowers’ sole cost and expense, re-assign and transfer and deliver possession of such original Space Lease Letter of Credit to the applicable Borrower provided Borrowers deliver to Agent a written request for same, certifying the foregoing and indicating the applicable Space Lease and Letter of Credit and the reasons for such return, such Borrower shall promptly return the same to the applicable Tenant. At Agent’s election and at Borrowers’ sole cost and expense, instead of delivering such Space Lease Letter of Credit to such Borrower, Agent shall return same to the applicable Tenant.

          (d) So long as no Event of Default shall have occurred and be continuing, Borrowers shall have the right to hold all Space Lease Letters of Credit in the name of the applicable Borrowers, as beneficiary, and draw on such Space Lease Letter of Credit in accordance therewith and with the applicable Space Lease and Legal Requirements. Borr