LOAN AGREEMENT

PPM Loan No. 05-02502

LOAN AGREEMENT

by and between

JACKSON NATIONAL LIFE INSURANCE COMPANY ,
as Lender

and

RUMSEY FIRST LLC, SNOWDEN FIRST LLC,
GTC II FIRST LLC, NORFOLK FIRST LLC,
BREN MAR, LLC, PLAZA 500, LLC and VAN BUREN, LLC ,
all Delaware limited liability companies, as Borrowers

Date: As of July 18, 2005

1

LOAN AGREEMENT

This Loan Agreement is made as of this 18th day of July, 2005, by and among RUMSEY FIRST LLC, SNOWDEN FIRST LLC, GTC II FIRST LLC, NORFOLK FIRST LLC, BREN MAR, LLC, PLAZA 500, LLC and VAN BUREN, LLC , all Delaware limited liability companies, as Borrowers (each a “Borrower” and together the “Borrowers”), and JACKSON NATIONAL LIFE INSURANCE COMPANY , a Michigan corporation, (“Lender”).

RECITALS

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

1.  DEFINED TERMS . The following terms as used herein shall have the following meanings:

Affiliated Party : (i) If any Borrower or any Affiliated Party is a general or limited partnership, the general partners thereof and any person or entity directly or indirectly controlling any general partner thereof; (ii) if any Borrower or any Affiliated Party is a joint venture, its joint venture partners and any person or entity directly or indirectly controlling any joint venture partner thereof; (iii) if any Borrower is a corporation or limited liability company, any person or entity directly or indirectly controlling Borrower; and (iv) the Indemnitor.

Agreement : This Loan Agreement, as originally executed or as may be hereafter supplemented or amended from time to time in writing.

Allocated Loan Amount : The amounts of the Loan allocated to each Property as set forth on Exhibit C hereto.

Allocated Percentage : The percentages of the Loan allocated to each Property as set forth on Exhibit C hereto.

Application/Commitment : Collectively, the “Application” to PPM Finance, Inc. for the Loan dated April 25, 2005, and the acceptance thereof as a commitment dated May 25, 2005, as modified pursuant to a letter from PPM Finance, Inc. dated June 23, 2005.

Appraisal : An appraisal prepared by a member of a national appraisal organization that has adopted the Uniform Standards of Professional Appraisal Practice (USPAP) established by the Appraisal Standards Board of the Appraisal Foundation. The appraiser shall use assumptions and limiting conditions reasonably established by Lender, and the appraisal shall be in conformity with Lender’s appraisal guidelines and the requirements of the Application/Commitment.

Borrower : The meaning set forth in the introductory paragraph of this Agreement, and any substitute Borrower under Section 6.4 .

Borrowers : The meaning set forth in the introductory paragraph of this Agreement, and any substitute Borrower under Section 6.4 .

Building Laws : All federal, state and local laws, statutes, regulations, codes, ordinances, orders, rules and requirements applicable to the development, construction, use, operation, management and maintenance of each Property, including, without limitation, all access, building, zoning, planning, subdivision, fire, traffic, safety, health, labor, discrimination, environmental, air quality, wetlands, shoreline, flood plain laws, regulations and ordinances, including, without limitation, all applicable requirements of the Fair Housing Act of 1988, as amended, the Americans with Disabilities Act of 1990, as amended, and all orders or decrees of any court adopted or enacted with respect thereto applicable to each Property, as any of the same may from time to time be amended, modified or supplemented.

Correspondent : As of the closing Date of the Loan, the Correspondent is NorthMarq Capital, Inc. Lender retains the right to change the Correspondent at any time during the term of the Loan. Borrowers hereby acknowledge that Lender, at Lender’s expense, may utilize Correspondent or other outside third parties selected by Lender in any aspects of the Loan, including, but not limited to, the servicing, administration and monitoring of the Loan. For purposes of this Loan Agreement, where it is referenced that information will be provided to “Correspondent and Lender”, unless designated otherwise by Lender, the information shall be provided to Correspondent, who will provide the same to Lender. Lender may, at any time, request that the information be provided to both Correspondent and Lender or to another third party in place of Correspondent.

Default : Any event, which, if it were to continue uncured, would, with notice or lapse of time or both, constitute an Event of Default (as such term is defined in Section 7.1 of this Agreement).

Default Rate : The default interest rate specified in the Note.

Environmental Indemnity Agreement : The Environmental Indemnity Agreement described in Section 2.2 of this Agreement, executed by Borrowers and Indemnitor, as originally executed or as may be hereafter supplemented or amended from time to time in writing.

Executive Order and Patriot Act : Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “Executive Order”) and Public Law 107-56, known as the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “Patriot Act”).

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

Governmental Approvals : The meaning set forth in Section 4.11 of this Agreement.

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

Improvements : The meaning set forth in Recital C of this Agreement.

Include or including : Including, but not limited to.

Indemnitor : First Potomac Realty Investment Limited Partnership, a Delaware limited partnership, or any replacement Indemnitor under Section 6.3 .

Indemnity Agreement : The indemnity agreement described in Section 2.2 of this Agreement, executed by Indemnitor, as originally executed or as may be hereafter supplemented or amended from time to time in writing.

Internal Revenue Code : The Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder from time to time.

Knowledge : When used to modify a representation or warranty, actual knowledge.

Land : The land legally described in Exhibit A hereto.

Laws : Collectively, all federal, state and local laws, statutes, codes, ordinances, orders, rules and regulations, including judicial opinions or precedential authority in the applicable jurisdiction, as any of the same may from time to time be amended, modified or supplemented.

Lender : The Mortgagee and PPM Finance, Inc., on behalf of and acting as the investment advisor and authorized representative for the Mortgagee.

Loan : The meaning set forth in Recital B of this Agreement.

Loan Documents : This Agreement, the Environmental Indemnity, the Indemnification Agreement, the Mortgages, the Note, the other documents and instruments listed in Section 2.2 of this Agreement, and all other documents and instruments given to Lender from time to time in connection with or to secure the Loan, as originally executed or as any of the same may be hereafter supplemented or amended from time to time, in writing.

Loan Maturity : Maturity Date (as defined in the Note).

Loan Opening Date : The date of the First Advance.

Mortgagee : Jackson National Life Insurance Company, an affiliate of PPM Finance, Inc.

Mortgages : Each mortgage, deed of trust, security deed, deed to secure debt or similar instrument described in Section 2.2 of this Agreement for the Property and for any Substitute Property, each as originally executed or as may be hereafter supplemented or amended from time to time in writing.

Mortgagor : Any one of the Mortgagors, individually.

Mortgagors : The Borrowers.

Note : The mortgage note described in Section 2.2 of this Agreement, as originally executed or as may be hereafter supplemented or amended from time to time in writing.

Ordinary Environmental Materials : Hazardous materials in amounts customary for the use and occupancy of a Property in compliance with applicable laws governing such hazardous materials.

Permitted Exceptions : Those title matters to which the interest of Mortgagors in the Real Property is subject on the Loan Opening Date.

PPM Finance, Inc. : The investment advisor and authorized representative and affiliate of Mortgagee.

Property : As described on Exhibits A and B each parcel of Land together with the Improvements and any and all other buildings, structures and improvements located or to be located thereon and all rights, privileges, easements, hereditaments and appurtenances, thereunto relating or appertaining, including parking in compliance with any applicable zoning ordinance and tenant leases, and all personal property, fixtures and equipment required or used (or to be used) for the operation thereof, and any Substitute Property.

Real Property : That portion of each Property constituting real property.

Reciprocal Easement Agreement : Any such agreement or similar instrument affecting any Real Property on the Loan Opening Date.

Substitute Property : The meaning set forth in Section 6.4 of this Agreement.

Title Insurer : Fidelity National Title Insurance Company.

Waiver Letter : The escrow account waiver letter described in Section 2.2 of this Agreement, executed by Borrowers and Lender on the date hereof.

Defined terms may be used in the singular or the plural. When used in the singular preceded by “a”, “an”, or “any”, such term shall be taken to indicate one or more members of the relevant class. When used in the plural, such term shall be taken to indicate all members of the relevant class.

2.1 Agreement to Borrow and Lend . Subject to all of the terms, provisions and conditions set forth in this Agreement, Lender agrees to make and Borrowers agree to accept the Loan. Borrowers agree to pay all indebtedness evidenced and secured by the Loan Documents in accordance with the terms thereof without offset for any claims Borrower may assert against Lender.

2.2 Loan Documents . In consideration of Lender’s entry into this Agreement and Lender’s agreement to make the Loan, Borrowers have executed and delivered or caused to be executed and delivered to Lender the following documents and instruments:

(a) A mortgage note from Borrowers payable to the order of Lender in the original principal amount of One Hundred Million Dollars ($100,000,000.00);

(b) A first mortgage (or deed of trust) on each Mortgagor’s fee simple estate in the Real Property securing the Note, subject only to the Permitted Exceptions, including a security agreement granting Lender a security interest in all personal property, tangible and intangible, owned or hereafter acquired by each Mortgagor and relating to operation or maintenance of each Property, including bank accounts, accounts receivable, all escrow, impound or reserve accounts required in the Loan Documents, and other intangible property;

(c) An assignment to Lender of all rents, income, issues and profits of, and all leases, licenses, concessions and other similar agreements relating to or connected with each Property which shall be a first priority absolute assignment of all present and future leases of all or any part of the Property, all guarantees thereof and all rents and other sums payable thereunder;

(d) Uniform Commercial Code financing statements, in duplicate, executed by each Mortgagor as debtor with respect to all of Mortgagor’s interest in the personal property (if any) at all of the Properties;

(e) An indemnity agreement with respect to certain matters pertaining to each Property including environmental covenants (the “Environmental Indemnity”);

(f) An indemnity agreement with respect to certain matters excluded from the non-recourse provisions of the Loan Documents, executed by Indemnitor (the “Indemnity Agreement”);

(g) A Borrower’s affidavit containing certain warranties and representations with respect to each Property by each Borrower (the “Borrower’s Certificate”);

(h) An escrow account waiver letter pursuant to the terms of Section 3.1(c) hereof (the “Waiver Letter”).

(i) Any other documents required by the Application/Commitment; and

(j) Such other papers and documents as may be required by this Agreement or as Lender may reasonably require.

2.3 Terms of the Loan . The Loan will bear interest for the period and at the rate or rates set forth in the Note, and be payable in accordance with the terms of the Note. The outstanding principal balance, all accrued and unpaid interest and all other sums due and payable under the Note or other Loan Documents, if not sooner paid, shall be paid in full at Loan Maturity.

2.4 Prepayments . Borrowers shall have no right to make prepayments of the Loan in whole except in accordance with the terms of the Note.

2.5 Conditions to Disbursement . Borrowers and Lender acknowledge that all conditions precedent to the disbursement of the Loan set forth in the Application/Commitment, including those set forth in Sections 2.4 (Third Party Reports) and 3 (The Closing) thereof, have been satisfied to Lender’s satisfaction or waived.

2.6 Sources and Uses . Borrowers shall use the proceeds of the Loan solely for the purposes set forth in Exhibit D attached hereto and incorporated herein.

2.7 Refund of Lender Deposits . Lender shall refund to Borrowers in immediately available funds on the Loan Opening Date the Lender Deposits as specified in Section 1.1 of the Application/Commitment, subject to the terms thereof.

3.  BORROWERS’ COVENANTS . Borrowers further covenant and agree with Lender as follows:

3.1 Escrow Deposits . (a) Subject to the terms of subparagraph (c) of this Section 3.1 , Borrowers shall deposit monthly with Lender or Correspondent a sum equal to one-twelfth (1/12th) of the amount estimated by Lender or Correspondent to be required to pay, at least thirty (30) days prior to their respective due dates, annual property taxes, assessments, ground rent and insurance premiums for each Property (the “Escrow Account”). Lender shall not pay interest on or segregate the Escrow Account unless required to do so under applicable law. If allowable by law, Lender will set up the Escrow Account as interest-bearing, with interest accruing to Borrowers. Any such interest-bearing account must be acceptable to Lender, and the expense thereof must be paid by Borrowers. If Lender is required to segregate the Escrow Account, Borrowers shall (1) execute such documents as Lender, in its sole discretion, deems necessary to perfect its security interest in the Escrow Account and (2) pay the costs of setting-up and maintaining the Escrow Account. At Closing (or such later date as the Escrow Account is established), Lender will determine the amount of the initial deposit that must be made by the Borrowers to the Escrow Account;

(b) If an Escrow Account is established, the Escrow Account shall be pledged as additional security for the Loan and shall be held to be irrevocably applied for the purposes for which made hereunder and shall not be subject to the direction or control of Borrowers; provided, however, that neither Lender, Correspondent nor any depository holding such funds shall be liable for any failure to apply to the payment of taxes, assessments, ground rent or insurance premiums any amount so deposited unless (i) a Borrower shall have requested Lender, Correspondent or said depository in writing to make application of such funds to the payment of the particular taxes, assessments, ground rent or insurance premiums as the case may be, accompanied by the bills therefor, (ii) there shall exist no Default or Event of Default hereunder or under any of the Loan Documents, (iii) there are sufficient funds in the Escrow Account to pay the particular taxes, assessments, ground rent or insurance premiums and (iv) following payment of such taxes, assessments, ground rent or insurance premiums, the Escrow Account will be “in balance” in the reasonable opinion of Lender; and

(c) Lender and Borrowers have executed and delivered the Waiver Letter regarding the waiver of the foregoing escrow provisions, subject to the provisions more particularly set forth therein.

3.2 Payment of Taxes . Mortgagors shall pay all real estate taxes, assessments and charges of every kind upon each Real Property before the same become delinquent; provided, however, that a Mortgagor shall have the right to pay any such tax, assessment or charge under protest or to otherwise contest any such tax, assessment or charge but only if (i) such contest has the effect of preventing the collection of such tax, assessment or charge so contested and also preventing the sale or forfeiture of the Property or any part thereof or any interest therein, (ii) Mortgagor has notified Lender in writing in advance of its intent to contest such tax, assessment or charge, and (iii) Mortgagor has deposited security in form and amount satisfactory to Lender, in its reasonable judgment, and increases the amount of such security so deposited promptly after Lender’s reasonable request therefor. If Mortgagor shall fail to commence such contest or, having commenced such contest, and having deposited such security required by Lender for its full amount, shall thereafter fail to prosecute such contest in good faith or with due diligence, or, upon adverse conclusion of any such contest, shall fail to pay the tax, assessment or charge so contested, in each case after notice to Mortgagor of such failure, Lender may at its election (but shall not be required to), pay and discharge any such tax, assessment or charge, and any interest or penalty thereon, and any amounts so expended by Lender shall be deemed to constitute disbursements of the Loan proceeds hereunder (even if the total amount of disbursements would exceed the face amount of the Note), and shall bear interest from the date expended at the Default Rate and be payable with such interest upon demand. Lender in making any payment hereby authorized relating to any tax, assessment or charge, may do so according to any bill, statement or estimate procured from the appropriate public office without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax, assessment, charge, sale, forfeiture, tax lien or title or claim thereof.

3.3 Maintenance of Insurance . (a) Insurance Coverage Requirements : Mortgagors shall maintain insurance coverage as contained on Exhibit F attached hereto and made a part hereof.

(b)  No Other Insurance . Mortgagors shall not take out separate insurance concurrent in form or contributing in the event of loss with that required to be maintained hereunder unless Lender is included thereon under a standard, non-contributory Lender clause reasonably acceptable to Lender. A Mortgagor shall immediately notify Lender whenever any such separate insurance is taken out and shall promptly deliver to Lender the original policy or policies of such insurance.

(c)  Lender’s Right to Obtain Insurance . Notwithstanding this Section 3.3 , in the Event of a Default under Section 3.3 of this Agreement, Lender or Correspondent shall have the right (but not the obligation) to place and maintain insurance required to be placed and maintained by Mortgagors hereunder, and use funds on deposit in the Escrow Account for the payment of insurance to pay for same. Any additional amounts expended therefor shall constitute additional disbursements of Loan proceeds (even if the total amount of disbursements would exceed the face amount of the Note), and, if not paid by Borrowers upon demand, shall bear interest from the date expended at the Default Rate and be payable together with such interest upon demand.

3.4 Mechanics’ Liens and Contest Thereof . Mortgagors will not suffer or permit any mechanics’ lien claims to be filed or otherwise asserted against any Real Property and will promptly discharge the same if any claims for lien or any proceedings for the enforcement thereof are filed or commenced; provided, however, that a Mortgagor shall have the right to contest in good faith and with due diligence the validity of any such lien or claim upon furnishing to the Title Insurer such security or indemnity as it may require to induce the Title Insurer to insure against all such claims, liens or proceedings.

3.5 Settlement of Mechanics’ Lien Claims . If a Mortgagor shall fail promptly to discharge any mechanics’ lien claim filed or otherwise asserted or to contest any such claims and give security or indemnity in the manner provided in Section 3.4 hereof, or, having commenced to contest the same, and having given such security or indemnity, shall thereafter fail to prosecute such contest in good faith or with due diligence, or fail to maintain such indemnity or security so required by the Title Insurer for its full amount, or, upon adverse conclusion of any such contest, shall fail to cause any judgment or decree to be satisfied and lien to be promptly released, then, and in any such event, after notice to Mortgagor, Lender may, at its election, but shall not be required to, (i) procure the release and discharge of any such claim and any judgment or decree thereon, without inquiring into or investigating the amount, validity or enforceability of such lien or claim and (ii) effect any settlement or compromise of the same on reasonable terms, or may furnish such security or indemnity to the Title Insurer, and any amounts expended by Lender in doing so, including premiums paid or security furnished in connection with the issuance of any surety company bonds, shall be deemed to constitute disbursements of the Loan proceeds hereunder (even if the total amount of disbursements would exceed the face amount of the Note), and, if not paid by Borrowers upon demand, shall bear interest from the date expended at the Default Rate and be payable together with such interest upon demand.

3.6 Maintenance, Repair and Restoration of Improvements . Mortgagors shall (i) subject to Section 5.1 and the Leases, promptly repair, restore or rebuild any Improvements, which may become damaged or be destroyed; and (ii) keep (or use commercially reasonable efforts to cause the tenants to keep) the Improvements in good condition and repair, without waste.

3.7 Leases and Lease Reports . Mortgagors shall not enter into, modify, amend, waive any material provision of, terminate or cancel any lease(s) of space in any Property without the prior written consent of Lender, except in accordance with the Leasing Guidelines attached hereto as Exhibit E and made a part hereof. Any breach by a Mortgagor of this Section 3.7 (continuing beyond any applicable notice and cure periods) shall be deemed by Lender in its sole discretion, as an Event of Default.

3.8 Compliance With Laws . Mortgagors shall promptly comply (or use commercially reasonable efforts to cause tenants to comply) with all applicable Laws of any Governmental Authority relating to each Property on an ongoing basis, and Mortgagors shall maintain (or use reasonable efforts to cause tenants to maintain) in force all permits, licenses or contracts necessary or reasonably considered by Lender to be desirable for the contemplated use, operation and maintenance of each Property.

3.9 Alterations . Without the prior written consent of Lender, Mortgagors shall not make any material alterations to any Property (other than nonstructural maintenance work and completion of tenant work required in accordance with leases previously existing or hereafter entered into in accordance with the terms of this Agreement). Such consent shall not be unreasonably withheld and shall be deemed given if notice of disapproval is not given within ten (10) business days after request.

3.10 Personal Property . (i) All of a Mortgagor’s personal property, fixtures, furnishings, furniture, attachments and equipment (if any) located on or used in connection with a Property, shall always be located at the Property, or at a location immediately accessible to Mortgagor and Lender, and shall also be kept free and clear of all chattel mortgages, conditional vendor’s liens and all other liens, encumbrances and security interests of any kind whatever, other than security interests incurred in the ordinary course of a Mortgagor’s business, (ii) Mortgagor will be the absolute owner of said personal property, fixtures, furnishings, furniture, attachments and equipment, and (iii) Mortgagor shall, from time to time, furnish Lender with evidence of any such ownership satisfactory to Lender, including searches of applicable public records.

3.11 Prohibition Against Cash Distributions and Application of Cash Flow . Each Mortgagor shall first apply all cash flow from a Property to pay Property expenses then due and payable, including amounts due to Lender pursuant to the Loan Documents. No cash flow from any Property shall be distributed to any partners, principals, members or shareholders of Borrowers or applied to the payment of any obligations, debts or expenses not related to the Property if an Event of Default has occurred and is continuing and Lender has revoked Mortgagor’s license to collect rents and instructed tenants to pay their rent to Lender pursuant to the Assignments of Leases and Rents of even date herewith from the Mortgagors to Lender.

3.12 Inspection by Lender . Mortgagors will cooperate (and will cause the managing agent to cooperate) with Lender in arranging for inspections of any Property from time to time during normal business hours by Lender and its agents and representatives.

3.13 Furnishing Information . Borrowers shall deliver or cause to be delivered to Lender and Correspondent annual financial statements for Borrowers and annual financial statements for Indemnitor as soon as available and in all events no later than ninety (90) days after the close of each fiscal year. Annual statements shall be certified as true and correct by an authorized financial officer of Borrowers or Indemnitor, as the case may be. While only annual financial statements will be required initially, upon the occurrence and continuation of an Event of Default, Lender shall have the right to require that the Borrowers provide quarterly financial statements and that Borrowers and Indemnitor promptly provide Lender with such additional financial reports and such additional financial information as Lender may reasonably require. If a Default has occurred or Lender reasonably believes that previously provided financial statements are inaccurate, Lender may require that the annual statements shall be certified by an independent certified public accountant as having been prepared in accordance with generally accepted accounting principles. Mortgagors shall also furnish a current rent roll for each Property within ninety (90) days after the close of each fiscal year. Additionally, Borrowers and Indemnitor will:

(i) promptly supply Lender and Correspondent with such information concerning their respective affairs and the operation of each Property as Lender may hereafter reasonably request in writing from time to time;

(ii) on reasonable prior notice, at any time during regular business hours permit Lender, Correspondent or any of its agents or representatives to have access to and examine all of its books and records regarding the operation of each Property;

(iii) permit Lender and Correspondent to copy and make abstracts from any and all of such books and records; and

(iv) immediately notify Lender and Correspondent if any Borrower receives any actual notice, action or lien notice or otherwise becomes aware that a Property violates any Building Law in any material respect. The notice to Lender shall describe with particularity the Building Law violation and the Borrower’s plan to promptly correct the violation.

3.14 Documents of Further Assurance . Borrowers shall, from time to time, upon Lender’s written request, execute, deliver, record and furnish such documents as Lender may reasonably deem necessary or desirable to (i) perfect and maintain perfected as valid liens upon each Property, the liens granted by Mortgagors to Lender under the Mortgages and the collateral assignments and other security interests under the other Loan Documents as contemplated by this Agreement, (ii) correct any errors of a typographical nature or inconsistencies which may be contained in any of the Loan Documents, and (iii) consummate fully the transaction contemplated under this Agreement.

3.15 Furnishing Reports . Borrowers and Indemnitor shall provide Lender and Correspondent promptly after written request by Lender with copies of all inspections, reports, test results and other material information received by Borrowers and Indemnitor from time to time from their employees, agents, representatives, architects and engineers, which in any way relate to any Property, or any part thereof.

3.16 Operation of Property and Zoning . As long as any portion of the Loan remains outstanding, Mortgagors shall use commercially reasonable efforts to cause each Property to be operated in the manner currently in effect for such property. Mortgagors shall fully and faithfully perform all of their covenants, agreements and obligations under each of the leases of space in each Property. Mortgagors shall not initiate or acquiesce in a zoning variation or reclassification without Lender’s consent, which shall not be unreasonably withheld.

3.17 Management Agents’ and Brokers’ Contracts . Except for contracts terminable on not more than thirty (30) days notice and which are subordinated to the Loan, Mortgagors shall not enter into, modify, amend, waive any material provision of, terminate or cancel any management contracts for any Property without the prior written approval of Lender which shall not be unreasonably withheld. If, in the ordinary course of business, a Mortgagor shall enter into any contracts or agreements (other than management contracts) with leasing agents or brokers for any Property, the Mortgagor shall notify Lender within ten (10) days after such action.

3.18 Furnishing Notices . Borrowers shall deliver to Lender and Correspondent copies of all material notices received or given by a Borrower (or its agents or representatives) in connection with a Property.

3.19 Indemnification . Borrowers shall indemnify, defend and hold Lender, Correspondent and their officers, directors, employees, shareholders, advisers, and agents (collectively, “Indemnified Parties”) harmless from and against all claims, injury, damage, loss, costs (including reasonable attorney fees and costs) and liability of any and every kind incurred by Indemnified Parties by reason of (i) the operation or maintenance of each Property or any construction at a Property until such time as the Property is transferred by foreclosure, deed in lieu of foreclosure or other acquisition of the Property; (ii) the payment of any brokerage commissions or fees of any kind incurred by Borrowers with respect to the Application/Commitment or the Loan, and for any reasonable legal fees or expenses incurred by Lender in connection with any claims for such commissions or fees; (iii) any other action or inaction by, or matter which is the responsibility of, Borrowers; and (iv) the breach of any representation or warranty or failure to fulfill any of Borrowers’ obligations under this Agreement or any other Loan Document. The foregoing indemnity shall include the cost of all alterations, repairs and replacements to any Property (including, without limitation, architectural, engineering, legal and accounting costs), and all fines, fees and penalties, and all legal and other expenses (including reasonable attorney fees), incurred in connection with any Property being in violation of Building Laws until such time as the Property is transferred by foreclosure, deed in lieu of foreclosure or other acquisition of the Property, and for the cost of collection of the sums due under this indemnity. If Lender shall become the owner of or acquire an interest in or rights to a Property by foreclosure or deed in lieu of foreclosure of one or more of the Mortgages or by other means, the foregoing indemnification obligation shall survive such foreclosure or deed in lieu of foreclosure or other acquisition of the Property with respect to matters arising prior to such event, unless Lender’s own negligent or bad faith acts or omissions cause what would otherwise be considered an indemnification obligation by Borrowers and/or Indemnitor.

3.20 Organizational Documents . Without the prior written consent of Lender, not to be unreasonably withheld, the LLC Borrowers shall not permit or suffer any amendment or modification of their member control agreements or operating agreements, except as permitted pursuant to Section 6.3 .

3.21 Publicity . During the term of the Loan, each party to this Agreement may issue or publish releases or announcements stating that the financing for each Property is being provided by Lender to Borrowers subject to the consent of the other party hereto, which shall not be unreasonably withheld.

3.22 Access to Leased Premises and Right to Cure Defaults Under Reciprocal Easement Agreements . In the event of a material default by a Mortgagor under a Reciprocal Easement Agreement, Mortgagors agree that Lender shall have the right (but not the obligation), to cure or cause the cure of such default and, in the event the cure of such default by its nature requires that Lender enter upon and/or take possession of the Property, Mortgagors hereby agree that Lender may, and Mortgagors hereby grant Lender the right to, enter in and upon and take exclusive possession of the Property for the purpose of curing such default; provided, however, Lender shall not be entitled to exercise its rights under this Section until the expiration of applicable grace periods under such agreements, so long as Lender shall be afforded an independent cure right and grace period under such agreements. Any costs incurred by Lender in curing such default shall constitute additional indebtedness evidenced by the Note and secured by the Mortgages and other Loan Documents, and, if not paid by Borrowers upon demand, shall bear interest from the date expended at the Default Rate and be payable together with such interest upon demand.

3.23 Lender’s Attorney Fees and Expenses . If at any time hereafter prior to repayment of the Loan in full, Lender reasonably employs counsel for advice or other representation (whether or not any suit has been or shall be filed and whether or not other legal proceedings have been or shall be instituted and, if such suit is filed or legal proceedings instituted, through all administrative, trial, and appellate levels) with respect to the Loan, any Property or any part thereof, this Agreement or any of the Loan Documents, including any proposed or actual restructuring of the Loan, or to protect, collect, lease, sell, take possession of, or liquidate any Property, or to attempt to enforce any security interest or lien on any Property, or to enforce any rights of Lender or any of Borrowers’ obligations hereunder or those of any other person, firm or corporation which may be obligated to Lender by virtue of this Agreement or any other agreement, instrument or document heretofore or hereafter delivered to Lender by or for the benefit of Borrowers, or to analyze and respond to any request for consent or approval made by Borrowers, then, in any such event, all of the reasonable attorney fees and expenses arising from such services, and all expenses, costs and charges relating thereto, shall, if not paid by Borrowers upon demand, bear interest from the date expended at the Default Rate and shall be paid by Borrowers on demand and if Borrowers fail to pay such fees, costs and expenses payment thereof by Lender shall be deemed to constitute disbursement of the Loan proceeds hereunder (even if the total amount of disbursements would exceed the face amount of the Note) and shall constitute additional indebtedness of Borrowers to Lender, payable on demand and secured by the Mortgages and other Loan Documents.

3.24 Loan Expenses . Borrowers agree to pay all expenses reasonably incurred to close the Loan, including all amounts payable pursuant to the Application/Commitment, and also including all recording charges, title insurance charges, costs of surveys, costs for certified copies of instruments, escrow charges, fees, expenses and charges of architectural/engineering consultants of Lender, and all costs and expenses incurred by Lender in connection the closing (excepting fees and expenses of Lender’s attorneys). All such expenses, charges, costs and fees shall be the Borrowers’ obligation regardless of whether the Loan is disbursed in whole or in part unless such failure to disburse is due to Lender’s wrongful failure to disburse hereunder. Borrowers shall pay on demand expenses incurred by Lender in connection with any modification of any of the terms of the Loan.

3.25 Loan Fees . Borrowers have paid the loan fees (“Loan Fees”) as are set forth in the Application/Commitment, subject to the terms and conditions set forth therein.

3.26 No Additional Debt . Borrowers shall not, without the prior written consent of Lender, incur any indebtedness (whether personal or nonrecourse, secured or unsecured) in connection with any Property, other than customary payables paid within sixty (60) days after they are incurred.

4.  REPRESENTATIONS AND WARRANTIES . To induce Lender to execute this Agreement and perform the obligations of Lender hereunder, Borrowers hereby represent and warrant to Lender as follows:

4.1 Title . On the Loan Opening Date, Mortgagors have good and marketable fee simple title to the Real Property, subject only to the Permitted Exceptions.

4.2 No Litigation . Except for claims fully covered by insurance, where the insurance company is defending such claims and such defense is not being provided under a reservation of rights, and except as disclosed in writing to Lender prior to the date hereof, to Borrowers’ knowledge, there is no pending litigation or unsatisfied judgment entered of record against Borrowers, Indemnitor or any Property. To Borrowers’ knowledge, no litigation or proceedings are pending or are threatened against any Affiliated Party (i) which might materially affect the validity or priority of the lien of the Mortgages, (ii) which might materially affect the ability of Borrowers or Indemnitor to perform their respective obligations pursuant to and as contemplated by the terms and provisions of this Agreement and the other Loan Documents, or (iii) which could materially affect the operations or financial condition of any Property, any Borrower or any Affiliated Party.

4.3 Due Authorization . The execution and delivery of the Loan Documents and all other documents executed or delivered by or on behalf of Borrowers and pertaining to the Loan have been duly authorized or approved by Borrowers and, when executed and delivered by Borrowers or when caused to be executed and delivered on behalf of Borrowers, will constitute the legal, valid and binding obligations of the obligor thereon, enforceable in accordance with their respective terms except as limited by bankruptcy, insolvency, or other laws of general application relating to the enforcement of creditor’s rights, and the payment or performance thereof is not now subject to any offsets, claims or defenses of any kind or nature whatsoever.

4.4 Breach of Laws or Agreements . Except with respect to the Borrowers’ existing financing arrangements with Key Bank, the execution, delivery and performance of this Agreement and the other Loan Documents have not constituted (and will not, upon the giving of notice or lapse of time or both, constitute) a breach or default under any other agreement to which any Borrower or Indemnitor is a party or may be bound or affected, or a violation of any Law which may affect any Property, any part thereof, any interest therein, or the use thereof, or any Borrower or Indemnitor.

4.5 Leases . Mortgagors and their agents have not entered into any leases or other arrangements for occupancy of space within any Property other than leases shown on the most recent rent roll furnished to Lender (the “Rent Roll”) or entered into in accordance with the requirements of this Agreement. To Mortgagors’ knowledge, all leases disclosed on the Rent Roll are in full force and effect, and there are no existing defaults by Mortgagor or, to the knowledge of Mortgagors, any tenant thereunder other than as disclosed in writing to Lender.

4.6 Condemnation . (i) No condemnation of any portion of any Property, (ii) no condemnation or relocation of any roadways abutting any Property, and (iii) no denial of access to any Property from any point of access to the Property, has commenced or, to Borrowers’ knowledge, is contemplated by any Governmental Authority.

4.7 Condition of Improvements . To the best of Borrowers’ knowledge, and except as disclosed in the engineering reports provided to Lender (the “Engineering Reports”), the foundations and structure of the Improvements are structurally sound and the various mechanical systems have adequate capacities and are in good working condition and the Improvements are in substantial compliance with all applicable Building Laws. Borrowers have no knowledge of required capital expenditures or deferred maintenance other than those that would normally be expected for a building of similar age and type or as specified in the Engineering Reports. No notice of violation of any Building Law has been received by Borrowers.

4.8 Information Correct . All financial statements of Borrowers or Indemnitor furnished to Lender or Correspondent fairly present the financial condition of such persons or entities and were prepared in accordance with a method of preparation consistently applied. All property condition reports, including engineering, environmental and seismic, previously furnished by Mortgagors to Lender in connection with the Loan are true, complete and correct copies of such reports. Neither Borrowers nor Indemnitor have misrepresented any material fact of which they have knowledge (or made