CREDIT AGREEMENT

Exhibit 10.1 CREDIT AGREEMENT DATED AS OF AUGUST 25, 2008 by and among PACIFIC OFFICE PROPERTIES, L.P., AS BORROWER, KEYBANK NATIONAL ASSOCIATION, AND OTHER LENDERS THAT MAY BECOME PARTIES TO THIS AGREEMENT, KEYBANK NATIONAL ASSOCIATION, AS AGENT, AND KEYBANC CAPITAL MARKETS,
AS SOLE LEAD ARRANGER AND SOLE BOOK MANAGER

CREDIT AGREEMENT       THIS CREDIT AGREEMENT (this "Agreement") is made as of the 25th day of August, 2008, by and among PACIFIC OFFICE PROPERTIES, L.P. , a Delaware limited partnership (the "Borrower"), KEYBANK NATIONAL ASSOCIATION ("KeyBank") and the other lending institutions that may become parties hereto pursuant to §18 (together with KeyBank, the "Lenders"), and KEYBANK NATIONAL ASSOCIATION , as Agent for the Lenders (the "Agent"), and KEYBANC CAPITAL MARKETS , as Sole Lead Arranger and Sole Book Manager. R E C I T A L S       WHEREAS , the Borrower has requested that the Lenders provide a revolving credit facility to the Borrower; and       WHEREAS , the Agent and the Lenders are willing to provide such revolving credit facility to the Borrower on and subject to the terms and conditions set forth herein;       NOW, THEREFORE , in consideration of the recitals herein and mutual covenants and agreements contained herein, the parties hereto hereby covenant and agree as follows: §1. DEFINITIONS AND RULES OF INTERPRETATION.      §1.1 Definitions . The following terms shall have the meanings set forth in this §l or elsewhere in the provisions of this Agreement referred to below:            Acknowledgments . The Acknowledgments executed by each Company in favor of the Agent, acknowledging the pledge of Equity Interests in such Company to Agent, such Acknowledgement to be in form and substance satisfactory to Agent.            Additional Commitment Request Notice . See §2.10(a).            Additional Guarantor . Each additional Subsidiary of Borrower which becomes a Subsidiary Guarantor pursuant to §5.2.            Additional Pledgor . Each additional Pledgor which becomes a Pledgor pursuant to §5.3.            Additional Security Documents. See § 5.3.            Adjusted Consolidated Fixed Charges . On any date of determination, the sum of (a) Consolidated Interest Expense, plus (b) the amount of any Preferred Distributions attributable to Borrower and REIT during such period, plus (c) all regularly scheduled principal payments made with respect to Indebtedness of the Borrower and its Subsidiaries, other than any balloon, bullet or similar principal payment which repays such Indebtedness in full, plus (d) federal and state income taxes paid, in each of (a), (b), (c) and (d) as measured for the period of four (4) fiscal quarters most recently ended (provided however that if financial information has not existed for four (4) fiscal quarters as of the date of determination, then such calculation shall be

based upon the period of those calendar quarters that are available commencing April 1, 2008 and ended prior to the date of determination annualized in a manner reasonably acceptable to Agent). Adjusted Consolidated Fixed Charges shall include such Person’s Equity Percentage in the Adjusted Consolidated Fixed Charges of its Unconsolidated Affiliates.            Adjusted Consolidated EBITDA . On any date of determination, the sum of (a) the Consolidated EBITDA for the prior four (4) fiscal quarters most recently ended (provided however that if financial information has not existed for four (4) fiscal quarters as of the date of determination, then such calculation shall be based upon the period of those calendar quarters that are available commencing April 1, 2008 and ended prior to the date of determination annualized in a manner reasonably acceptable to Agent), less (b) the Capital Reserve.            Adjusted Real Estate Collateral Value . An amount equal to the Real Estate Collateral Value divided by 1.25.            Advisor . Pacific Office Management, Inc., a Delaware corporation.            Advisory Agreement . That certain Advisory Agreement dated as of March 19, 2008 by and between Borrower, the REIT and Advisor.            Affiliate . An Affiliate, as applied to any Person, shall mean any other Person directly or indirectly controlling, controlled by, or under common control with, that Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling", "controlled by" and "under common control with"), as applied to any Person, means (a) the possession, directly or indirectly, of the power to vote ten percent (10%) or more of the stock, shares, voting trust certificates, beneficial interest, partnership interests, member interests or other interests having voting power for the election of directors of such Person or otherwise to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities or by contract or otherwise, or (b) the ownership of (i) a general partnership interest, (ii) a managing member’s or manager’s interest in a limited liability company or (iii) a limited partnership interest or preferred stock (or other ownership interest) representing ten percent (10%) or more of the outstanding limited partnership interests, preferred stock or other ownership interests of such Person.            Agent . KeyBank National Association, acting as administrative agent for the Lenders, and its successors and assigns.            Agent’s Head Office . The Agent’s head office located at 127 Public Square, Cleveland, Ohio 44114-1306, or at such other location as the Agent may designate from time to time by notice to the Borrower and the Lenders.            Agent’s Special Counsel . McKenna Long & Aldridge LLP or such other counsel as selected by Agent.            Agreement . This Credit Agreement, including the Schedules and Exhibits hereto.            Agreement Regarding Fees . See §4.2.

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           Arranger . KeyBanc Capital Markets or any successor.            Assignment and Acceptance Agreement . See §18.1.            Assignment of Interests . The Assignment of Interests dated of even date herewith made by Pledgors in favor of Agent for the benefit of the Lenders.            Authorized Officer . Any of the following Persons: Jim Kasim and such other Persons as Borrower shall designate in a written notice to Agent.            Balance Sheet Date . June 30, 2008.            Bankruptcy Code . Title 11, U.S.C.A., as amended from time to time or any successor statute thereto.            Base Rate . The greater of (a) the fluctuating annual rate of interest announced from time to time by the Agent at the Agent’s Head Office as its "prime rate" or (b) one half of one percent (0.5%) above the Federal Funds Effective Rate. The Base Rate is a reference rate and does not necessarily represent the lowest or best rate being charged to any customer. Any change in the rate of interest payable hereunder resulting from a change in the Base Rate shall become effective as of the opening of business on the day on which such change in the Base Rate becomes effective, without notice or demand of any kind.            Base Rate Loans . Loans bearing interest calculated by reference to the Base Rate.            Borrower . Pacific Office Properties, L.P., a Delaware limited partnership.            Borrowing Base . The Borrowing Base shall be the amount which is the sum of the aggregate Borrowing Base Asset Values of the Borrowing Base Assets.            Borrowing Base Asset . Borrowing Base Asset shall mean any Eligible Asset which satisfies the conditions set forth in §7.17(a). The initial Borrowing Base Assets are described on Schedule 7.17 hereto.            Borrowing Base Asset Value . The Borrowing Base Asset Value of any Borrowing Base Asset shall be the Interest Value; provided that the Borrowing Base Asset Value of any Borrowing Base Asset shall be deemed to be zero in the event of any event of default or other event which would permit the acceleration of any senior mortgage or mezzanine Indebtedness with respect to such Borrowing Base Asset has occurred and is continuing.            Borrowing Base Certificate . See §7.4(c).            Borrowing Base Covenant . The covenant set forth in § 9.5.            Breakage Costs . The cost to any Lender of re-employing funds bearing interest at LIBOR incurred (or reasonably expected to be incurred) in connection with (i) any payment of any portion of the Loans bearing interest at LIBOR prior to the termination of any applicable Interest Period, (ii) the conversion of a LIBOR Rate Loan to any other applicable interest rate on

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a date other than the last day of the relevant Interest Period, or (iii) the failure of the Borrower to draw down, on the first day of the applicable Interest Period, any amount as to which the Borrower has elected a LIBOR Rate Loan.            Building . With respect to each parcel of Real Estate, all of the buildings, structures and improvements now or hereafter located thereon.            Business Day . Any day on which banking institutions located in the same city and State as the Agent’s Head Office is located and in Los Angeles, California are open for the transaction of banking business and, in the case of LIBOR Rate Loans, which also is a LIBOR Business Day.            Capital Reserve . For any period and with respect to any improved Real Estate, an amount per annum equal to $0.50 multiplied by the total square footage of the Buildings in such Real Estate, less the amount of related cash balances maintained in lender reserve accounts pursuant to Senior Loan Documents which are attributable to the Buildings in such Real Estate. If the term Capital Reserve is used without reference to any specific Real Estate, then the amount shall be determined on an aggregate basis with respect to all Real Estate of the Borrower and its Subsidiaries and a proportionate share of all Real Estate of all Unconsolidated Affiliates. The Capital Reserve shall be calculated based on the total square footage of the Buildings owned (or ground leased) at the end of each fiscal quarter.            Capitalization Rate . 6.50%.            Capitalized Lease . A lease under which the discounted future rental payment obligations of the lessee or the obligor are required to be capitalized on the balance sheet of such Person in accordance with GAAP.            Capitalized Value . For any Real Estate, an amount equal to (a) the sum of the Net Operating Income for such Real Estate for the period of four (4) fiscal quarters most recently ended (provided however that if financial information has not existed for four (4) fiscal quarters as of the date of determination, then such calculation shall be based upon the period of those calendar quarters that are available commencing April 1, 2008 and ended prior to the date of determination annualized in a manner reasonably acceptable to Agent), minus the Capital Reserve for such Real Estate for such period, divided by (b) the Capitalization Rate.            Cash Collateral Agreement . The Cash Collateral Account and Control Agreement among Borrower, Guarantors, Agent and KeyBank as depository, as the same may be modified or amended, such agreement to be in form and substance satisfactory to Agent.            Carve-Out Guarantors . Collectively, Shidler West Investment Partners, L.P. and Shidler Hawaii Investment Partners, LLC.            Carve-Out Guaranty . That certain Indemnity and Guaranty Agreement dated as of the date hereof executed by the Carve-Out Guarantors.            Cash Collateralize . To pledge and deposit with or deliver to Agent, for the benefit of the Issuing Lender of a Letter of Credit, as collateral for the Letter of Credit Liabilities and

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other Obligations, cash or deposit account balances pursuant to documentation in form and substance satisfactory to Agent and the Issuing Lender. Agent, for the benefit of the Issuing Lender, shall have a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Such cash collateral shall be maintained in blocked, interest bearing deposit accounts at KeyBank which bear interest at the rate available for KeyBank’s standard institutional money market accounts.            CERCLA . The Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C § 9601, et seq.).            Change of Control . A Change of Control shall exist upon the occurrence after the Closing Date of any of the following:           (a) any Person (including a Person’s Affiliates and associates) or group (as that term is understood under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and the rules and regulations thereunder), shall have acquired beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of a percentage (based on voting power, in the event different classes of stock or voting interests shall have different voting powers) of the voting stock or voting interests of REIT, POP Venture or the Borrower equal to at least thirty-five percent (35.0%);           (b) as of any date a majority of the Board of Directors or Trustees or similar body (the "Board") of REIT or the Borrower consists of individuals who were not either (i) directors or trustees of REIT or the Borrower as of the date hereof, or (ii) selected or nominated to become directors or trustees by the Board of REIT or the Borrower of which a majority consisted of individuals described in clause (b)(i) above, or (iii) selected or nominated to become directors or trustees by the Board of REIT or the Borrower, which majority consisted of individuals described in clause (b)(i) above and individuals described in clause (b)(ii), above (excluding, in the case of both clause (ii) and (iii) above, any individual whose initial nomination for, or assumption of office as, a member of the Board occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more directors or trustees by any Person or group other than a solicitation for the election of one or more directors or trustees by or on behalf of the Board); or           (c) REIT, the Borrower or any of their respective Subsidiaries consolidates with, is acquired by, or merges into or with any Person (other than a merger permitted by §8.4); or           (d) REIT and POP Venture shall fail to own directly or indirectly at least fifty-five percent (55%) of Borrower; or           (e) the Borrower shall no longer be controlled by REIT; or           (f) the Borrower fails to own, directly or indirectly, free of any lien, encumbrance or other adverse claim, at least one hundred percent (100%) of the economic, voting and beneficial interest of each Subsidiary Guarantor; or

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          (g) (i) the Borrower shall no longer be managed and advised by Advisor, or (ii) the Advisor shall no longer be directly or indirectly majority owned and controlled by one or more of Jay H. Shidler, James C. Reynolds, Lawrence J. Taff, James R. Ingebritsen and Matthew J. Root.            Clifford Center Real Estate . That certain Real Estate owned by City Center, LLC that is commonly referred to as "Clifford Center".            Closing Date . The first date on which all of the conditions set forth in §10 and §11 have been satisfied.            Code . The Internal Revenue Code of 1986, as amended.            Collateral . All of the property, rights and interests of the Borrower and its Subsidiaries which are subject to the security interests and liens created by the Security Documents.            Commitment . With respect to each Lender, the amount set forth on Schedule 1.1 hereto as the amount of such Lender’s Commitment to make or maintain Loans to the Borrower and to participate in Letters of Credit for the account of the Borrower, as the same may be changed from time to time in accordance with the terms of this Agreement.            Commitment Increase . An increase in the Total Commitment to not more than $40,000,000.00 pursuant to §2.10.            Commitment Increase Date . See §2.10(a).            Commitment Percentage . With respect to each Lender, the percentage set forth on Schedule 1.1 hereto as such Lender’s percentage of the Total Commitment, as the same may be changed from time to time in accordance with the terms of this Agreement; provided that if the Commitments of the Lenders have been terminated as provided in this Agreement, then the Commitment of each Lender shall be determined based on the Commitment Percentage of such Lender immediately prior to such termination and after giving effect to any subsequent assignments made pursuant to the terms hereof.            Company . Each "Company" as defined in the Assignment of Interests.            Compliance Certificate . See §7.4(c).            Consolidated . With reference to any term defined herein, that term as applied to the accounts of a Person and its Subsidiaries, determined on a consolidated basis in accordance with GAAP.            Consolidated EBITDA . With respect to any period, an amount equal to the EBITDA of the Borrower and its Subsidiaries for such period determined on a Consolidated basis.

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           Consolidated Fixed Charges . On any date of determination, the sum of (a) Consolidated Interest Expense, plus (b) all regularly scheduled principal payments made with respect to Indebtedness of the Borrower and its Subsidiaries, other than any balloon, bullet or similar principal payment which repays such Indebtedness in full, plus (c) federal and state income taxes paid, in each of (a), (b) and (c) as measured for the period of four (4) fiscal quarters most recently ended (provided however that if financial information has not existed for four (4) fiscal quarters as of the date of determination, then such calculation shall be based upon the period of those calendar quarters that are available commencing April 1, 2008 and ended prior to the date of determination annualized in a manner reasonably acceptable to Agent). Consolidated Fixed Charges shall include such Person’s Equity Percentage in the Consolidated Fixed Charges of its Unconsolidated Affiliates but shall exclude Preferred Distributions.            Consolidated Interest Expense . On any date of determination, without duplication, (a) total Interest Expense determined on a consolidated basis in accordance with GAAP, plus (b) the applicable Person’s Equity Percentage of Interest Expense (subject to §8.15, other than Interest Expense from Excluded Affiliate Debt) of its Unconsolidated Affiliates for the applicable period.            Consolidated Tangible Net Worth . The amount by which Gross Asset Value exceeds Consolidated Total Indebtedness.            Consolidated Total Indebtedness . All Indebtedness of the Borrower and its Subsidiaries determined on a consolidated basis including (without duplication), such Person’s Equity Percentage of the Indebtedness of its Unconsolidated Affiliates but excluding Excluded Affiliate Debt.            Contribution Agreement . That certain Contribution Agreement dated of even date herewith among the Borrower, the Guarantors and each Additional Guarantor which may hereafter become a party thereto, as the same may be modified, amended or ratified from time to time.            Conversion/Continuation Request . A notice given by the Borrower to the Agent of its election to convert or continue a Loan in accordance with §4.1.            Debt Expense Rate . 6.00%.            Default . See §12.1.            Default Rate . See §4.11.            Delinquent Lender . See §14.5(c).            Derivatives Contract . Any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap

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transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement. Not in limitation of the foregoing, the term "Derivatives Contract" includes any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement, including any such obligations or liabilities under any such master agreement.            Derivatives Termination Value . In respect of any one or more Derivatives Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Derivatives Contracts, (a) for any date on or after the date such Derivatives Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a) the amount(s) determined as the mark-to-market value(s) for such Derivatives Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Derivatives Contracts (which may include the Agent or any Lender).            Development Property . Real Estate currently under development that has not become a Stabilized Property or on which the improvements related to the development have not been completed, provided that such a Development Property on which all improvements related to the development of such Real Estate have been substantially completed (excluding tenants improvements) for at least twelve (12) months shall cease to constitute a Development Property notwithstanding the fact that such Real Estate has not become a Stabilized Property, and shall be considered a Stabilized Property for the purposes of the calculation of Gross Asset Value.            Distribution . Any (a) dividend or other distribution, direct or indirect, on account of any Equity Interest of REIT, the Borrower or any of their respective Subsidiaries now or hereafter outstanding, except a dividend payable solely in Equity Interests of identical class to the holders of that class; (b) redemption, conversion, exchange, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity Interest of REIT, the Borrower or any of their respective Subsidiaries now or hereafter outstanding; and (c) payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire any Equity Interests of REIT, the Borrower or any of their respective Subsidiaries now or hereafter outstanding.            Dollars or $ . Dollars in lawful currency of the United States of America.            Domestic Lending Office . Initially, the office of each Lender designated as such on Schedule 1.1 hereto; thereafter, such other office of such Lender, if any, located within the United States that will be making or maintaining Base Rate Loans.            Drawdown Date . The date on which any Loan is made or is to be made, and the date on which any Loan is converted in accordance with §4.1.

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           EBITDA . With respect to a Person for any period (without duplication): (a) net income (or loss) of such Person and its Subsidiaries (but excluding with respect to any Unconsolidated Affiliate) for such period determined on a consolidated basis in accordance with GAAP, exclusive of the following (but only to the extent included in the determination of such net income (loss)): (i) depreciation and amortization expense; (ii) Interest Expense; (iii) income tax expense; (iv) extraordinary or non-recurring gains and losses; (v) share-based compensation; and (vi) other reasonable and customary non-cash expenses; plus (b) such Person’s pro rata share of EBITDA determined in accordance with clause (a) above of its Unconsolidated Affiliates.            Eligible Asset . Eligible Real Estate or a limited liability company, partnership, common stock or other form of ownership approved by the Agent in a special purpose, bankruptcy remote Person which owns, directly or through one or more special purpose, bankruptcy remote Persons, Eligible Real Estate. Such Eligible Real Estate and any equity interests in the Person owning such Eligible Real Estate (other than the Eligible Asset) may be subject to a mortgage loan or a mezzanine loan, provided that each such loan is performing in accordance with its payment terms, no event of default or other event which would permit the acceleration of such loan shall have occurred under the applicable documents and, except with respect to loans pursuant to the agreements listed on Schedule 8.1(f), the holder of such loan has entered into an intercreditor agreement reasonably acceptable to Agent which consents to the pledge of 100% of the Eligible Assets to Agent to secure the Obligations and the foreclosure and sale by Agent of such Eligible Assets and which provides, among other things, for notice to Agent of any default under such loan and the right to cure such default.            Eligible Real Estate . Real Estate shall constitute Eligible Real Estate if:           (a) such Real Estate is wholly-owned in fee (or a ground lease acceptable to the Agent in its reasonable discretion provided that such ground lease has not been terminated and is performing in accordance with its payment terms and no event of default or other event which would permit the termination of such ground lease shall have occurred under the applicable ground lease documents and provided further that upon a First Insurance Ground Lease Subordination Event, Borrower has delivered to Agent a commercially reasonable subordination, attornment and non-disturbance agreement from the fee mortgagee in favor of the holder of the leasehold interest which is reasonably acceptable to Agent) by Borrower or a Wholly-Owned Subsidiary of Borrower;           (b) such Real Estate is located within California, Arizona or Hawaii and is consistent with Borrower’s business strategy as of the date of this Agreement;           (c) such Real Estate is improved with a completed income-producing office building;           (d) such Real Estate is managed by the Borrower or an Affiliate thereof;           (e) no interest of the Borrower or any Guarantor therein is subject to any Lien (other than the Liens securing mortgage and mezzanine loans permitted in the definition of Eligible Asset); and

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          (f) such Real Estate is free of all structural defects or major architectural deficiencies, title defects, environmental conditions or other adverse matters except for defects, deficiencies, conditions or other matters individually or collectively which are not material to the profitable operation of such Real Estate and would not materially adversely affect the value, use or ability to sell or refinance such Real Estate.            Employee Benefit Plan . Any employee benefit plan within the meaning of §3(3) of ERISA maintained or contributed to by REIT or any ERISA Affiliate, other than a Multiemployer Plan.            Environmental Engineer . Any firm of independent professional engineers or other scientists generally recognized as expert in the detection, analysis and remediation of Hazardous Substances and related environmental matters and acceptable to the Agent in its reasonable discretion.            Environmental Laws . As defined in the Indemnity Agreement.            Equity Interests . With respect to any Person, any share of capital stock of (or other ownership or profit interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership or profit interests in) such Person, any security convertible into or exchangeable for any share of capital stock of (or other ownership or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination.            Equity Offering . The issuance and sale after the Closing Date by the Borrower or any of its Subsidiaries, POP Venture or REIT of any equity securities of such Person.            Equity Percentage . The aggregate ownership percentage of REIT, the Borrower or their respective Subsidiaries in each Unconsolidated Affiliate.            ERISA . The Employee Retirement Income Security Act of 1974, as amended and in effect from time to time.            ERISA Affiliate . Any Person which is treated as a single employer with REIT or its Subsidiaries under §414 of the Code.            ERISA Reportable Event . A reportable event with respect to a Guaranteed Pension Plan within the meaning of §4043 of ERISA and the regulations promulgated thereunder as to which the requirement of notice has not been waived.            Event of Default . See §12.1.            Excluded Affiliate Debt . Seller -financed indebtedness incurred in connection with the acquisition and formation of an Unconsolidated Affiliate and contributor-financed

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indebtedness incurred in connection with the formation transactions of the Borrower and certain Affiliates thereof on March 19, 2008, or in connection with additional acquisitions as permitted in §8.11, in each case that are expressly and satisfactorily subordinated to the Obligations pursuant to a Subordination and Standstill Agreement.            Extension Request . See §2.9.            Federal Funds Effective Rate . For any day, the rate per annum (rounded upward to the nearest one-hundredth of one percent (1/100 of 1%)) announced by the Federal Reserve Bank of Cleveland on such day as being the weighted average of the rates on overnight federal funds transactions arranged by federal funds brokers on the previous trading day, as computed and announced by such Federal Reserve Bank in substantially the same manner as such Federal Reserve Bank computes and announces the weighted average it refers to as the "Federal Funds Effective Rate."            First Insurance Ground Lease . That certain Ground Lease dated December 20, 2005, between 101 Park Avenue (1100 Ward) LLC, as Landlord, and POP Ward Avenue, as Tenant.            First Insurance Ground Lease Subordination Event . The subordination of the leasehold interest of POP Ward Avenue under the First Insurance Ground Lease to the interest of the mortgagee of the fee interest in the First Insurance Real Estate.            First Insurance Real Estate . That Real Estate described in and subject to the First Insurance Ground Lease.            Funds from Operations . With respect to any Person for any period, an amount equal to the Net Income (or Loss) of such Person for such period, computed in accordance with GAAP, excluding gains (or losses) from sales of property, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be recalculated to reflect funds from operations on the same basis.            GAAP . Principles that are (a) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board and its predecessors, as in effect from time to time and (b) consistently applied with past financial statements of the Person adopting the same principles; provided that a certified public accountant would, insofar as the use of such accounting principles is pertinent, be in a position to deliver an unqualified opinion (other than a qualification regarding changes in generally accepted accounting principles) as to financial statements in which such principles have been properly applied.            Gross Asset Value . On a consolidated basis for the Borrower and its Subsidiaries, Gross Asset Value shall mean the sum of (without duplication with respect to any Real Estate):                (i) with respect to each Stabilized Property, the Capitalized Value of all such Real Estate; plus

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               (ii) with respect to Development Properties until the earlier of (A) the one (1) year anniversary of the acquisition of such Real Estate by such Person or (B) the first day of the first fiscal quarter following the date such Real Estate becomes a Stabilized Property, the lesser of (x) the cost (determined in accordance with GAAP) of such Development Property and (y) the as-is appraised value of such Development Property as determined by a current appraisal satisfactory to Agent. Gross Asset Value will be adjusted, as appropriate, for acquisitions, dispositions and other changes to the portfolio during the calendar quarter most recently ended prior to a date of determination. All income, expense and value associated with assets included in Gross Asset Value disposed of during the calendar quarter most recently ended prior to the date of determination will be eliminated from calculations. Gross Asset Value will be adjusted to only include an amount equal to Borrower’s or any of its Subsidiaries’ pro rata share (based upon such Person’s Equity Percentage in such Unconsolidated Affiliate) of the Gross Asset Value attributable to any of the items listed above in this definition owned by such Unconsolidated Affiliate.            Guaranteed Pension Plan . Any employee pension benefit plan within the meaning of §3(2) of ERISA maintained or contributed to by REIT or any ERISA Affiliate the benefits of which are guaranteed on termination in full or in part by the PBGC pursuant to Title IV of ERISA, other than a Multiemployer Plan.            Guarantor . Collectively, REIT, the Subsidiary Guarantors and each Additional Guarantor, and individually any one of them.            Guaranty . The Unconditional Guaranty of Payment and Performance dated of even date herewith made by the Guarantors in favor of the Agent and the Lenders, as the same may be modified or amended, such Guaranty to be in form and substance reasonably satisfactory to the Agent.            Hazardous Substances . As defined in the Indemnity Agreement.            Inactive Amount . An amount equal to $10,000,000.00, which as of the date hereof is not available to be borrowed by the Borrower, and which does not constitute a part of the Commitments or Total Commitments.            Increase Notice . See §2.10(a).            Indebtedness . With respect to a Person, at the time of computation thereof, all of the following (without duplication): (a) all obligations of such Person in respect of money borrowed (other than trade debt incurred in the ordinary course of business which is not more than ninety (90) days past due); (b) all obligations of such Person, whether or not for money borrowed (i) represented by notes payable, or drafts accepted, in each case representing extensions of credit, (ii) evidenced by bonds, debentures, notes or similar instruments, or (iii) constituting purchase money indebtedness, conditional sales contracts, title retention debt instruments or other similar instruments, upon which interest charges are customarily paid or that are issued or assumed as full or partial payment for property or services rendered; (c) all obligations of such Person as a lessee or obligor under a Capitalized Lease; (d) all

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reimbursement obligations of such Person under any letters of credit or acceptances (whether or not the same have been presented for payment); (e) all Off-Balance Sheet Obligations of such Person; (f) all obligations of such Person in respect of any purchase obligation, repurchase obligation, takeout commitment or forward equity commitment, in each case evidenced by a binding agreement (excluding any such obligation to the extent the obligation can be satisfied solely by the issuance of Equity Interests), (g) net obligations under any Derivatives Contract not entered into as a hedge against existing Indebtedness, in an amount equal to the Derivatives Termination Value thereof; (h) all obligations of such Person to redeem, retire, defease or otherwise make any payment in respect of any Mandatorily Redeemable Stock issued by such Person or any other Person, valued at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (i) all Indebtedness of other Persons which such Person has guaranteed or is otherwise recourse to such Person (except for guaranties of customary exceptions for fraud, misapplication of funds, environmental indemnities, violation of "special purpose entity" covenants, and other similar exceptions to recourse liability (but not exceptions relating to bankruptcy, insolvency, receivership and other similar events) until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim ), including liability of a general partner in respect of liabilities of a partnership in which it is a general partner which would constitute "Indebtedness" hereunder, any obligation to supply funds to or in any manner to invest directly or indirectly in a Person, to maintain working capital or equity capital of a Person or otherwise to maintain net worth, solvency or other financial condition of a Person, to purchase indebtedness, or to assure the owner of indebtedness against loss, including, without limitation, through an agreement to purchase property, securities, goods, supplies or services for the purpose of enabling the debtor to make payment of the indebtedness held by such owner or otherwise; (j) all Indebtedness of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness or other payment obligation; and (k) such Person’s pro rata share of the Indebtedness (based upon its Equity Percentage in such Unconsolidated Affiliates) of any Unconsolidated Affiliate of such Person.            Indemnity Agreement . The Indemnity Agreement Regarding Hazardous Materials made by the Borrower, Carve-Out Guarantors and Guarantors in favor of the Agent and the Lenders, as the same may be modified, amended or ratified, pursuant to which the Borrower, each Carve-Out Guarantor and each Guarantor agrees to indemnify the Agent and the Lenders with respect to Hazardous Substances and Environmental Laws.            Interest Expense . On any date of determination, with respect to the Borrower and its Subsidiaries (but excluding with respect to any Unconsolidated Affiliate except as set forth in (b) below), without duplication, (a) interest incurred (in accordance with GAAP) for the period of four (4) fiscal quarters most recently ended (provided however that if financial information has not existed for four (4) fiscal quarters as of the date of determination, then such calculation shall be based upon the period of those calendar quarters that are available commencing April 1, 2008 and ended prior to the date of determination annualized in a manner reasonably acceptable to Agent), including capitalized interest not funded under a construction loan, plus (b) the Borrower’s and its Subsidiaries’ Equity Percentage of Interest Expense of their Unconsolidated Affiliates for such same period. Notwithstanding the foregoing, Interest Expense shall not

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include (i) interest expense attributable to Excluded Affiliate Debt unless otherwise specified herein or (ii) amortization expense.            Interest Payment Date . As to each Loan, the first (1st) day of each calendar month during the term of such Loan.            Interest Period . With respect to each LIBOR Rate Loan (a) initially, the period commencing on the Drawdown Date of such LIBOR Rate Loan and ending one, two, three or six months thereafter, and (b) thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Loan and ending on the last day of one of the periods set forth above, as selected by the Borrower in a Loan Request or Conversion/Continuation Request; provided that all of the foregoing provisions relating to Interest Periods are subject to the following:                (i) if any Interest Period with respect to a LIBOR Rate Loan would otherwise end on a day that is not a LIBOR Business Day, such Interest Period shall end on the next succeeding LIBOR Business Day, unless such next succeeding LIBOR Business Day occurs in the next calendar month, in which case such Interest Period shall end on the next preceding LIBOR Business Day, as determined conclusively by the Agent in accordance with the then current bank practice in London;                (ii) if the Borrower shall fail to give notice as provided in §4.1, the Borrower shall be deemed to have requested a continuation of the affected LIBOR Rate Loan, on the last day of the then current Interest Period with respect thereto, as a LIBOR Rate Loan with an Interest Period of one month;                (iii) any Interest Period pertaining to a LIBOR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the applicable calendar month; and                (iv) no Interest Period relating to any LIBOR Rate Loan shall extend beyond the Maturity Date.            Interest Value . With respect to any Eligible Asset, an amount equal to the product of (a) the sum of (i) the Adjusted Real Estate Collateral Value for the applicable Eligible Real Estate minus (ii) any Indebtedness encumbering such Eligible Real Estate or any Senior Equity Interest therein, multiplied by (b) the Borrower’s or Subsidiary Guarantor’s, as applicable, ownership interest (expressed as a percentage) in such Eligible Real Property which has been pledged to Lender as Collateral.            Investments . With respect to any Person, all shares of capital stock, evidences of Indebtedness and other securities issued by any other Person and owned by such Person, all loans, advances, or extensions of credit to, or contributions to the capital of, any other Person, all purchases of the securities or business or integral part of the business of any other Person and commitments and options to make such purchases, all interests in real property, and all other investments; provided , however , that the term "Investment" shall not include (i) equipment, inventory and other tangible personal property acquired in the ordinary course of business, or

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(ii) current trade and customer accounts receivable for services rendered in the ordinary course of business and payable in accordance with customary trade terms. In determining the aggregate amount of Investments outstanding at any particular time: (a) there shall be included as an Investment all interest accrued with respect to Indebtedness constituting an Investment unless and until such interest is paid; (b) there shall be deducted in respect of each Investment any amount received as a return of capital; (c) there shall not be deducted in respect of any Investment any amounts received as earnings on such Investment, whether as dividends, interest or otherwise, except that accrued interest included as provided in the foregoing clause (a) may be deducted when paid; and (d) there shall not be deducted in respect of any Investment any decrease in the value thereof.            Issuing Lender . KeyBank, in its capacity as the Lender issuing the Letters of Credit and any successor thereto.            Joinder Agreement . The Joinder Agreement with respect to the Guaranty, the Contribution Agreement and the Indemnity Agreement to be executed and delivered pursuant to §5.2 by any Additional Guarantor, such Joinder Agreement to be substantially in the form of Exhibit B hereto.            KeyBank . As defined in the preamble hereto.            Leases . Leases, licenses and agreements, whether written or oral, relating to the use or occupation of space in any Building or of any Real Estate.            Lenders . KeyBank, the other lending institutions which are party hereto and any other Person which becomes an assignee of any rights of a Lender pursuant to §18 (but not including any participant as described in §18). The Issuing Lender shall be a Lender, as applicable.            Letter of Credit . Any standby letter of credit issued at the request of the Borrower and for the account of the Borrower in accordance with §2.8.            Letter of Credit Liabilities . At any time and in respect of any Letter of Credit, the sum of (a) the maximum undrawn face amount of such Letter of Credit plus (b) the aggregate unpaid principal amount of all drawings made under such Letter of Credit which have not been repaid (including repayment by a Loan). For purposes of this Agreement, a Lender (other than the Lender acting as the Issuing Lender) shall be deemed to hold a Letter of Credit Liability in an amount equal to its participation interest in the related Letter of Credit under §2.8, and the Lender acting as the Issuing Lender shall be deemed to hold a Letter of Credit Liability in an amount equal to its retained interest in the related Letter of Credit after giving effect to the acquisition by the Lenders other than the Lender acting as the Issuing Lender of their participation interests under such Section.            Letter of Credit Request . See §2.8(a).            LIBOR . For any LIBOR Rate Loan for any Interest Period, the average rate as shown in Reuters Screen LIBOR01 Page at which deposits in U.S. dollars are offered by first class banks in the London Interbank Market at approximately 11:00 a.m. (London time) on the

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day that is two (2) LIBOR Business Days prior to the first day of such Interest Period with a maturity approximately equal to such Interest Period and in an amount approximately equal to the amount to which such Interest Period relates, adjusted for reserves and taxes if required by future regulations. If such service no longer reports such rate or Agent determines in good faith that the rate so reported no longer accurately reflects the rate available to Agent in the London Interbank Market, Loans shall accrue interest at the Base Rate plus the Applicable Margin for such Loan. For any period during which a Reserve Percentage shall apply, LIBOR with respect to LIBOR Rate Loans shall be equal to the amount determined above divided by an amount equal to 1 minus the Reserve Percentage.            LIBOR Business Day . Any day on which commercial banks are open for international business (including dealings in Dollar deposits) in London, England.            LIBOR Lending Office . Initially, the office of each Lender designated as such on Schedule 1.1 hereto; thereafter, such other office of such Lender, if any, that shall be making or maintaining LIBOR Rate Loans.            LIBOR Rate Loans . Loans bearing interest calculated by reference to LIBOR.            Lien . See §8.2.            Loan Documents . This Agreement, the Guaranty, the Carve-Out Guaranty, the Notes, the Letter of Credit Request, the Security Documents, the Subordination of Management Agreements, the Subordination of Advisory Fees, the Subordination and Standstill Agreement and all other documents, instruments or agreements now or hereafter executed or delivered by or on behalf of the Borrower or any Guarantor in connection with the Loans.            Loan Request . See §2.5.            Loan and Loans . An individual loan or the aggregate loans, as the case may be, in the maximum principal amount of $30,000,000.00 (subject to increase as provided in §2.10) to be made by the Lenders hereunder as more particularly described in §2. Without limiting the foregoing, Loans shall also include Loans made pursuant to §2.8(f). All Loans shall be made in Dollars.            Management Agreements . Agreements, whether written or oral, providing for the management of any Real Estate, as the same may be amended, restated, supplemented or otherwise modified in accordance with the terms hereof.            Mandatorily Redeemable Stock . With respect to any Person, any Equity Interest of such Person which by the terms of such Equity Interest (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable), upon the happening of any event or otherwise (a) matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise (other than an Equity Interest to the extent redeemable in exchange for common stock or other equivalent common Equity Interests), (b) is convertible into or exchangeable or exercisable for Indebtedness or Mandatorily Redeemable Stock, or (c) is redeemable at the option of the holder thereof, in whole or in part (other than an Equity Interest

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which is redeemable solely in exchange for common stock or other equivalent common Equity Interests).            Material Adverse Effect . A material adverse effect on (a) the business, properties, assets, condition (financial or otherwise) or results of operations of REIT, the Borrower and their respective Subsidiaries considered as a whole; (b) the ability of REIT, the Borrower or any Subsidiary Guarantor to perform any of its obligations under the Loan Documents; (c) the validity or enforceability of any of the Loan Documents or the creation, perfection and priority of any Liens of Agent in the Collateral; or (d) the rights or remedies of Agent or the Lenders under the Loan Documents.            Material Subsidiary . Any existing or future Subsidiary of the Borrower which at any time has assets that constitute five percent (5%) or more of the Gross Asset Value.            Maturity Date . August 25, 2010, as such date may be extended as provided in §2.9, or such earlier date on which the Loans shall become due and payable pursuant to the terms hereof.            Moody’s . Moody’s Investors Service, Inc.            Mortgaged Property or Mortgaged Properties . The Eligible Real Estate owned by Borrower or a Subsidiary Guarantor which is security for the Obligations pursuant to the Mortgages.            Mortgages . The mortgages, deeds to secure debt and/or deeds of trust from Borrower or a Subsidiary Guarantor to the Agent for the benefit of the Lenders (or to trustees named therein acting on behalf of the Agent for the benefit of the Lenders), as the same may be modified or amended, pursuant to which such Borrower or Subsidiary Guarantor has conveyed or granted a mortgage lien upon or a conveyance in fee simple of a Mortgaged Property as security for the Obligations, each such Mortgage entered into after the date hereof to be in form and substance reasonably satisfactory to Agent.            Multiemployer Plan . Any multiemployer plan within the meaning of §3(37) of ERISA maintained or contributed to by REIT or any ERISA Affiliate.            Net Income (or Loss) . With respect to any Person (or any asset of any Person) for any period, the net income (or loss) of such Person (or attributable to such asset), determined in accordance with GAAP.            Net Offering Proceeds . The gross cash proceeds received by the Borrower or any of its Subsidiaries, POP Venture or REIT as a result of an Equity Offering less the customary and reasonable costs, expenses and discounts paid by the Borrower or such Subsidiary, POP Venture or REIT in connection therewith.            Net Operating Income . For any Real Estate and for a given period, an amount equal to the sum of (a) the rents, common area reimbursements and other revenue (including interest income) for such Real Estate for such period received in the ordinary course of business from tenants in occupancy (excluding pre-paid rents and revenues and security deposits except to

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the extent applied in satisfaction of tenants’ obligations for rent) minus (b) all expenses paid or accrued and related to the ownership, operation or maintenance of such Real Estate for such period, including, but not limited to, taxes, assessments and the like, insurance, utilities, payroll costs, maintenance, repair and landscaping expenses, marketing expenses, and general and administrative expenses (including an appropriate allocation for legal, accounting, advertising, marketing and other expenses incurred in connection with such Real Estate, but specifically excluding general overhead expenses of REIT, the Borrower and their respective Subsidiaries and any property management fees), minus (c)  the greater of (i) actual property management expenses of such Real Estate or (ii) an amount equal to three percent (3.0%) of the gross revenues from such Real Estate, minus (d) all rents, common area reimbursements and other income for such Real Estate received from tenants in default of obligations under their lease or with respect to leases as to which the tenant or any guarantor thereunder is subject to any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution, liquidation or similar debtor relief proceeding, plus (e) in connection with the calculation of Gross Asset Value (and without duplication), one-third of the base return allocation paid to Borrower from an Unconsolidated Affiliate included in the applicable operating agreement or other organizational agreement of such Unconsolidated Affiliate.            Net Rentable Area . With respect to any Real Estate, the floor area of any buildings, structures or other improvements available for leasing to tenants determined in accordance with the Rent Roll for such Real Estate, the manner of such determination to be reasonably consistent for all Real Estate of the same type unless otherwise approved by the Agent.            Non-Recourse Exclusions . With respect to any Non-Recourse Indebtedness of any Person, any usual and customary exclusions from the non-recourse limitations governing such Indebtedness, including, without limitation, exclusions for claims that (i) are based on fraud, intentional misrepresentation or misapplication of funds, (ii) result from intentional mismanagement of or waste at the Real Property securing such Non-Recourse Indebtedness, (iii) arise from the presence of Hazardous Substances on the Real Property securing such Non-Recourse Indebtedness; (iv) are the result of any unpaid real estate taxes and assessments (whether contained in a loan agreement, promissory note, indemnity agreement or other document); or (v) result from the borrowing Subsidiary and/or its assets becoming the subject of a voluntary bankruptcy, insolvency or similar proceeding.            Non-Recourse Indebtedness . With respect to a Person, Indebtedness in respect of which recourse for payment (except for Non-Recourse Exclusions until a claim is made with respect thereto, and then such Indebtedness shall not constitute Non-Recourse Indebtedness only to the extent of the amount of such claim) is contractually limited to specific assets of such Person encumbered by a Lien securing such Indebtedness.            Notes . See §2.1(b).            Notice . See §19.            Obligations . All indebtedness, obligations and liabilities of the Borrower or any Guarantor to any of the Lenders or the Agent, individually or collectively, under this Agreement

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or any of the other Loan Documents or in respect of any of the Loans, the Notes or the Letters of Credit, or other instruments at any time evidencing any of the foregoing, whether existing on the date of this Agreement or arising or incurred hereafter, direct or indirect, joint or several, absolute or contingent, matured or unmatured, liquidated or unliquidated, secured or unsecured, arising by contract, operation of law or otherwise.            OFAC . Office of Foreign Asset Control of the Department of the Treasury of the United States of America.            Off-Balance Sheet Obligations . Liabilities and obligations of REIT, the Borrower or any of their respective Subsidiaries or any other Person in respect of "off-balance sheet arrangements" (as defined in the SEC Off-Balance Sheet Rules) which REIT or Borrower, as applicable, would be required to disclose in the "Management’s Discussion and Analysis of Financial Condition and Results of Operations" section of REIT’s or Borrower’s, as applicable, report on Form 10-Q or Form 10-K (or their equivalents) which REIT or Borrower, as applicable, is required to file with the SEC or would be required to file if it were subject to the jurisdiction of the SEC (or any Governmental Authority substituted therefore). As used in this definition, the term "SEC Off-Balance Sheet Rules" means the Disclosure in Management’s Discussion and Analysis About Off-Balance Sheet Arrangements, Securities Act Release No. 33-8182, 68 Fed. Reg. 5982 (Feb. 5, 2003) (codified at 17 CFR pts. 228, 229 and 249).            Outstanding . With respect to the Loans, the aggregate unpaid principal thereof as of any date of determination. With respect to Letters of Credit, the aggregate undrawn face amount of issued Letters of Credit.            POP Ward Avenue . Pacific Office Properties Trust (Ward Avenue) LLC.            Patriot Act . The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, as the same may be amended from time to time, and corresponding provisions of future laws.            PBGC . The Pension Benefit Guaranty Corporation created by §4002 of ERISA and any successor entity or entities having similar responsibilities.            Permitted Liens . See §8.2.            Person . Any individual, corporation, limited liability company, partnership, trust, unincorporated association, business, or other legal entity, and any government or any governmental agency or political subdivision thereof.            Plan Assets . Assets of any employee benefit plan subject to Part 4, Subtitle B, Title I of ERISA.            Pledgors . Collectively, the Borrower and each Additional Pledgor, and individually any one of them.            POP Venture . POP Venture, LLC, a Delaware limited liability company.

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           Preferred Distributions. For any period and without duplication, all Distributions paid, declared but not yet paid or otherwise due and payable during such period on Preferred Securities issued by the Borrower or any of its Subsidiaries or REIT. Preferred Distributions shall not include dividends or distributions: (a) paid or payable solely in Equity Interests of identical class payable to holders of such class of Equity Interests; (b) paid or payable to the Borrower or any of its Subsidiaries; or (c) constituting or resulting in the redemption of Preferred Securities, other than scheduled redemptions not constituting balloon, bullet or similar redemptions in full.            Preferred Securities . With respect to any Person, Equity Interests in such Person, which are entitled to preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation, or both.            Proceeds. The proceeds received by Borrower, REIT, POP Venture or any of the respective Subsidiaries or an Unconsolidated Affiliate of Borrower in connection with the sale or refinancing of Real Estate or in connection with an Equity Offering and any other net proceeds received by Borrower, REIT, POP Venture or any of the respective Subsidiaries or an Unconsolidated Affiliate of Borrower from any other capital raising activities or sale of any kind.            Real Estate . All real property at any time owned or leased (as lessee or sublessee) in whole or in part or operated by REIT, the Borrower or any of their respective Subsidiaries, or an Unconsolidated Affiliate of the Borrower, and which is located in the United States of America.            Real Estate Collateral Value . An amount equal to (A) (x) the Net Operating Income attributable to such Real Estate for the period of the calendar quarter most recently ended prior to the date of determination, minus (y) the Capital Reserve for such Real Estate for such period, times (B) four (4) (which is the annualization factor) divided by (C) the Debt Expense Rate.            Record . The grid attached to any Note, or the continuation of such grid, or any other similar record, including computer records, maintained by the Agent with respect to any Loan referred to in such Note.            Register . See §18.2.            REIT . Pacific Office Properties Trust, Inc., a Maryland corporation.            REIT Status . With respect to a Person, its status as a real estate investment trust as defined in §856(a) of the Code.            Release . Any releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, disposing or dumping (other than the storing of materials in reasonable quantities to the extent necessary for the operation of property in the ordinary course of business, and in any event in compliance with all Environmental Laws) of Hazardous Substances.

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           Removed Borrowing Base Asset . Any property previously included within the definition of "Borrowing Base Asset" as to which all of the following conditions have been met: (a) the Borrower has notified the Agent in writing that it wishes to exclude such property from the definition of "Borrowing Base Asset" as a result of the sale or other permanent disposition of such Borrowing Base Asset, (b) no Default or Event of Default has occurred and is continuing or is reasonably expected to occur at the time such property is excluded from the definition of "Borrowing Base Asset" or would result from such exclusion, and (c) prior to the exclusion of such property from the definition of "Borrowing Base Asset", the Borrower has delivered to the Agent a Borrowing Base Certificate demonstrating, after giving effect to such exclusion, compliance with the Borrowing Base Covenant.            Rent Roll . A report prepared by the Borrower showing for all Real Estate owned or leased by the Borrower or its Subsidiaries, its occupancy, lease expiration dates, lease rent and other information in substantially the form presented to Agent prior to the date hereof or in such other form as may be reasonably acceptable to the Agent.            Required Lenders . As of any date, the Lender or Lenders whose aggregate Commitment Percentage is equal to or greater than sixty-six and 7/10 percent (66.7%) of the Total Commitment; provided that in determining said percentage at any given time, all then existing Delinquent Lenders will be disregarded and excluded and the Commitment Percentages of the Lenders shall be redetermined for voting purposes only to exclude the Commitment Percentages of such Delinquent Lenders.            Reserve Percentage . For any Interest Period, that percentage which is specified two (2) Business Days before the first day of such Interest Period by the Board of Governors of the Federal Reserve System (or any successor) or any other governmental or quasi-governmental authority with jurisdiction over Agent or any Lender for determining the maximum reserve requirement (including, but not limited to, any marginal reserve requirement) for Agent or any Lender with respect to liabilities constituting of or including (among other liabilities) Eurocurrency liabilities in an amount equal to the Loans to which such Interest Period applies and with a maturity equal to such Interest Period.            SEC . The federal Securities and Exchange Commission.            Security Documents . Collectively, the Acknowledgements, the Mortgages, the Joinder Agreements, the Assignment of Interests, the Cash Collateral Agreement, the Indemnity Agreement, and any further collateral assignments to the Agent for the benefit of the Lenders, including without limitation the Additional Security Documents.            Senior Equity Interest . As to any Eligible Asset, any other Equity Interest which is entitled in whole or in part to payment of distributions or return of capital prior to such Eligible Asset.            Senior Loan Documents . Any and all loan documents evidencing or issued in connection with senior mortgage or mezzanine Indebtedness in connection with a Borrowing Base Asset which is permitted in the definition of Eligible Asset.

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           Single Asset Entity . A bankruptcy remote, single purpose entity which is a Subsidiary of the Borrower and which is not a Subsidiary Guarantor which owns real property and related assets which are security for Indebtedness of such entity, and which Indebtedness does not constitute Indebtedness of any other Person.            S&P . Standard & Poor’s Ratings Group.            Stabilized Property . A completed project that has been substantially completed (excluding tenants improvements) for at least six (6) months shall constitute a Stabilized Property. Once a project becomes a Stabilized Property under this Agreement, it shall remain a Stabilized Property.            Subordination and Standstill Agreement . Any and all subordination and standstill agreements in form and substance satisfactory to Agent executed to specifically subordinate any Excluded Affiliate Debt to the Obligations.            State . A state of the United States of America and the District of Columbia.            Subordination of Advisory Fees . The Subordination of Advisory Fees dated as of the date hereof and entered into between the Borrower, REIT and the Advisor evidencing the subordination of the advisor fees payable by the Borrower pursuant to the relevant Advisory Agreement to the Obligations, as the same may be amended, restated, supplemented or otherwise modified in accordance with the terms hereof.            Subordination of Management Agreement . Collectively, (i) the Subordination of Management Agreement dated as of the date hereof and entered into between Shidler Hawaii Investment Partners, LLC and City Center, LLC, Davies Pacific, LLC, Pan Am I, LLC, Pan Am II, LLC, Pan Am III, LLC, And Pan Am IV, LLC, PBN Office, LLC, Pacific Office Properties Trust (Ward Avenue) LLC, Waterfront A, LLC, Waterfront B, LLC, Waterfront C, LLC, Waterfront D, LLC and Waterfront E, LLC and (ii) the Subordination of Management Agreement dated as of the date hereof and entered into between SHIDLER WEST INVESTMENT PARTNERS, L.P. and Pacific Office Properties Trust/3800 N. Central, LLC, Pacific Office Properties Trust/3838 N. Central, LLC, Pacific Office Properties Trust/4000 N. Central, LLC and Pacific Office Properties/Sorrento Tech, LLC, each evidencing the subordination of the management fees payable by the parties thereto pursuant to the relevant Management Agreement(s) to the Obligations, as the same may be amended, restated, supplemented or otherwise modified in accordance with the terms hereof.            Subsidiary . For any Person, any corporation, partnership, limited liability company or other entity of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other persons performing similar functions of such corporation, partnership, limited liability company or other entity (without regard to the occurrence of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or by such Person and one or more Subsidiaries of such Person, and shall include all Persons the accounts of which are consolidated with those of such Person pursuant to GAAP.            Subsidiary Guarantors . City Center, LLC and each Additional Guarantor.

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           Titled Agents . The Arranger, and any co-syndication agents or documentation agent designated by Agent or Arranger.            Total Commitment . The sum of the Commitments of the Lenders, as in effect from time to time. As of the date of this Agreement, the Total Commitment is Thirty Million and No/100 Dollars ($30,000,000.00).            Type . As to any Loan, its nature as a Base Rate Loan or a LIBOR Rate Loan.            Unconsolidated Affiliate . In respect of any Person, any other Person in whom such Person holds an Investment, (a) which Investment is accounted for in the financial statements of such Person on an equity basis of accounting and whose financial results would not be consolidated under GAAP with the financial results of such first Person on the consolidated financial statements of such first Person, or (b) which is not a Subsidiary of such first Person.            Wholly Owned Subsidiary . As to the Borrower, any Subsidiary of Borrower that is directly or indirectly owned 100% by the Borrower.      §1.2 Rules of Interpretation .           (a) A reference to any document or agreement shall include such document or agreement as amended, modified or supplemented from time to time in accordance with its terms and the terms of this Agreement.           (b) The singular includes the plural and the plural includes the singular.           (c) A reference to any law includes any amendment or modification of such law.           (d) A reference to any Person includes its permitted successors and permitted assigns.           (e) Accounting terms not otherwise defined herein have the meanings assigned to them by GAAP applied on a consistent basis by the accounting entity to which they refer.           (f) The words "include", "includes" and "including" are not limiting.           (g) The words "approval" and "approved", as the context requires, means an approval in writing given to the party seeking approval after full and fair disclosure to the party giving approval of all material facts necessary in order to determine whether approval should be granted.           (h) All terms not specifically defined herein or by GAAP, which terms are defined in the Uniform Commercial Code as in effect in the State of New York, have the meanings assigned to them therein.

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          (i) Reference to a particular "§", refers to that section of this Agreement unless otherwise indicated.           (j) The words "herein", "hereof", "hereunder" and words of like import shall refer to this Agreement as a whole and not to any particular section or subdivision of this Agreement.           (k) In the event of any change in generally accepted accounting principles after the date hereof or any other change in accounting procedures pursuant to §7.3 which would affect the computation of any financial covenant, ratio or other requirement set forth in any Loan Document, then upon the request of the Borrower or Agent, the Borrower, the Guarantors, the Agent and the Lenders shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such financial covenant, ratio or other requirement shall continue to provide substantially the same financial tests or restrictions of the Borrower and the Guarantors as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by the Borrower, the Guarantors, the Agent and the Required Lenders, such financial covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred. §2. THE CREDIT FACILITY.      §2.1 Loans .           (a) Subject to the terms and conditions set forth in this Agreement, each of the Lenders severally agrees to lend to the Borrower, and the Borrower may borrow (and repay and reborrow) from time to time between the Closing Date and the Maturity Date upon notice by the Borrower to the Agent given in accordance with §2.5, such sums as are requested by the Borrower for the purposes set forth in §2.7 up to a maximum aggregate principal amount outstanding (after giving effect to all amounts requested) at any one time equal to the lesser of (i) such Lender’s Commitment and (ii) such Lender’s Commitment Percentage of the sum of (1) the amount of all outstanding Loans, and (2) the aggregate amount of Letter of Credit Liabilities; provided , that, in all events no Default or Event of Default shall have occurred and be continuing; and provided , further , that the outstanding principal amount of the Loans (after giving effect to all amounts requested) and Letter of Credit Liabilities shall not at any time exceed the Total Commitment or the Borrowing Base (except to the extent otherwise expressly permitted in Section 3.2(b)). The Loans shall be made pro rata in accordance with each Lender’s Commitment Percentage. Each request for a Loan hereunder shall constitute a representation and warranty by the Borrower that all of the conditions required of the Borrower set forth in §10 and §11 have been satisfied on the date of such request. The Agent may assume that the conditions in §10 and §11 have been satisfied unless it receives prior written notice from a Lender that such conditions have not been satisfied. No Lender shall have any obligation to make Loans to the Borrower in the aggregate principal outstanding balance of more than the principal face amount of its Note. The face amount of KeyBank’s Note includes the Inactive Amount, which as of the date hereof is not available to be borrowed by the Borrower.

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          (b) The Loans shall be evidenced by separate promissory notes of the Borrower in substantially the form of Exhibit A hereto (collectively, the "Notes"), dated of even date with this Agreement (except as otherwise provided in §18.3) and completed with appropriate insertions. One Note shall be payable to the order of each Lender in the principal amount equal to such Lender’s Commitment or, if less, the outstanding amount of all Loans made by such Lender, plus interest accrued thereon, as set forth below (provided that without increasing the Commitment of KeyBank, the initial Note delivered to KeyBank shall be in the principal face amount equal to the sum of KeyBank’s Commitment and the Inactive Amount). The Borrower irrevocably authorizes Agent to make or cause to be made, at or about the time of the Drawdown Date of any Loan or the time of receipt of any payment of principal thereof, an appropriate notation on Agent’s Record reflecting the making of such Loan or (as the case may be) the receipt of such payment. The outstanding amount of the Loans set forth on Agent’s Record shall be prima facie evidence of the principal amount thereof owing and unpaid to each Lender, but the failure to record, or any error in so recording, any such amount on Agent’s Record shall not limit or otherwise affect the obligations of the Borrower hereunder or under any Note to make payments of principal of or interest on any Note when due.      §2.2 Facility Unused Fee . The Borrower agrees to pay to the Agent for the account of the Lenders in accordance with their respective Commitment Percentages a facility unused fee calculated at the rate of 0.35% per annum on the average daily amount by which the Total Commitment exceeds the sum of the outstanding principal amount of Loans and the outstanding Letter of Credit Liabilities during each calendar quarter or portion thereof, commencing on the date hereof and ending on the Maturity Date. The facility unused fee shall be payable quarterly in arrears on the first (1st) day of each calendar quarter for the immediately preceding calendar quarter or portion thereof, and on any earlier date on which the Commitments shall be reduced or shall terminate as provided in §2.3, with a final payment on the Maturity Date.      §2.3 Reduction and Termination of the Commitments . The Borrower shall have the right at any time and from time to time upon five (5) Business Days’ prior written notice to the Agent to reduce by $5,000,000.00 or an integral multiple of $1,000,000.00 in excess thereof ( provided that in no event shall the Total Commitment be reduced in such manner to an amount less than $20,000,000.00) or to terminate entirely the Commitments, whereupon the Commitments of the Lenders shall be reduced pro rata in accordance with their respective Commitment Percentages of the amount specified in such notice or, as the case may be, terminated, any such termination or reduction to be without penalty except as otherwise set forth in §4.8; provided , however , that each time that Proceeds are received on and after January 1, 2010, the Total Commitment shall be reduced by the amount of such Proceeds; provided , further however , that no such termination or reduction shall be permitted if, after giving effect thereto, the sum of Outstanding Loans and the Letter of Credit Liabilities would exceed the Commitments of the Lenders as so terminated or reduced. Promptly after receiving any notice from the Borrower delivered pursuant to this §2.3, the Agent will notify the Lenders of the substance thereof. Any reduction of the Commitments pursuant to this §2.3 or §3.5 shall also result in a proportionate reduction (rounded to the next lowest integral multiple of $100,000.00) in the maximum amount of Letters of Credit. Upon the effective date of any such reduction or termination, the Borrower shall pay to the Agent for the respective accounts of the Lenders the full amount of any facility fee under §2.2 then accrued on the amount of the reduction. No reduction or termination of the Commitments may be reinstated.

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     §2.4 Interest on Loans .           (a) Each Base Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the date on which such Base Rate Loan is repaid or converted to a LIBOR Rate Loan at the rate per annum equal to the sum of the Base Rate plus 2.25%.           (b) Each LIBOR Rate Loan shall bear interest for the period commencing with the Drawdown Date thereof and ending on the last day of each Interest Period with respect thereto at the rate per annum equal to the sum of LIBOR determined for such Interest Period plus 3.50%.           (c) The Borrower promises to pay interest on each Loan in arrears on each Interest Payment Date with respect thereto.           (d) Base Rate Loans and LIBOR Rate Loans may be converted to Loans of the other Type as provided in §4.1.      §2.5 Requests for Loans . Except with respect to the initial Loan on the Closing Date, the Borrower shall give to the Agent written notice executed by an Authorized Officer in the form of Exhibit C hereto (or telephonic notice confirmed in writing in the form of Exhibit C hereto) of each Loan requested hereunder (a "Loan Request") by 1:00 p.m. (Cleveland time) one (1) Business Day prior to the proposed Drawdown Date with respect to Base Rate Loans and three (3) Business Days prior to the proposed Drawdown Date with respect to LIBOR Rate Loans. Each such notice shall specify with respect to the requested Loan the proposed principal amount of such Loan, the Type of Loan, the initial Interest Period (if applicable) for such Loan and the Drawdown Date. Each such notice shall also contain (i) a general statement as to the purpose for which such advance shall be used (which purpose shall be in accordance with the terms of §2.7) and (ii) a certification by the chief financial officer or chief accounting officer of the Borrower that the Borrower and Guarantors are and will be in compliance with all covenants under the Loan Documents after giving effect to the making of such Loan. Promptly upon receipt of any such notice, the Agent shall notify each of the Lenders thereof. Each such Loan Request shall be irrevocable and binding on the Borrower and shall obligate the Borrower to accept the Loan requested from the Lenders on the proposed Drawdown Date. Each Loan Request shall be (a) for a Base Rate Loan in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $100,000.00 in excess thereof; or (b) for a LIBOR Rate Loan in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $100,000.00 in excess thereof; provided , however , that there shall be no more than four (4) LIBOR Rate Loans outstanding at any one time.      §2.6 Funds for Loans .           (a) Not later than 1:00 p.m. (Cleveland time) on the proposed Drawdown Date of any Loans, each of the Lenders will make available to the Agent, at the Agent’s Head Office, in immediately available funds, the amount of such Lender’s Commitment Percentage of the amount of the requested Loans which may be disbursed pursuant to §2.1. Upon receipt from each such Lender of such amount, and upon receipt of the documents required by §10 and §11

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and the satisfaction of the other conditions set forth therein, to the extent applicable, the Agent will make available to the Borrower the aggregate amount of such Loans made available to the Agent by the Lenders by crediting such amount to the account of the Borrower maintained at the Agent’s Head Office. The failure or refusal of any Lender to make available to the Agent at the aforesaid time and place on any Drawdown Date the amount of its Commitment Percentage of the requested Loans shall not relieve any other Lender from its several obligation hereunder to make available to the Agent the amount of such other Lender’s Commitment Percentage of any requested Loans, including any additional Loans that may be requested subject to the terms and conditions hereof to provide funds to replace those not advanced by the Lender so failing or refusing. In the event of any such failure or refusal, the Lenders not so failing or refusing shall be entitled to a priority secured position as against the Lender or Lenders so failing or refusing to make available to the Borrower the amount of its or their Commitment Percentage for such Loans as provided in §12.5.           (b) Unless the Agent shall have been notified by any Lender prior to the applicable Drawdown Date that such Lender will not make available to Agent such Lender’s Commitment Percentage of a proposed Loan, Agent may in its discretion assume that such Lender has made such Loan available to Agent in accordance with the provisions of this Agreement and the Agent may, if it chooses, in reliance upon such assumption make such Loan available to the Borrower, and such Lender shall be liable to the Agent for the amount of such advance. If such Lender does not pay such corresponding amount upon the Agent’s demand therefor, the Agent will promptly notify the Borrower, and the Borrower shall promptly pay such corresponding amount to the Agent. The Agent shall also be entitled to recover from the Lender or the Borrower, as the case may be, interest on such corresponding amount in respect of each day from the date such corresponding amount was made available by the Agent to the Borrower to the date such corresponding amount is recovered by the Agent at a per annum rate equal to (i) from the Borrower at the applicable rate for such Loan or (ii) from a Lender at the Federal Funds Effective Rate.      §2.7 Use of Proceeds . The Borrower will use the proceeds of the Loans and the Letters of Credit solely to fund the acquisition of new real estate related assets, capital expenditures and short term operating expenses related to real estate assets and other related purposes and expenditures reasonably approved by Agent.      §2.8 Letters of Credit .           (a) Subject to the terms and conditions set forth in this Agreement, at any time and from time to time from the Closing Date through the day that is ninety (90) days prior to the Maturity Date, the Issuing Lender shall issue such Letters of Credit as the Borrower may request upon the delivery of a written request in the form of Exhibit D hereto (a "Letter of Credit Request") to the Issuing Lender, provided that (i) no Default or Event of Default shall have occurred and be continuing, (ii) upon issuance of such Letter of Credit, the Letter of Credit Liabilities shall not exceed Fifteen Million Dollars ($15,000,000.00) (as such amount may be reduced pursuant to §2.3), (iii) in no event shall the outstanding principal amount of the Loans and the Letters of Credit (after giving effect to any requested Letters of Credit) exceed the Total Commitment or the Borrowing Base, (iv) the conditions set forth in §§10 and 11 shall have been satisfied, (v) no Lender is a Delinquent Lender (provided Issuing Lender may, in its sole

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discretion, be entitled to waive this condition), and (vi) in no event shall any amount drawn under a Letter of Credit be available for reinstatement or a subsequent drawing under such Letter of Credit. The Issuing Lender may assume that the conditions in §10 and §11 have been satisfied unless it receives written notice from a Lender that such conditions have not been satisfied. Each Letter of Credit Request shall be executed by an Authorized Officer of the Borrower. The Issuing Lender shall be entitled to conclusively rely on an Authorized Officer’s authority to request a Letter of Credit on behalf of the Borrower. The Issuing Lender shall have no duty to verify the authenticity of any signature appearing on a Letter of Credit Request. The Borrower assumes all risks with respect to the use of the Letters of Credit. Unless the Issuing Lender and the Required Lenders otherwise consent, the term of any Letter of Credit shall not exceed a period of time commencing on the issuance of the Letter of Credit and ending one year after the date of issuance thereof, subject to extension pursuant to an "evergreen" clause acceptable to Agent and Issuing Lender (but in any event the term shall not extend beyond the Maturity Date). The amount available to be drawn under any Letter of Credit shall reduce on a dollar-for-dollar basis the amount available to be drawn under the Total Commitment as a Loan.           (b) Each Letter of Credit Request shall be submitted to the Issuing Lender at least five (5) Business Days (or such shorter period as the Issuing Lender may approve) prior to the date upon which the requested Letter of Credit is to be issued. Each such Letter of Credit Request shall contain (i) a statement as to the purpose for which such Letter of Credit shall be used (which purpose shall be in accordance with the terms of this Agreement), and (ii) a certification by the chief financial or chief accounting officer of the Borrower that the Borrower and Guarantors are and will be in compliance with all covenants under the Loan Documents after giving effect to the issuance of such Letter of Credit. The Borrower shall further deliver to the Issuing Lender such additional applications (which application as of the date hereof is in the form of Exhibit E attached hereto) and documents as the Issuing Lender may require, in conformity with the then standard practices of its letter of credit department, in connection with the issuance of such Letter of Credit; provided that in the event of any conflict, the terms of this Agreement shall control.           (c) The Issuing Lender shall, subject to the conditions set forth in this Agreement, issue the Letter of Credit on or before five (5) Business Days following receipt of the documents last due pursuant to §2.8(b). Each Letter of Credit shall be in form and substance reasonably satisfactory to the Issuing Lender in its reasonable discretion.           (d) Upon the issuance of a Letter of Credit, each Lender shall be deemed to have purchased a participation therein from Issuing Lender in an amount equal to its respective Commitment Percentage of the amount of such Letter of Credit. No Lender’s obligation to participate in a Letter of Credit shall be affected by any other Lender’s failure to perform as required herein with respect to such Letter of Credit or any other Letter of Credit.           (e) Upon the issuance of each Letter of Credit, the Borrower shall pay to the Issuing Lender (i) for its own account, a Letter of Credit fronting fee calculated at the rate set forth in the Agreement Regarding Fees, and (ii) for the accounts of the Lenders (including the Issuing Lender) in accordance with their respective percentage shares of participation in such Letter of Credit, a Letter of Credit fee calculated at the rate of 3.50% per annum on the amount available to be drawn under such Letter of Credit. Such fees shall be payable in quarterly

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installments in arrears with respect to each Letter of Credit on the first day of each calendar quarter following the date of issuance and continuing on each quarter or portion thereof thereafter, as applicable, or on any earlier date on which the Commitments shall terminate and on the expiration or return of any Letter of Credit. In addition, the Borrower shall pay to Issuing Lender for its own account within five (5) days of demand of Issuing Lender the standard issuance, documentation and service charges for Letters of Credit issued from time to time by Issuing Lender.           (f) In the event that any amount is drawn under a Letter of Credit by the beneficiary thereof, the Borrower shall reimburse the Issuing Lender by having such amount drawn treated as an outstanding Base Rate Loan under this Agreement (the Borrower being deemed to have requested a Base Rate Loan on such date in an amount equal to the amount of such drawing and such amount drawn shall be treated as an outstanding Base Rate Loan under this Agreement) and the Agent shall promptly notify each Lender by telecopy, telephone (confirmed in writing) or other similar means of transmission, and each Lender shall promptly and unconditionally pay to the Agent, for the Issuing Lender’s own account, an amount equal to such Lender’s Commitment Percentage of such Letter of Credit (to the extent of the amount drawn). If and to the extent any Lender shall not make such amount available on the Business Day on which such draw is funded, such Lender agrees to pay such amount to the Agent forthwith on demand, together with interest thereon, for each day from the date on which such draw was funded until the date on which such amount is paid to the Agent, at the Federal Funds Effective Rate until three (3) days after the date on which the Agent gives notice of such draw and at the Federal Funds Effective Rate plus one percent (1.0%) for each day thereafter. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Loans, amounts due with respect to its participations in Letters of Credit and any other amounts due to it hereunder to the Agent to fund the amount of any drawn Letter of Credit which such Lender was required to fund pursuant to this §2.8(f) until such amount has been funded (as a result of such assignment or otherwise). In the event of any such failure or refusal, the Lenders not so failing or refusing shall be entitled to a priority secured position for such amounts as provided in §12.5. The failure of any Lender to make funds available to the Agent in such amount shall not relieve any other Lender of its obligation hereunder to make funds available to the Agent pursuant to this §2.8(f).           (g) If after the issuance of a Letter of Credit pursuant to §2.8(c) by the Issuing Lender, but prior to the funding of any portion thereof by a Lender, for any reason a drawing under a Letter of Credit cannot be refinanced as a Loan, each Lender will, on the date such Loan pursuant to §2.8(f) was to have been made, purchase an undivided participation interest in the Letter of Credit in an amount equal to its Commitment Percentage of the amount of such Letter of Credit. Each Lender will immediately transfer to the Issuing Lender in immediately available funds the amount of its participation and upon receipt thereof the Issuing Lender will deliver to such Lender a Letter of Credit participation certificate dated the date of receipt of such funds and in such amount.           (h) Whenever at any time after the Issuing Lender has received from any Lender any such Lender’s payment of funds pursuant to its participation in a Letter of Credit and thereafter the Issuing Lender receives any payment on account thereof, then the Issuing Lender will distribute to such Lender its participation interest in such amount (appropriately adjusted in

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the case of interest payments to reflect the period of time during which such Lender’s participation interest was outstanding and funded); provided , however , that in the event that such payment received by the Issuing Lender is required to be returned, such Lender will return to the Issuing Lender any portion thereof previously distributed by the Issuing Lender to it.           (i) The issuance of any supplement, modification, amendment, renewal or extension to or of any Letter of Credit shall be treated in all respects the same as the issuance of a new Letter of Credit.           (j) The Borrower assumes all risks of the acts, omissions, or misuse of any Letter of Credit by the beneficiary thereof. Neither Agent, Issuing Lender nor any Lender will be responsible for (i) the form, validity, sufficiency, accuracy, genuineness or legal effect of any Letter of Credit or any document submitted by any party in connection with the issuance of any Letter of Credit, even if such document should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (ii) the form, validity, sufficiency, accuracy, genuineness or legal effect of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof in whole or in part, which may prove to be invalid or ineffective for any reason; (iii) failure of any beneficiary of any Letter of Credit to comply fully with the conditions required in order to demand payment under a Letter of Credit; (iv) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, telecopy or otherwise; (v) errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document or draft required by or from a beneficiary in order to make a disbursement under a Letter of Credit or the proceeds thereof; (vii) the misapplication by the beneficiary of any Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (viii) any consequences arising from causes beyond the control of Agent or any Lender. None of the foregoing will affect, impair or prevent the vesting of any of the rights or powers granted to Agent, Issuing Lender or the Lenders hereunder. In furtherance and extension and not in limitation or derogation of any of the foregoing, any act taken or omitted to be taken by Agent, Issuing Lender or the other Lenders in good faith will be binding on the Borrower and will not put Agent, Issuing Lender or the other Lenders under any resulting liability to the Borrower; provided nothing contained herein shall relieve Issuing Lender for liability to the Borrower arising as a result of the gross negligence or willful misconduct of Issuing Lender as determined by a court of competent jurisdiction after the exhaustion of all applicable appeal periods.      §2.9 Extension of Maturity Date . The Borrower shall have the one-time right and option to extend the Maturity Date by six (6) months to February 25, 2011, upon satisfaction of the following conditions precedent, which must be satisfied prior to the effectiveness of any extension of the Maturity Date:           (a) Extension Request . The Borrower shall deliver written notice of such request (the "Extension Request") to the Agent not earlier than the date which is one hundred twenty (120) days and not later than the date which is sixty (60) days prior to the Maturity Date (as determined without regard to such extension). Any such Extension Request shall be irrevocable and binding on the Borrower.

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          (b) Payment of Extension Fee . The Borrower shall pay to the Agent for the pro rata accounts of the Lenders in accordance with their respective Commitments an extension fee in an amount equal to twenty-five (25) basis points on the Total Commitment in effect on the Maturity Date (as determined without regard to such extension), which fee shall, when paid, be fully earned and non-refundable under any circumstances.           (c) No Default . On the date the Extension Request is given and on the Maturity Date (as determined without regard to such extension) there shall exist no Default or Event of Default.           (d) Representations and Warranties . The representations and warranties made by the Borrower and the Guarantors in the Loan Documents or otherwise made by or on behalf of the Borrower and the Guarantors in connection therewith or after the date thereof shall have been true and correct in all material respects when made and shall also be true and correct in all material respects on the date the Extension Request is given and on the Maturity Date (as determined without regard to such extension) (except to the extent such representations relate expressly to an earlier date, which representations shall be required to be true and correct in all material respects only as of such specified date).      §2.10 Increase in Total Commitment .           (a) Provided that no Default or Event of Default has occurred and is continuing, subject to the terms and conditions set forth in this §2.10, the Borrower shall have the option at any time and from time to time before the date that is six (6) months after the Closing Date to request an increase in the Total Commitment to not more than $40,000,000.00 by giving written notice to the Agent (an "Increase Notice"; and the amount of such requested increase is the "Commitment Increase"), provided that any such individual increase must be in a minimum amount of $1,000,000.00 and there shall be no more than two (2) individual increases. Each Commitment Increase shall be applied to activate the Inactive Amount, which subject to the terms hereof shall be activated and become a part of the KeyBank Commitment.           (b) On the effective date of the Commitment Increase (the "Commitment Increase Date") the outstanding principal balance of the Loans shall be reallocated among the Lenders such that after the applicable Commitment Increase Date the outstanding principal amount of Loans owed to each Lender shall be equal to such Lender’s Commitment Percentage (as in effect after the applicable Commitment Increase Date) of the outstanding principal amount of all Loans. The participation interests of the Lenders in Letters of Credit shall be similarly adjusted.           (c) Notwithstanding anything to the contrary contained herein, the obligation of the Agent and the Lenders to increase the Total Commitment pursuant to this §2.10 shall be conditioned upon satisfaction of the following conditions precedent which must be satisfied prior to the effectiveness of any increase of the Total Commitment:                (i)  No Default . On the date any Increase Notice is given and on the date such increase becomes effective, both immediately before and after the Total Commitment is increased, there shall exist no Default or Event of Default; and

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               (ii)  Representations True . The representations and warranties made by the Borrower and the Pledgors in the Loan Documents or otherwise made by or on behalf of the Borrower and the Pledgors in connection therewith or after the date thereof shall have been true and correct in all material respects when made and shall also be true and correct in all material respects on the date of such Increase Notice and on the date the Total Commitment is increased (except to the extent such representations relate expressly to an earlier date, which representations shall be required to be true and correct in all material respects only as of such specified date), both immediately before and after the Total Commitment is increased; and                (iii)  Additional Documents and Expenses . The Borrower and the Pledgors shall execute and deliver to Agent and the Lenders such additional documents, instruments, certifications and opinions as the Agent may reasonably require in its sole and absolute discretion, including, without limitation, a Compliance Certificate and a Borrowing Base Certificate, demonstrating compliance with all covenants, representations and warranties set forth in the Loan Documents after giving effect to the increase, and the Borrower shall pay all recording costs and fees, and any and all intangible taxes or other documentary taxes, assessments or charges or any similar fees, taxes or expenses which are payable in connection with such increase. §3. REPAYMENT OF THE LOANS.      §3.1 Stated Maturity . The Borrower promises to pay on the Maturity Date and there shall become absolutely due and payable on the Maturity Date all of the Loans and other Letter of Credit Liabilities outstanding on such date, together with any and all accrued and unpaid interest thereon.      §3.2 Mandatory Prepayments .           (a) If at any time the sum of the aggregate outstanding principal amount of the Loans and the Letter of Credit Liabilities exceeds the Total Commitment, then the Borrower shall immediately pay the amount of such excess to the Agent for the respective accounts of the Lenders, as applicable, for application to the Loans as provided in §3.4, together with any additional amounts payable pursuant to §4.8.           (b) If at any time the sum of the aggregate outstanding principal amount of the Loans and the Letter of Credit Liabilities exceeds the Borrowing Base, then the Borrower shall immediately pay the amount of such excess to the Agent for the respective accounts of the Lenders for application to the Loans together with any additional interest or amounts payable pursuant to §4.8. Notwithstanding the foregoing sentence or the restrictions of Section 2.1(a) hereof, if the aggregate outstanding principal amount of the Loans and the Letter of Credit Liabilities exceeds the Borrowing Base, Borrower shall not be required to pay the amount of such excess to the Agent for application to the Loans as required by the preceding sentence until May 25, 2009 (it being acknowledged that although the Borrowing Base as of the date of this Agreement is $21,758,692, the Lenders have, subject to the terms hereof, agreed to make available the sum of up to $30,000,000 until May 25, 2009); provided that if at such time an event occurs that would otherwise reduce the Borrowing Base, Borrower shall be required to reduce the outstanding Loans and Letter of Credit Liabilities as provided in this Agreement.

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          (c) The Borrower shall pay the amount of all Proceeds to the Agent for the respective accounts of the Lenders for application to the Loan immediately upon receipt of any such Proceeds; provided however that notwithstanding the foregoing, on and after January 1, 2010, such Proceeds shall be applied, first, to Cash Collateralize any Letter of Credit Liabilities (in an amount equal to the then Outstanding amount thereof) and, second, for application to the Loans.      §3.3 Optional Prepayments .           (a) The Borrower shall have the right, at its election, to prepay the outstanding amount of the Loans, as a whole or in part, at any time without penalty or premium; provided , that if any prepayment of the outstanding amount of any LIBOR Rate Loans pursuant to this §3.3 is made on a date that is not the last day of the Interest Period relating thereto, such prepayment shall be accompanied by the payment of any amounts due pursuant to §4.8.           (b) The Borrower shall give the Agent, no later than 1:00 p.m. (Cleveland time) at least three (3) days prior written notice of any prepayment pursuant to this §3.3, in each case specifying the proposed date of prepayment of the Loans and the principal amount to be prepaid (provided that any such notice may be revoked or modified upon one (1) day’s prior notice to the Agent).      §3.4 Partial Prepayments . Each partial prepayment of the Loans under §3.3 shall be in a minimum amount of $1,000,000.00 or an integral multiple of $100,000.00 in excess thereof, shall be accompanied by the payment of accrued interest on the principal prepaid to the date of payment. Each partial payment under §3.2 and §3.3 shall be applied to the principal of Loans (first to the principal of Base Rate Loans, and then to the principal of LIBOR Rate Loans).      §3.5 Effect of Prepayments . Amounts of the Loans prepaid under §3.2 and §3.3 prior to the Maturity Date may be reborrowed as provided in §2; provided however that after January 1, 2010, amounts of the Loans that are prepaid or applied to Cash Collateralize a Letter of Credit under §3.2(c) may not be reborrowed or redrawn and shall result in a dollar for dollar reduction in the Total Commitment. §4. CERTAIN GENERAL PROVISIONS.      §4.1 Conversion Options .           (a) The Borrower may elect from time to time to convert any of its outstanding Loans to a Loan of another Type and such Loans shall thereafter bear interest as a Base Rate Loan or a LIBOR Rate Loan, as applicable; provided that (i) with respect to any such conversion of a LIBOR Rate Loan to a Base Rate Loan, the Borrower shall give the Agent at least one (1) Business Day’s prior written notice of such election, and such conversion shall only be made on the last day of the Interest Period with respect to such LIBOR Rate Loan; (ii) with respect to any such conversion of a Base Rate Loan to a LIBOR Rate Loan, the Borrower shall give the Agent at least three (3) LIBOR Business Days’ prior written notice of such election and the Interest Period requested for such Loan, the principal amount of the Loan so converted shall be in a minimum aggregate amount of $1,000,000.00 or an integral multiple of $100,000.00 in excess thereof and, after giving effect to the making of such Loan, there shall be no more than

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four (4) LIBOR Rate Loans outstanding at any one time; and (iii) no Loan may be converted into a LIBOR Rate Loan when any Default or Event of Default has occurred and is continuing. All or any part of the outstanding Loans of any Type may be converted as provided herein, provided that no partial conversion shall result in a Base Rate Loan in a principal amount of less than $1,000,000.00 or an integral multiple of $100,000.00 or a LIBOR Rate Loan in a principal amount of less than $1,000,000.00 or an integral multiple of $100,000.00. On the date on which such conversion is being made, each Lender shall take such action as is necessary to transfer its Commitment Percentage of such Loans to its Domestic Lending Office or its LIBOR Lending Office, as the case may be. Each Conversion/Continuation Request relating to the conversion of a Base Rate Loan to a LIBOR Rate Loan shall be irrevocable by the Borrower.           (b) Any LIBOR Rate Loan may be continued as such Type upon the expiration of an Interest Period with respect thereto by compliance by the Borrower with the terms of §4.1; provided that no LIBOR Rate Loan may be continued as such when any Default or Event of Default has occurred and is continuing, but shall be automatically converted to a Base Rate Loan on the last day of the Interest Period relating thereto ending during the continuance of any Default or Event of Default.           (c) In the event that the Borrower does not notify the Agent of its election hereunder with respect to any LIBOR Rate Loan, such Loan shall be automatically continued at the end of the applicable Interest Period as a LIBOR Rate Loan with a one-month Interest Period.      §4.2 Fees . The Borrower agrees to pay to KeyBank and Agent for their own account certain fees for services rendered or to be rendered in connection with the Loans as provided pursuant to a fee letter dated of even date herewith between the Borrower and KeyBank (the "Agreement Regarding Fees"). All such fees shall be fully earned when paid and nonrefundable under any circumstances.      §4.3 Funds for Payments .           (a) All payments of principal, interest, facility fees, Letter of Credit fees, closing fees and any other amounts due hereunder or under any of the other Loan Documents shall be made to the Agent, for the respective accounts of the Lenders and the Agent, as the case may be, at the Agent’s Head Office, not later than 2:00 p.m. (Cleveland time) on the day when due, in each case in lawful money of the United States in immediately available funds. The Agent is hereby authorized to charge the accounts of the Borrower with KeyBank, on the dates when the amount thereof shall become due and payable, with the amounts of the principal of and interest on the Loans and all fees, charges, expenses and other amounts owing to the Agent and/or the Lenders under the Loan Documents. Subject to the foregoing, all payments made to Agent on behalf of the Lenders, and actually received by Agent, shall be deemed received by the Lenders on the date actually received by Agent.           (b) All payments by the Borrower hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim and free and clear of and without deduction for any taxes (other than income or franchise taxes imposed on any Lender), levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or

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conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Borrower will pay to the Agent, for the account of the Lenders or (as the case may be) the Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in Dollars as shall be necessary to enable the Lenders or the Agent to receive the same net amount which the Lenders or the Agent would have received on such due date had no such obligation been imposed upon the Borrower. The Borrower will deliver promptly to the Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Borrower hereunder or under any other Loan Document.           (c) Each Lender organized under the laws of a jurisdiction outside the United States, if requested in writing by the Borrower (but only so long as such Lender remains lawfully able to do so), shall provide the Borrower with such duly executed form(s) or statement(s) which may, from time to time, be prescribed by law and, which, pursuant to applicable provisions of (i) an income tax treaty between the United States and the country of residence of such Lender, (ii) the Code, or (iii) any applicable rules or regulations in effect under (i) or (ii) above, indicates the withholding status of such Lender; provided that nothing herein (including without limitation the failure or inability to provide such form or statement) shall relieve the Borrower of its obligations under §4.3(b). In the event that the Borrower shall have delivered the certificates or vouchers described above for any payments made by the Borrower and such Lender receives a refund of any taxes paid by the Borrower pursuant to §4.3(b), such Lender will pay to the Borrower the amount of such refund promptly upon receipt thereof; provided that if at any time thereafter such Lender is required to return such refund, the Borrower shall promptly repay to such Lender the amount of such refund.           (d) The obligations of the Borrower to reimburse drawings under Letters of Credit pursuant to this Agreement (and of the Lenders to make payments to the Issuing Lender with respect to Letters of Credit) shall be absolute, unconditional and irrevocable, and shall be paid and performed strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including, without limitation, the following circumstances: (i) any lack of validity or enforceability of this Agreement, any Letter of Credit or any of the other Loan Documents; (ii) any improper use which may be made of any Letter of Credit or any improper acts or omissions of any beneficiary or transferee of any Letter of Credit in connection therewith; (iii) the existence of any claim, set-off, defense or any right which the Borrower or any of its Subsidiaries or Affiliates may have at any time against any beneficiary or any transferee of any Letter of Credit (or persons or entities for whom any such beneficiary or any such transferee may be acting) or the Lenders (other than the defense of payment to the Lenders in accordance with the terms of this Agreement) or any other person, whether in connection with any Letter of Credit, this Agreement, any other Loan Document, or any unrelated transaction; (iv) any draft, demand, certificate, statement or any other documents presented under any Letter of Credit proving to be insufficient, forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect whatsoever; (v) any breach of any agreement between the Borrower or any of its Subsidiaries or Affiliates and any beneficiary or transferee of any Letter of Credit; (vi) any irregularity in the transaction with respect to which any Letter of Credit

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is issued, including any fraud by the beneficiary or any transferee of such Letter of Credit; (vii) payment by the Issuing Lender under any Letter of Credit against presentation of a sight draft, demand, certificate or other document which does not comply with the terms of such Letter of Credit, provided that such payment shall not have constituted gross negligence or willful misconduct on the part of the Issuing Lender as determined by a court of competent jurisdiction after the exhaustion of all applicable appeal periods; (viii) any non-application or misapplication by the beneficiary of a Letter of Credit of the proceeds of such Letter of Credit; (ix) the legality, validity, form, regularity or enforceability of the Letter of Credit; (x) the failure of any payment by Issuing Lender to conform to the terms of a Letter of Credit (if, in Issuing Lender’s good faith judgment, such payment is determined to be appropriate); (xi) the surrender or impairment of any security for the performance or observance of any of the terms of any of the Loan Documents; (xii) the occurrence of any Default or Event of Default; and (xiii) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, provided that such other circumstances or happenings shall not have been the result of gross negligence or willful misconduct on the part of the Issuing Lender as determined by a court of competent jurisdiction after the exhaustion of all applicable appeal periods.      §4.4 Computations . All computations of interest on the Loans and of other fees to the extent applicable shall be based on a 360-day year (or a 365 or 366 day year, as applicable, in the case of Base Rate Loans) and paid for the actual number of days elapsed. Except as otherwise provided in the definition of the term "Interest Period" with respect to LIBOR Rate Loans, whenever a payment hereunder or under any of the other Loan Documents becomes due on a day that is not a Business Day, the due date for such payment shall be extended to the next succeeding Business Day, and interest shall accrue during such extension. The Outstanding Loans and Letter of Credit Liabilities as reflected on the records of the Agent from time to time shall be considered prima facie evidence of such amount absent demonstrable error.      §4.5 Suspension of LIBOR Rate Loans . In the event that, prior to the commencement of any Interest Period relating to any LIBOR Rate Loan, the Agent shall determine that adequate and reasonable methods do not exist for ascertaining LIBOR for such Interest Period, or the Agent shall reasonably determine that LIBOR will not accurately and fairly reflect the cost of the Lenders making or maintaining LIBOR Rate Loans for such Interest Period, the Agent shall forthwith give notice of such determination (which shall be conclusive and binding on the Borrower and the Lenders absent demonstrable error) to the Borrower and the Lenders. In such event (a) any Loan Request with respect to a LIBOR Rate Loan shall be automatically withdrawn and shall be deemed a request for a Base Rate Loan and (b) each LIBOR Rate Loan will automatically, on the last day of the then current Interest Period applicable thereto, become a Base Rate Loan, and the obligations of the Lenders to make LIBOR Rate Loans shall be suspended until the Agent determines that the circumstances giving rise to such suspension no longer exist, whereupon the Agent shall so notify the Borrower and the Lenders.      §4.6 Illegality . Notwithstanding any other provisions herein, if any present or future law, regulation, treaty or directive or the interpretation or application thereof shall make it unlawful, or any central bank or other governmental authority having jurisdiction over a Lender or its LIBOR Lending Office shall assert that it is unlawful, for any Lender to make or maintain LIBOR Rate Loans, such Lender shall forthwith give notice of such circumstances to the Agent and the Borrower and thereupon (a) the commitment of the Lenders to make LIBOR Rate Loans

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shall forthwith be suspended and (b) the LIBOR Rate Loans then outstanding shall be converted automatically to Base Rate Loans on the last day of each Interest Period applicable to such LIBOR Rate Loans or within such earlier period as may be required by law. Notwithstanding the foregoing, before giving such notice, the applicable Lender shall designate a different lending office if such designation will avoid the need for giving such notice and will not, in the judgment of such Lender, be otherwise materially disadvantageous to such Lender or increase any costs payable by the Borrower hereunder.      §4.7 Additional Interest . If any LIBOR Rate Loan or any portion thereof is repaid or is converted to a Base Rate Loan for any reason on a date which is prior to the last day of the Interest Period applicable to such LIBOR Rate Loan, or if repayment of the Loans has been accelerated as provided in §12.1, the Borrower will pay to the Agent upon demand for the account of the applicable Lenders in accordance with their respective Commitment Percentages, in addition to any amounts of interest otherwise payable hereunder, the Breakage Costs. The Borrower understands, agrees to and acknowledges the following: (i) no Lender has any obligation to purchase, sell and/or match funds in connection with the use of LIBOR as a basis for calculating the rate of interest on a LIBOR Rate Loan; (ii) LIBOR is used merely as a reference in determining such rate; and (iii) the Borrower has accepted LIBOR as a reasonable and fair basis for calculating such rate and any Breakage Costs. The Borrower further agrees to pay the Breakage Costs, if any, whether or not a Lender elects to purchase, sell and/or match funds.      §4.8 Additional Costs, Etc . Notwithstanding anything herein to the contrary, if any future applicable law, or change in or phasing in of any presently existing law, which expression, as used herein, includes statutes, rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time hereafter made upon or otherwise issued to any Lender or the Agent by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall:           (a) subject any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, such Lender’s Commitment, a Letter of Credit or the Loans (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or the Agent or its franchise tax), or           (b) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to any Lender of the principal of or the interest on any Loans or any other amounts payable to any Lender under this Agreement or the other Loan Documents, or           (c) impose or increase or render applicable any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law and which are not already reflected in any amounts payable by the Borrower hereunder) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender, or

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          (d) impose on any Lender or the Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, such Lender’s Commitment, a Letter of Credit or any class of loans or commitments of which any of the Loans or such Lender’s Commitment forms a part; and the result of any of the foregoing is:                (i) to increase the cost to any Lender (beyond the cost that would be applicable on the date hereof) of making, funding, issuing, renewing, extending or maintaining any of the Loans, the Letters of Credit or such Lender’s Commitment, or                (ii) to reduce the amount of principal, interest or other amount payable to any Lender or the Agent hereunder on account of such Lender’s Commitment or any of the Loans or the Letters of Credit, or                (iii) to require any Lender or the Agent (beyond the requirement that would be applicable on the date hereof) to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or the Agent from the Borrower hereunder,      then, and in each such case, the Borrower will, within fifteen (15) days of demand made by such Lender or (as the case may be) the Agent at any time and from time to time and as often as the occasion therefor may arise, pay to such Lender or the Agent such additional amounts as such Lender or the Agent shall determine in good faith to be sufficient to compensate such Lender or the Agent for such additional cost, reduction, payment or foregone interest or other sum. Each Lender and the Agent in determining such amounts may use any reasonable averaging and attribution methods generally applied by such Lender or the Agent.      §4.9 Capital Adequacy . If after the date hereof any Lender determines that (a) the adoption of or change in any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies or any change in the interpretation or application thereof by any governmental authority charged with the administration thereof, or (b) compliance by such Lender or its parent bank holding company with any guideline, request or directive of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on such Lender’s or such holding company’s capital as a consequence of such Lender’s commitment to make Loans or participate in Letters of Credit hereunder to a level below that which such Lender or holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such holding company’s then existing policies with respect to capital adequacy and assuming the full utilization of such entity’s capital) by any amount deemed by such Lender to be material, then such Lender may notify the Borrower thereof. The Borrower agrees to pay to such Lender the amount of such reduction in the return on capital as and when such reduction is determined, upon presentation by such Lender of a statement of the amount setting forth the Lender’s calculation thereof. In determining such amount, such Lender may use any reasonable averaging and attribution methods generally applied by such Lender.      §4.10 Breakage Costs . The Borrower shall pay all Breakage Costs required to be paid by them pursuant to this Agreement and incurred from time to time by any Lender upon demand

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within fifteen (15) days from receipt of written notice from Agent, or such earlier date as may be required by this Agreement.      §4.11 Default Interest; Late Charge . Following the occurrence and during the continuance of any Event of Default, and regardless of whether or not the Agent or the Lenders shall have accelerated the maturity of the Loans, all Loans shall bear interest payable on demand at a rate per annum equal to four percent (4.0%) above the rate for Base Rate Loans that would otherwise be applicable at such time (the "Default Rate"), until such amount shall be paid in full (after as well as before judgment), and the fee payable with respect to Letters of Credit shall be increased to a rate equal to four percent (4.0%) above the Letter of Credit fee that would otherwise be applicable at such time, or if any of such amounts shall exceed the maximum rate permitted by law, then at the maximum rate permitted by law. In addition, the Borrower shall pay a late charge equal to three percent (3.0%) of any amount of interest and/or principal payable on the Loans or any other amounts payable hereunder or under the other Loan Documents (other than payments due at maturity or upon acceleration), which is not paid by the Borrower within five (5) Business Days of the date when due.      §4.12 Certificate . A certificate setting forth any amounts payable pursuant to §4.7, §4.8, §4.9, §4.10 or §4.11 and a reasonably detailed explanation of such amounts which are due, submitted by any Lender or the Agent to the Borrower, shall be conclusive in the absence of demonstrable error.      §4.13 Limitation on Interest . Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, all agreements between or among the