LOAN AGREEMENT

LOAN AGREEMENT dated as of March 15, 2005 (as the same may be modified, supplemented, amended or otherwise changed, this "Agreement") between MAGUIRE PROPERTIES-801 N. BRAND, LLC, a Delaware limited liability company (together with its permitted successors and assigns, "Borrower"), and GREENWICH CAPITAL FINANCIAL PRODUCTS, INC., a Delaware corporation (together with its successors and assigns, "Lender").

Section 1.1   Specific Definitions. The following terms have the meanings set forth below:

Affiliate: as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled by or is under common Control with such Person or is a director or officer of such Person or of an Affiliate of such Person.

Affiliated Manager:  any managing agent of the Property (other than Maguire Property Services, Inc.) in which Borrower or any Guarantor has, directly or indirectly, any legal, beneficial or economic interest.

Approved Capital Expenses: Capital Expenses incurred by Borrower, provided that during a Cash Management Period, such Capital Expenses shall either be (i) included in the Approved Annual Budget for the current calendar month or (ii) approved by Lender.

Approved Operating Expenses: During a Cash Management Period, operating expenses incurred by Borrower which (i) are included in the Approved Annual Budget for the current calendar month, (ii) are for real estate taxes, insurance premiums, electric, gas, oil, water, sewer or other utility service to the Property or (iii) have been approved by Lender.

Available Cash: as of each Payment Date during the continuance of a Cash Management Period, the amount of Rents, if any, remaining in the Deposit Account after the application of all of the payments required under clauses (i) through (v) of Section 3.9(a).

Business Day: any day other than a Saturday, Sunday or any day on which commercial banks in New York, New York are authorized or required to close.

Calculation Date: the last day of each calendar quarter during the Term.

Capital Expenses: expenses that are capital in nature or required under GAAP to be capitalized.

Code:  the Internal Revenue Code of 1986, as amended and as it may be further amended from time to time, any successor statutes thereto, and applicable U.S. Department of Treasury regulations issued pursuant thereto in temporary or final form.

Debt: the unpaid Principal, all interest accrued and unpaid thereon, any Yield Maintenance Premium and all other sums due to Lender in respect of the Loan or under any Loan Document.

Debt Service: with respect to any particular period, the scheduled Principal and interest payments due under the Notes in such period.

Debt Service Coverage Ratio: as of any date, the ratio calculated by Lender of (i) the Net Operating Income for the twelve (12)-month period during the Term of the Loan ending with the most recently completed calendar month to (ii) the Debt Service with respect to such period.

Default: the occurrence of any event under any Loan Document which, with the giving of notice or passage of time, or both, would be an Event of Default.

Default Rate: a rate per annum equal to the lesser of (i) the maximum rate permitted by applicable law, or (ii) 5% above the Interest Rate.

Defeasance Collateral: U.S. Obligations, which provide payments (i) on or prior to, but as close as possible to, all Payment Dates and other scheduled payment dates, if any, under the Notes after the Defeasance Date and up to and including the Stated Maturity Date, and (ii) in amounts equal to or greater than the Scheduled Defeasance Payments.

Deposit Bank: Wachovia Bank, National Association, a national banking association, or such other bank or depository selected by Lender in its discretion.

Eligible Institution: a depository institution insured by the Federal Deposit Insurance Corporation the short term unsecured debt obligations or commercial paper of which are rated at least A-1 by S&P, P-1 by Moody's and F-1+ by Fitch in the case of accounts in which funds are held for thirty (30) days or less or, in the case of Letters of Credit or accounts in which funds are held for more than thirty (30) days, the long term unsecured debt obligations of which are rated at least "AA" by Fitch and S&P and "Aa2" by Moody's. Notwithstanding the foregoing, Lender acknowledges that Bank of the West (Borrower's current Clearing Bank) is deemed an Eligible Institution.

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

ERISA Affiliate: all members of a controlled group of corporations and all trades and business (whether or not incorporated) under common control and all other entities which, together with Borrower, are treated as a single employer under any or all of Section 414(b), (c), (m) or (o) of the Code.

Existing Leases: Leases of the Property or the Improvements existing on the date hereof.

GAAP: generally accepted accounting principles in the United States of America as of the date of the applicable financial report or the method used in connection with the financial statements of Borrower delivered to Lender in connection with the closing of the Loan.

Governmental Authority: any court, board, agency, commission, office or authority of any nature whatsoever for any governmental unit (federal, state, county, district, municipal, city or otherwise) now or hereafter in existence.

Guarantor: the OP or any other guarantor of the Debt.

Interest Period: (i) the period from the date hereof through the first day

Interest Rate: a rate of interest equal to 5.727% per annum (or, when applicable pursuant to the Notes or any other Loan Document, the Default Rate).

Key Principal(s): the OP and the REIT.

Leases:  all leases and other agreements or arrangements heretofore or hereafter entered into for the use, enjoyment or occupancy of, or the conduct of any activity upon or in, the Property or the Improvements, including any guarantees, extensions, renewals, modifications or amendments thereof and all additional remainders, reversions and other rights and estates appurtenant thereunder. The term "Leases" shall not include any subleases of the Master Lease Space between the Master Lease Tenant, as sublandlord, and any tenant, as subtenant.

Lease Termination Payments: (i) all fees, penalties, commissions or other payments made to Borrower in connection with or relating to the rejection, buy-out, termination, surrender or cancellation of any Lease (including in connection with any bankruptcy proceeding), (ii) any security deposits or proceeds of letters of credit held by Borrower in lieu of cash security deposits, which Borrower is permitted to retain pursuant to the applicable provisions of any Lease and (iii) any payments made to Borrower relating to unamortized tenant improvements and leasing commissions under any Lease.

Letter of Credit: an irrevocable, unconditional, transferable, clean sight draft letter of credit acceptable to Lender and the Rating Agencies (either an evergreen letter of credit or one which does not expire until at least thirty (30) days after the Maturity Date) for which Borrower shall have no reimbursement obligation and which reimbursement obligation is not secured by the Property or any other property pledged to secure the Notes in favor of Lender and

entitling Lender to draw thereon in New York, New York, issued by a domestic Eligible Institution or the U.S. agency or branch of a foreign Eligible Institution.

Lien: any mortgage, deed of trust, lien (statutory or otherwise), pledge, hypothecation, easement, restrictive covenant, preference, assignment, security interest or any other encumbrance, charge or transfer of, or any agreement to enter into or create any of the foregoing, on or affecting all or any part of the Property or any interest therein, or any direct or indirect interest in Borrower, including any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, the filing of any financing statement, and mechanic's, materialmen's and other similar liens and encumbrances.

Lockout Release Date: the earlier to occur of (i) the thirty sixth (36th) Payment Date of the Term and (ii) the date that is two (2) years from the "startup day" (within the meaning of Section 860G(a)(9) of the Code) of the REMIC Trust established in connection with the last Securitization involving any portion of the Loan.

Management Agreement: the management agreement between Borrower and Manager, pursuant to which Manager is to manage the Property, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time in accordance with Section 5.12.

Manager: the OP or any successor, assignee or replacement manager appointed by Borrower in accordance with Section 5.12.

Master Lease: that certain Lease of even date herewith between Borrower, as landlord, and the OP ("Master Lease Tenant"), as tenant, which covers the Master Lease Space.

Master Lease Space: the approximately 16,967 square feet of space of the Improvements, which is currently demised to Master Lease Tenant pursuant to the Master Lease.

Material Lease: all Leases which individually or in the aggregate with respect to the same tenant and its Affiliates (i) cover more than the greater of 25,000 square feet of the Improvements or a full floor of the Improvements or (ii) have a gross annual rent of more than 10% of the total annual Rents. The Master Lease is deemed to be a Material Lease.

Maturity Date: the date on which the final payment of principal of the Notes becomes due and payable as therein provided, whether at the Stated Maturity Date, by declaration of acceleration, or otherwise.

Minor Lease: any Lease that is not a Material Lease.

Net Operating Income: for any period during the Term of the Loan, the actual net operating income of the Property determined on a cash basis of accounting, after deducting therefrom deposits to (but not withdrawals from) any reserves required under this Agreement, and without giving credit for non-recurring extraordinary items of income.

Note or Notes: collectively, Note A and Note B.

Note A: that certain Promissory Note A dated as of the date hereof in the original principal amount of SIXTY ONE MILLION SEVEN HUNDRED FORTY THOUSAND AND NO/100 DOLLARS ($61,740,000.00) executed by Borrower and payable to the order of Lender in evidence of a portion of the Loan.

Note B: that certain Promissory Note B dated as of the date hereof in the original principal amount of THIRTEEN MILLION EIGHT HUNDRED THOUSAND AND NO/100 DOLLARS ($13,800,000.00) executed by Borrower and payable to the order of Lender in evidence of a portion of the Loan.

Officer's Certificate: a certificate delivered to Lender by Borrower which is signed by a senior executive officer of the REIT.

OP: Maguire Properties, L.P., a Maryland limited partnership.

Operating Agreements: the REA, including any other covenants, restrictions or agreements of record relating to the construction, operation or use of the Property, excluding any Lease.

Other Charges: all ground rents, maintenance charges, impositions other than Taxes, and any other charges, including vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Property (other than Taxes), now or hereafter levied or assessed or imposed against the Property or any part thereof.

Permitted Encumbrances: (i) the Liens created by the Loan Documents, (ii) all Liens and other matters disclosed in the Title Insurance Policy, (iii) Liens, if any, for Taxes or Other Charges not yet due and payable and not delinquent, (iv) any workers', mechanics' or other similar Liens on the Property provided that any such Lien is bonded or discharged within 30 days after Borrower first receives notice of such Lien, (v) such other title and survey exceptions as Lender approves in writing in Lender's discretion and (vi) Liens incurred in connection with Permitted Equipment Financing as set forth in Section 5.22, and (vii) Liens which constitute a Permitted Transfer.

Permitted Fund Manager: any nationally-recognized manager of investment funds which (i) invests in debt or equity interests relating to commercial real estate, (ii) invests through a fund with committed capital of at least $250,000,000 and (iii) is not the subject of a bankruptcy proceeding.

Permitted Investment: (a) subject to the provisions of subparagraph (b) of this definition, any one or more of the following obligations or securities acquired at  a purchase price of not greater than par, including those issued by Servicer, the trustee under any Securitization or any of their respective affiliates, payable on demand or having a maturity date not later than the Business Day immediately prior to the first Payment Date following the date of acquiring such investment (and in no event having maturities of more than 365 days) and meeting one of the appropriate standards set forth below: (i) obligations of, or obligations fully guaranteed as to payment of principal and interest by, the United States or any agency or instrumentality thereof provided such obligations are backed by the full faith and credit of the United States of America including, without limitation, obligations of: the U.S. Treasury (all direct or fully guaranteed obligations), the Farmers Home Administration (certificates of beneficial ownership), the General Services Administration (participation certificates), the U.S. Maritime Administration (guaranteed Title XI financing), the Small Business Administration (guaranteed participation certificates and guaranteed pool certificates), the U.S. Department of Housing and Urban Development (local authority bonds) and the Washington Metropolitan Area Transit Authority (guaranteed transit bonds); provided,   however, that the investments described in this clause must

(A)    have a predetermined fixed dollar of principal due at maturity that cannot vary or change,

(B)    if rated by S&P, must not have an "r" highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity; (ii) Federal Housing Administration debentures; (iii) obligations of the following United States government sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations), the Farm Credit System (consolidated system wide bonds and notes), the Federal Home Loan Banks (consolidated debt obligations), the Federal National Mortgage Association (debt obligations), the Financing Corp. (debt obligations), and the Resolution Funding Corp. (debt obligations); provided,   however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an "r" highlighter

(A)    have a predetermined fixed dollar of principal due at maturity that cannot vary or change,

(B)    if rated by S&P, must not have an "r" highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity; and (viii) other security, obligation or investment which has been approved as a Permitted Investment in writing by (a) Lender and (b) each Rating Agency, as evidenced by a written a Rating Comfort Letter with respect to that the designation of such security, obligation or investment as a Permitted Investment; provided,   however, that no obligation or security shall be a Permitted Investment if (A) such obligation or security evidences a right to receive only interest payments or (B) the right to receive principal and interest payments on such obligation or security are derived from an underlying investment that provides a yield to maturity in excess of one hundred twenty percent (120%) of the yield to maturity at par of such underlying investment. Notwithstanding anything to the contrary contained herein, the Permitted Investments (i) through (ix) above must have a Moody's rating of (a) "A2 or P-1" if such investment has a maximum maturity of one (1) month, (b) "Al and P-1" if such investment has a maximum maturity of three (3) months, (c) "Aa3 and P-1" if such investment has a maximum maturity of six (6) months and (d) "AAA and P-I" if such investment has a maximum maturity of more than six (6) months.

described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if rated by S&P, must not have an "r" highlighter affixed to their rating, (C) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (D) such investments must not be subject to liquidation prior to their maturity; provided,   however, that no obligation or security shall be a Permitted Investment if (A) such obligation or security evidences a right to receive only interest payments or (B) the right to receive principal and interest payments on such obligation or security are derived from an underlying investment that provides a yield to maturity in excess of one hundred twenty percent (120%) of the yield to maturity at par of such underlying investment. Notwithstanding anything to the contrary contained herein, the Permitted Investments (i) through (ix) above must have a Moody's rating of (a) "A2 or P-1" if such investment has a maximum maturity of one (1) month, (b) "Al and P-1" if such investment has a maximum maturity of three (3) months, (c) "Aa3 and P-1" if such investment has a maximum maturity of six (6) months and (d) "AAA and P-1" if such investment has a maximum maturity of more than six (6) months.

Permitted REIT Transferee: an entity that the REIT Controls (within the sense of clause (ii) of the defined term "Control") and directly or indirectly owns at least a 51% interest in, that (i) qualifies as a Special Purpose Bankruptcy Remote Entity in compliance with Section 5.13 hereof, and (ii) whose counsel has delivered to Lender a non-consolidation opinion acceptable to Lender in its reasonable discretion and acceptable to the Rating Agencies.

Permitted Transferee: for purposes of one Transfer and Assumption only, a Qualified Transferee (i) that qualifies as a Special Purpose Bankruptcy Remote Entity in compliance with Section 5.13 hereof, (ii) whose counsel has delivered to Lender a non-consolidation opinion acceptable to Lender and the Rating Agencies in their sole discretion, (iii) is an experienced operator and/or owner of office properties of similar size, type and income as the Property, as evidenced by financial statements and other information reasonably requested by Lender, and is, or has retained, a Qualified Manager, (iv) is not Controlled by any Person that has been a debtor in any Bankruptcy Action (hereinafter defined) in the past ten (10) years or has ever been convicted of fraud or any crimes with respect to securities or banking laws, and (v) that has not been involved in any prior disputes with Lender, and is not Controlled by any Person that has not been involved in any prior disputes with Lender. As used herein, "Bankruptcy Action" means with respect to any Person (a) such Person filing a voluntary petition under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law; (b) the filing of an involuntary petition against such Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or soliciting or causing to be solicited petitioning creditors for any involuntary petition against such Person, which is not dismissed within 90 days; (c) such Person filing an answer consenting to or otherwise acquiescing in or joining in any involuntary petition filed against it, by any other Person under the Bankruptcy Code or any other Federal or state bankruptcy or insolvency law, or soliciting or causing to be solicited petitioning creditors for any involuntary petition from any Person; (d) such Person consenting to or acquiescing in or joining in an application for the appointment of a custodian, receiver, trustee, or examiner for such Person or any portion of the Property; or (e) such Person making an assignment for the benefit of creditors, or admitting, in writing or in any legal proceeding, its insolvency or inability to pay its debts as they become due.

Person: any individual, corporation, partnership, limited liability company, joint venture, estate, trust, unincorporated association, any other person or entity, and any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

Prescribed Laws: collectively, (i) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (The USA PATRIOT Act), (ii) Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, (iii) the International Emergency Economic Power Act, 50 U.S.C. §1701 et seq. and (iv) all other legal requirements relating to money laundering or terrorism.

Property: the parcel of real property and Improvements thereon owned by Borrower and encumbered by the Mortgage; together with all rights pertaining to such real property and Improvements, and all other collateral for the Loan as more particularly described in the Granting Clauses of the Mortgage and referred to therein as the Property. The Property is known as the 801 North Brand Boulevard. and is located in Glendale, California.

Qualified Manager: any of (a) the OP, (b) an Affiliated Manager, (c) any property manager Controlled (within the sense of clause (ii) of the defined term "Control") by the REIT or (d) in the reasonable judgment of Lender, a reputable and experienced management company which (i) is a reputable national (or regional) major management company having at least five (5) years' experience in the management of commercial properties of comparable quality to the Property, with similar uses as the Property and in the jurisdiction in which the Property is located, (ii) at the time of its engagement and has, for at least five (5) years prior to its engagement as property manager, managed at least (5) commercial office buildings of comparable quality to the Property, (iii) at the time of its engagement as property manager has leaseable square footage of office buildings of comparable quality to the Property equal to the lesser of (A) 1,000,000 leaseable square feet (exclusive of the Property) and (B) five times the leaseable square feet of the Property and (iv) is not the subject of a Bankruptcy Action; provided that Borrower shall have obtained prior written confirmation from the applicable Rating Agencies that management of the Property by such Person will not cause a downgrade, withdrawal or qualification of the then current ratings of the Securities or any class thereof (provided that no such written confirmation from the Rating Agencies in connection with such Qualified Manager will be required in connection with Permitted Transfers under Section 5.26.5 and the Transfer and Assumption under Section 5.26.6 not requiring such prior written confirmation from the Rating Agencies).

Qualified Transferee:

(i)    a real estate investment trust, bank, saving and loan association, investment bank, insurance company, trust company, commercial credit corporation, pension plan, pension fund or pension advisory firm, mutual fund, government entity or plan, provided that any such Person referred to in this clause (i) satisfies the Eligibility Requirements;

(ii)    an investment company, money management firm or "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act of 1933, as amended, or an institutional "accredited investor" within the meaning of Regulation D under the Securities Act of 1933, as amended, provided that any such Person referred to in this clause (ii) satisfies the Eligibility Requirements;

(iii)    an institution substantially similar to any of the foregoing entities described in clauses (i) or (ii) that satisfies the Eligibility Requirements;

(iv)    any entity Controlled (which for purposes of this definition means the ownership, directly or indirectly, in the aggregate of more than fifty percent (50%) of the beneficial ownership interests of an entity and the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise) by any of the entities described in clauses (i) (ii) or (iii) above or (v) below;

(v)    an investment fund, limited liability company, limited partnership or general partnership where a Permitted Fund Manager or an entity that is otherwise a Qualified Transferee under clauses (i) (ii), (iii) or (iv) of this definition acts as the general partner, managing member or fund manager and at least 50% of the equity interests in such investment vehicle are owned, directly or indirectly, by one or more entities that are otherwise Qualified Transferees under clauses (i) (ii), (iii) or (iv) of this definition; or

(vi)    a Person (i) with a long-term unsecured debt rating from each of the Rating Agencies rating the Securities of at least "investment grade" that (ii) owns, controls or operates, with its Affiliates, office buildings totaling at least 4,000,000 square feet of gross leaseable area (exclusive of the Property), has with its Affiliates a net worth, as of a date no more than three (3) months prior to the date of such Transfer; of at least $300 million (exclusive of the Property), and immediately prior to such Transfer, controls with its Affiliates real estate equity assets of at least $750 million (exclusive of the Property).

Rating Comfort Letter: a letter issued by each of the applicable Rating Agencies which confirms that the taking of the action referenced to therein will not result in any qualification, withdrawal or downgrading of any existing ratings of Securities created in a Securitization or, if a Securitization has not occurred, any ratings to be assigned in connection with a Securitization.

REA: collectively (i) that certain Reciprocal Easement Agreement between Allstate Insurance Company and Sears Savings Bank dated as of March 31, 1989 and (ii) that certain Declaration of Parking and Access Covenants by Allstate Insurance Company and Sears Savings Bank dated as of February 22, 1989, as each of the same has been or hereafter may be amended, restated, supplemented or otherwise modified from time to time.

REIT: Maguire Properties, Inc., a Maryland corporation.

REMIC Trust: a "real estate mortgage investment conduit" within the meaning of Section 860D of the Code that holds the Note.

Restricted Party: (i) Borrower, the OP, the Guarantor, or any Affiliated Manager, and (ii) any shareholder, general partner, member, non-member manager, direct or indirect legal or beneficial owner of, Borrower, the OP, Guarantor, any Affiliated Manager or any non-member manager; provided, however, that the term "Restricted Party" shall not include any limited partner of the OP, Guarantor, or any Affiliated Manager, or any shareholders of the REIT, or any person owning direct or indirect interests in or through such limited partners or shareholders.

Sale or Pledge: a voluntary or involuntary sale, conveyance, assignment, transfer, encumbrance or pledge of a legal or beneficial interest.

Scheduled Defeasance Payments: the Monthly Debt Service Payment Amount required under the Notes for all Payment Dates occurring after the Defeasance Date (including the outstanding Principal balance on the Notes as of the Stated Maturity Date).

Security Agreement: a security agreement in form and substance that would be satisfactory to Lender (in Lender's sole but good faith discretion) pursuant to which Borrower grants Lender a perfected, first priority security interest in the Defeasance Collateral Account and the Defeasance Collateral.

Servicer:  a servicer selected by Lender to service the Loan, including any "master servicer" or "special servicer" appointed under the terms of any pooling and servicing agreement or similar agreement entered into as a result of a Securitization.

State: the state in which the Premises (as defined in the Mortgage) is located.

Stated Maturity Date: April 6, 2015, as such date may be changed in accordance with Section 2.2.4.

Taxable REIT Subsidiary: a taxable REIT subsidiary within the meaning of Section 856(1) of the Code and of which the OP owns, directly or indirectly, no less than a 51% interest.

Taxes: all real estate and personal property taxes, assessments, water rates or sewer rents, maintenance charges, impositions, vault charges and license fees, now or hereafter levied or assessed or imposed against all or part of the Property.

Term: the entire term of this Agreement, which shall expire upon repayment in full of the Debt and full performance of each and every obligation to be performed by Borrower pursuant to the Loan Documents.

Title Insurance Policy:  the ALTA mortgagee title insurance policy in the form acceptable to Lender issued with respect to the Property and insuring the Lien of the Mortgage.

UCC: the Uniform Commercial Code as in effect in the State or the state in which any of the Cash Management Accounts are located, as the case may be.

U.S. Obligations: (i) direct full faith and credit obligations of (or guaranteed as to timely payment by) the United States of America (or any agency or instrumentality of the United States of America, to the extent acceptable by the applicable Rating Agencies), or the obligations of which are backed by the full faith and credit of the United States of America, in each case that are not subject to prepayment, call or early redemption, (ii) obligations that are "government

securities" within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, and, (iii) to the extent acceptable to the applicable Rating Agencies, other non-callable government securities satisfying the REMIC Provisions (hereinafter defined), in each case to the extent such obligations are not subject to prepayment, call or early redemption. As used herein, "REMIC Provisions" mean provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections 860A through 860G of Subchapter M of Chapter 1 of Subtitle A of the Code, and related provisions, and temporary and final regulations and, to the extent not inconsistent with such temporary and final regulations, proposed regulations, and published rulings, notices and announcements promulgated thereunder, as the foregoing may be in effect from time to time.

Yield Maintenance Premium: an amount equal to the greater of (i) one percent of the outstanding principal balance of the Loan at the time of prepayment or (ii) an amount which, when added to the outstanding Principal, would be sufficient to purchase U.S. Obligations which provide payments (a) on or prior to, but as close as possible to, all successive scheduled Payment Dates under this Agreement through the Stated Maturity Date and (b) in

amounts equal to the Monthly Debt Service Payment Amount required under this Agreement through the Stated Maturity Date together with the outstanding principal balance of the Notes as of the Stated Maturity Date assuming all such Monthly Debt Service Payments are made (including any servicing costs associated therewith). In no event shall the Yield Maintenance Premium be less than zero.

^" Approved Annual Budget ^" - 6.3.4 "Annual Budget" 6.3.4

"Assignment of Leases and Rents" - 4.16 "Award" - 7.3.2

"Bankruptcy Proceeding" - 4.8 "Best" - 7.1.2

"Cash Collateral Subaccount" - 3.7 "Cash Management Accounts" - 3.8

"Casualty/Condemnation Subaccount" - 3.5 "Casualty Consultant" - 7.4.1(e) ^" Casualty Restoration ^" - 7.2.1 ^" Casualty Retainage" - 7.4.1(b) "Clearing Account" -3.1

^" Condemnation Proceeds" - 7.4.1 "Condemnation Restoration" - 7.3.1 "Defeasance Collateral Account ^" - 2.3.3 "Defeasance Event" - 2.3.3

"Endorsement" - 5.26.b(c)(iv) "Environmental Laws" - 4.21

"Fitch" - 1.1 (Definition of Rating Agency) "Full Replacement Cost" - 7.1.1(j) "Full Coverage" - 7.1.1(a)

"Hazardous Substances" -  4.21 "Improvements ^" - Mortgage

"Indemnified Liabilities" - 5.30 "Indemnified Party" - 5.30

"Independent Director" - Schedule 5 "Insurance Premiums" - 7.1.3

"Late Payment Charge" - 2.5.3 "Lender's Consultant" - 5.8.1

"Permitted Indebtedness" - 5.22 ^" Permitted Prepayment Date ^" -  2.3.4 "Phase I Reports" - 4.21

"Provided Information ^" - 9.1.1 "Public Releases: - 10.16

"Related Party" or "Related Parties - 4.33(d) "Remedial Work" - 5.8.3

"Rent Holdback Subaccount" - 3.4.2 "Rent Roll" - 4.16

"Rentable Space Percentage" - 7.4.1(c)(iii) "Required Leases" - 7.4.1 (c)(iii) "Restoration" - 7.3.1

"Rollover Reserve Subaccount" - 3.4.1 "S&P" - 1.1 (Definition of Rating Agency) "Securities" - 9.1.1

"Securitization Information - 9.1.3(b) ^" Security Deposit Account ^" - 3.6 "Security Deposit Subaccount" - 3.6 "Significant Casualty" - 7.2.2

"Tax and Insurance Impound Fund" - 3.3 "Tax and Insurance Subaccount" - 3.3 "Tenant Estoppels ^" - 4.16

"Transfer and Assumption" - 5.26.6(a) "Transferee Borrower" - 5.26.6(a)

Section 2.2   Interest; Monthly Payments.

2.2.2 Default Rate. After the occurrence and during the continuance of an Event of Default, the entire unpaid Debt shall bear interest at the Default Rate, and shall be payable, to the extent permitted by applicable law, within ten (10) days after the date Lender makes written demand therefor.

2.2.4 New Payment Date. Lender shall have the right, to be exercised not more than once during the term of the Loan, to change the Payment Date to a date later than the sixth day of each month (a "New Payment Date"), on 30 days' written notice to Borrower; provided,   however, that any such change in the Payment Date: (i) shall not modify the amount of regularly scheduled monthly principal (if any) and interest payments, except that the first payment of principal (if any) and interest payable on the New Payment Date shall be accompanied by

interest at the interest rate herein provided for the period from the Payment Date in the month in which the New Payment Date first occurs to the New Payment Date, and (ii) shall extend the Stated Maturity Date to the New Payment Date occurring in the month set forth in the definition of Stated Maturity Date.

Section 2.3 Loan Repayment.

2.3.3 Defeasance

(a)   Conditions to Defeasance. Provided no Event of Default shall be continuing, Borrower shall have the right on any Payment Date after the Lockout Release Date and prior to the Permitted Prepayment Date to voluntarily defease the entire amount of the

Principal and obtain a release of the Lien of the Mortgage and a release of Borrower's and Guarantor's obligations under the other Loan Documents and the Master Lease (other than (i) those obligations which are expressly stated to survive the payment in full of the Loan and (ii) the Security Agreement) by providing Lender with the Defeasance Collateral (a "Defeasance Event"), subject to the satisfaction of the following conditions precedent:

(1)    Borrower shall give Lender not less than thirty (30) days prior written notice specifying a Payment Date (the  "Defeasance Date") on which the Defeasance Event is expected to occur.

(2)    Borrower shall pay to Lender (A) all payments of interest due on the Loan to and including the Defeasance Date and (B) all other sums, then due under the Notes, this Agreement and the other Loan Documents;

(3)    Borrower shall deposit the Defeasance Collateral into the Defeasance Collateral Account and otherwise comply with the provisions of subsections (b) and (c) of this Section 2.3.3;

(4)    Borrower shall execute and deliver to Lender a Security Agreement in respect of the Defeasance Collateral Account and the Defeasance Collateral;

(5)    Borrower shall deliver to Lender an opinion of counsel for Borrower that is standard in commercial lending transactions and subject only to customary qualifications, assumptions and exceptions opining to the effect that, among other things, that (i) Lender has a legal and valid perfected security interest in the Defeasance Collateral Account and the Defeasance Collateral, (ii) if a securitization has occurred, the REMIC Trust formed pursuant to such securitization will not fail to maintain its status as a "real estate mortgage investment conduit" within the meaning of Section 860D of the Code solely as a result of a Defeasance Event pursuant to this Section 2.3.3, (iii) the Defeasance Event will not result in a significant modification and will not be an exchange of the Note for purposes of Section 1001 of the Code and the Treasury Regulations thereunder, (iv) delivery of the Defeasance Collateral and the grant of a security interest therein to Lender shall not constitute an avoidable preference under Section 547 of the Bankruptcy Code or applicable state law and (v) a non-consolidation opinion with respect to the Successor Borrower (if any);

(6)    Borrower shall deliver to Lender and the Rating Agencies a Rating Comfort Letter as to the Defeasance Event;

(7)    Borrower shall deliver an Officer's Certificate certifying that the requirements set forth in this Section 2.3.3 have been satisfied;

(8)    Borrower shall deliver an agreed upon procedures letter from a "big four" or other nationally recognized public accounting firm that would be acceptable to a prudent lender (or any other accounting firm that is reputable and experienced in preparing such procedure letters and reports and would be reasonably acceptable to a prudent lender) verifying that the Defeasance Collateral will generate monthly amounts equal to or greater than the Scheduled Defeasance Payments, (ii) the revenue from the Defeasance Collateral will be applied within four months of receipt towards payments of Debt Service, (iii) the securities that comprise

the Defeasance Collateral are not subject to prepayment, call or early redemption and (iv) the interest income to Borrower (or the Successor Borrower, if applicable) from the Defeasance Collateral will not in any tax year materially exceed the interest expense associated with the defeased Loan;

(9)    Borrower shall deliver such other certificates, opinions, documents and instruments as a prudent lender may reasonably request; and

(10)    Borrower shall pay all costs and expenses of Lender incurred in connection with the Defeasance Event, including Lender's reasonable attorneys' fees and expenses and Rating Agency fees and expenses.

(b)    Defeasance Collateral Account. On or before the date on which Borrower delivers the Defeasance Collateral, Borrower shall open at any Eligible Institution the defeasance collateral account (the "Defeasance Collateral Account") which shall at all times be an Eligible Account. The Defeasance Collateral Account shall contain only (i) Defeasance Collateral, and (ii) cash from interest and principal paid on the Defeasance Collateral. All cash from interest and principal payments paid on the Defeasance Collateral shall be paid over to Lender on each Payment Date and applied first to accrued and unpaid interest and then to Principal. Any cash from interest and principal paid on the Defeasance Collateral not needed to pay accrued and unpaid interest or Principal shall be retained in the Defeasance Collateral Account as additional collateral for the Loan. Borrower shall cause the Eligible Institution at which the Defeasance Collateral is deposited to enter an agreement with Borrower and Lender, satisfactory to Lender in its sole discretion, pursuant to which such Eligible Institution shall agree to hold and distribute the Defeasance Collateral in accordance with this Agreement. The Borrower or the Successor Borrower shall be the owner of the Defeasance Collateral Account and shall report all income accrued on Defeasance Collateral for federal, state and local income tax purposes in its income tax return to the extent required by law. Borrower shall pay all costs and expenses associated with opening and maintaining the Defeasance Collateral Account. Neither Borrower (provided that a Successor Borrower has assumed the Loan) nor Lender shall in any way be liable by reason of any insufficiency in the Defeasance Collateral Account.

(c)    Successor Borrower. In connection with a Defeasance Event under this Section 2.3.3, Borrower shall, if required by the Rating Agencies or if Borrower elect to do so, establish or designate a successor entity (the "Successor Borrower") which shall be a Single Purpose Bankruptcy Remote Entity and which shall be approved by the Rating Agencies. Any such Successor Borrower may, at Borrower's option, be an Affiliate of Borrower unless the Rating Agencies shall require otherwise. Borrower shall transfer and assign all obligations, rights and duties under and to the Note, together with the Defeasance Collateral to such Successor Borrower. Such Successor Borrower shall assume the obligations under the Note and the Security Agreement and Borrower shall be relieved of its obligations under the Debt and the Loan Documents (other than those obligations which are expressly stated to survive the payment in full of the Loan). Borrower shall pay a minimum of $1,000 to any such Successor Borrower as consideration for assuming the obligations under the Note and the Security Agreement (unless such requirement shall be waived by the applicable Rating Agencies). Borrower shall pay all costs and expenses incurred by Lender, including Lender's attorney's fees and expenses, incurred in connection therewith.

2.3.5 Prepayments After Default. If after the occurrence and during the continuance of an Event of Default, payment of all or any part of the principal of the Loan is tendered by Borrower, a purchaser at foreclosure or any other Person, such tender shall be deemed an attempt to circumvent the prohibition against prepayment set forth in Section 2.3.1 and Borrower, such purchaser at foreclosure or other Person shall pay the Yield Maintenance Premium, in addition to the outstanding principal balance, all accrued and unpaid interest and other amounts payable under the Loan Documents.

Section 2.4   Release of Property.

2.4.1 Release on Defeasance. If Borrower has elected to defease the Notes and the requirements of Section 2.3.3 and this Section 2.4 have been satisfied, the Property shall be released from the Lien of the Mortgage and the other Loan Documents, and the Defeasance Collateral pledged pursuant to the Security Agreement shall be the sole source of collateral securing the Notes. In connection with the release of the Lien, Borrower shall submit to Lender, not less than fifteen (15) days prior to the Defeasance Date (or such shorter time as is acceptable to Lender in its sole discretion), release of Lien (and related Loan Documents) for execution by Lender. Such release shall be in a form appropriate in the jurisdiction in which the Property is located. In addition, Borrower shall provide all other documentation as a prudent lender would reasonably require to be delivered by Borrower in connection with such release, together with an Officer's Certificate certifying that such documentation (i) is in compliance with all Legal Requirements, and (ii) will effect such release in accordance with the terms of this Agreement. Borrower shall pay all costs, taxes and expenses associated with the release of the Lien of the Mortgage and the other Loan Documents, including Lender's reasonable attorneys' fees.

2.4.2 Release on Payment in Full. Lender shall, upon the written request and at the expense of Borrower, upon payment in full of the Debt in accordance herewith, release or, if requested by Borrower, assign to Borrower ^' s designee (without any representation or warranty by and without any recourse against Lender whatsoever), the Lien of the Loan Documents if not theretofore released.

Section 2.5 Payments and Computations.

2.5.1 Making of Payments. Each payment by Borrower shall be made in funds settled through the New York Clearing House Interbank Payments System or other funds immediately available to Lender by 4:00 p.m., New York City time, on the date such payment is due, to Lender by deposit to such account as Lender may designate by written notice to Borrower. Whenever any such payment shall be stated to be due on a day that is not a Business Day, such payment shall be made on the first Business Day thereafter. All such payments shall

be made irrespective of, and without any deduction, set-off or counterclaim whatsoever and are payable without relief from valuation and appraisement laws and with all costs and charges incurred in the collection or enforcement thereof, including attorneys' fees and court costs.

2.5.2 Computations. Interest payable under the Loan Documents shall be computed on the basis of the actual number of days elapsed over a 360-day year.

2.5.3 Late Payment Charge. If any Principal, interest or other sum due under any Loan Document is not paid by Borrower on the date on which it is due, Borrower shall pay to Lender (within ten (10) days after the date Lender makes written demand therefor) an amount equal to the lesser of 5% of such unpaid sum or the maximum amount permitted by applicable law (the "Late Payment Charge"), in order to defray the expense incurred by Lender in handling and processing such delinquent payment and to compensate Lender for the loss of the use of such delinquent payment. Such amount shall be secured by the Loan Documents.

Section 2.6   Intentionally Omitted. ARTICLE 3

CASH MANAGEMENT AND RESERVES

Section 3.1   Cash Management Arrangements. Within five (5) Business Days of the date hereof, Borrower shall deliver direction letters to the non-residential tenants of the Property directing such tenants to pay all Rents directly into an Eligible Account (the "Clearing Account ^" ) maintained by Borrower at a local bank selected by Borrower, which shall at all times be an Eligible Institution (the "Clearing Bank") as more fully described in the Clearing Account Agreement. Without in any way limiting the foregoing, all Rents received by Borrower or Manager shall be deposited into the Clearing Account within one Business Day of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into the Borrower's operating account at the Clearing Bank, unless  a Cash Management Period is continuing, in which event such funds shall be swept on a daily basis into an Eligible Account at the Deposit Bank controlled by Lender (the "Deposit Account") and applied and disbursed in accordance with this Agreement. Funds in the Deposit Account shall be invested at Lender's discretion only in Permitted Investments. Lender will also establish subaccounts of the Deposit Account which shall at all times be Eligible Accounts (and may be ledger or book entry accounts and not actual accounts) (such subaccounts are referred to herein as "Subaccounts"). The Deposit Account and any Subaccount will be under the sole control and dominion of Lender, and Borrower shall have no right of withdrawal therefrom. Borrower shall pay for all expenses of opening and maintaining all of the above accounts.

Section 3.2   Intentionally Omitted.

Section 3.3 Taxes and Insurance. Borrower shall pay to Lender on each Payment Date, one-twelfth of the Taxes that Lender estimates will be payable during the next ensuing twelve (12) months in order to accumulate with Lender sufficient funds to pay all such Taxes at least thirty (30) days prior to their Delinquency Date, and (A) on the date hereof, an amount equal to $74,980 (the "Initial Blanket Insurance Premium Installment") and

(B) (1) for so long as the applicable Blanket Insurance Premium Financing Arrangement remains in full force and effect, on each Payment Date, the Financing Installment for the next occurring payment under the applicable Blanket Insurance Premium Financing Arrangement and/or (2) with respect to any Insurance Premiums not covered by a Blanket Insurance Premium Financing Arrangement, on each Payment Date, one-twelfth of the Insurance Premiums that Lender estimates will be payable for the renewal of the coverage afforded by the Policies upon the expiration thereof in order to accumulate with Lender sufficient funds to pay all such Insurance Premiums at least thirty (30) days prior to the expiration of the Policies (said amounts in (i) and (ii) above hereinafter called the "Tax and Insurance Impound Fund"). Such amounts will be transferred by Lender to a Subaccount (the "Tax and Insurance Subaccount"). Lender will apply the Tax and Insurance Impound Fund to payments of Taxes and Insurance Premiums required to be made by Borrower pursuant to Sections 5.2 and 7.1 hereof and/or to payments due to the applicable finance company under the applicable Blanket Insurance Premium Financing Arrangement, as applicable. In making any payment relating to the Tax and Insurance Impound Fund, Lender may do so according to any bill, statement or estimate procured from the appropriate public office (with respect to Taxes) or insurer or agent (with respect to Insurance Premiums), without inquiry into the accuracy of such bill, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof. If the amount of the Tax and Insurance Impound Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Sections 5.2 and 7.1 hereof, Lender shall, in its sole discretion, return any excess to Borrower or credit such excess against future payments to be made to the Tax and Insurance Impound Fund. In allocating such excess, Lender may deal with the person shown on the records of Lender to be the owner of the Property. If at any time Lender determines that the Tax and Insurance Impound Fund is not or will not be sufficient to pay the items set forth in (i) and (ii) above, Lender shall notify Borrower of such determination and Borrower shall increase its monthly payments to Lender by the amount that Lender estimates is sufficient to make up the deficiency at least thirty (30) days prior to delinquency of the Taxes and/or expiration of the Policies, as the case may be. All earnings of interest on the Tax and Insurance Impound Fund shall become part of the Tax and Insurance Impound Fund and shall be disbursed in accordance with this Section 3.3. If Lender so elects at any time, Borrower shall provide, at Borrower's expense, a tax service contract for the Term issued by a tax reporting agency acceptable to Lender. If Lender does not so elect, Borrower shall reimburse Lender for the cost of making annual tax searches throughout the Term.

Notwithstanding anything to the contrary contained in this Section 3.3, with respect to the Initial Blanket Insurance Premium Deposit, and the required monthly payments required under clause (ii) above through the end of the current policy year, the parties agree as follows: For the period from the date hereof through August 1, 2005, the Property will be covered by a blanket insurance policy as described in Section 7.1.4, but instead of participating in the Blanket Insurance Premium Financing Arrangement, Borrower will pay its allocable share of the Insurance Premiums in a single installment, due approximately 30 days after the date hereof. Borrower's allocable share of the annual Insurance Premiums for the blanket policy for the period from the date hereof through August 1, 2005 is the Initial Blanket Insurance Premium Deposit. Borrower has deposited the Initial Blanket Insurance Premium Deposit in the Tax and Insurance Impound Fund on the date hereof (as set forth in clause (ii)(A) in the immediately preceding paragraph); Borrower will notify Lender in writing at least ten (10) days in advance of the date when such Insurance Premium is due, whereupon Lender will apply such amount to the payment of

Borrower's allocable share of the blanket policy Insurance Premium. On the Payment Dates in May, June and July of 2005, Borrower will pay to Lender for deposit in the Tax and Insurance Impound Fund the sum of $18,745.00 per month. On each Payment Date commencing with the Payment Date occurring in August, 2005, Borrower shall make payments into the Tax and Insurance Impound Fund as set forth in the preceding paragraph.

on Schedule 6, Lender shall disburse funds held in the Rent Holdback Subaccount (in the amounts set forth on Schedule 6 with respect to each such Payment Date) (x) if no Cash Management Period is then continuing, directly into the Clearing Account and (y) if a Cash Management Period is then continuing, directly into the Deposit Account (i.e., at the "top of the waterfall"), and shall be applied in accordance with the priority of payments set forth in Section 3.9(a) (i.e., in the same manner as Rents that are deposited into the Deposit Account on each Payment Date during the continuance of a Cash Management Period).

Section 3.7 Cash Collateral Subaccount. If a Cash Management Period shall have commenced, then on the immediately succeeding Payment Date and on each Payment Date thereafter during the continuance of such Cash Management Period, all Available Cash shall be paid to Lender, which amounts shall be transferred by Lender into a Subaccount (the "Cash Collateral Subaccount") as cash collateral for the Debt. Any funds in the Cash Collateral Account and not previously disbursed or applied shall be disbursed to Borrower upon the termination of such Cash Management Period. Lender shall have the right, but not the obligation, at any time during the continuance of an Event of Default, in its sole and absolute discretion to apply all sums then on deposit in the Cash Collateral Subaccount to the Debt, in such order and in such manner as Lender shall elect in its sole and absolute discretion, including to make a prepayment of Principal (together which the applicable Yield Maintenance Premium applicable thereto). Additionally, Lender shall have the right, but not the obligation, at any time subsequent to the second Calculation Date following the commencement of a DSCR Cash Management Period (whether or not an Event of Default is then continuing), in its sole and

(i)    First, to make payments into the Tax and Insurance Subaccount as required under Section _. 3.3;

(ii)    Second, to pay the monthly portion of the fees charged by the Deposit Bank in accordance with the Cash Management Agreement; (iii) Third, to Lender to pay the Monthly Debt Service Payment Amount due on such Payment Date (plus, if applicable, interest at the Default Rate and all other amounts, other than those described under other clauses of this Section 3.9(a), then due to Lender under the Loan Documents); (iv) Fourth, to Borrower the monthly amount set forth in

the Approved Budget for the following month as being necessary for payment of Approved Operating Expenses and Approved Capital Expenses at the Property for such month, plus the amount for Budgeted Variances (as defined in the Cash Management Agreement);  (v) Fifth, after the consummation of a Securitization, to pay the pro rata portion of the expenses described in Section 9.1.4; and (vi) Lastly, to make payments in an amount equal to all remaining Available Cash on such Payment Date into the Cash Collateral Subaccount in accordance with Section 3.7.

(b)    The failure of Borrower to make all of the payments required under clauses (i) through (vi) of Section 3.9(a) in full on each Payment Date shall constitute an Event of Default under this Agreement; provided,   however, if adequate funds are available in the Deposit Account for such payments, the failure by the Deposit Bank to allocate such funds into the appropriate Subaccounts shall not constitute an Event of Default.

(c)    Notwithstanding anything to the contrary contained in this Section 3.9, after the occurrence and continuance of a Default or an Event of Default, Lender may apply all Rents deposited into the Deposit Account and other proceeds of repayment in such order and in such manner as Lender shall elect.

Borrower represents and warrants to Lender as of the date hereof that, except to the extent (if any) disclosed on Schedule 2 with reference to a specific Section of this Article 4:

Section 4.1   Organization; Special Purpose. Borrower has been duly organized and is validly existing and in good standing under the laws of the state of its formation, with requisite power and authority, and all rights, licenses, permits and authorizations, governmental or otherwise, necessary to own its properties and to transact the business in which it is now engaged. Borrower is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, business and operations. Borrower is a Special Purpose Bankruptcy Remote Entity.

Section 4.2   Authorization; Valid Execution and Delivery; Enforceability.  Borrower has taken all necessary actions for the authorization of the borrowing on account of the Loan and for the execution and delivery of the Loan Documents, including, without limitation,

. that those members of Borrower whose approval is required by the terms of Borrower's organizational documents have duly approved the transactions contemplated by the Loan Documents and have authorized execution and delivery thereof by the respective signatories. To the best of Borrower's knowledge, no other consent by any local, state or federal agency is required in connection with the execution and delivery of the Loan Documents. All of the Loan Documents requiring execution by Borrower have been duly and validly executed and delivered by Borrower. All of the Loan Documents constitute valid, legal and binding obligations of Borrower and are fully enforceable against Borrower in accordance with their terms by Lender and its successors, transferees and assigns, subject only to bankruptcy laws, and general principles of equity, insolvency, reorganization, arrangement, moratorium, receivership or other similar laws relating to or affecting the rights of creditors. All consents, approvals,

authorizations, orders or filings with any court or governmental agency or body, if any, required for the execution, delivery and performance of the Loan Documents by Borrower have been obtained or made.

Section 4.3 No Conflict/Violation of Law. The execution, delivery and performance of the Loan Documents by Borrower will not cause or constitute a default under or conflict with the organizational documents of Borrower, any Guarantor or any general partner or managing member of Borrower or any Guarantor. The execution, delivery and performance of the obligations imposed on Borrower under the Loan Documents will not cause Borrower to be in default, including after due notice or lapse of time or both, under the provisions of any agreement, judgment or order to which Borrower is a party or by which Borrower is bound.

Section 4.4 No Litigation. Except as otherwise disclosed on Schedule 2, to the best of Borrower's knowledge there are no pending actions, suits or proceedings, arbitrations or governmental investigations against the Property, an adverse outcome of which would materially affect Borrower's performance under the Note, this Agreement or the other Loan Documents.

Section 4.6   Title. Borrower has good and marketable fee simple title to the Property constituting real property (other than the beneficial interests), and good title to the Equipment, subject to no liens, charges or encumbrances other than the Permitted Encumbrances and liens, charges or encumbrances otherwise expressly permitted by the Loan Documents. The possession of the Property has been peaceful and undisturbed and title thereto has not been disputed or questioned to the best of Borrower's knowledge. The Permitted Encumbrances do not and will not materially and adversely affect (1) the ability of Borrower to pay in full the principal and interest on the Note in a timely manner or (2) the use of the Property for the use currently being made thereof, the operation of the Property as currently being operated or the value of the Property. Upon the execution by Borrower and the recording of the Mortgage, and upon the filing of UCC-1 financing statements or amendments thereto, the Lender will have a valid first lien on the Property and a valid security interest in the Equipment subject to no liens, charges or encumbrances other than the Permitted Encumbrances and liens, charges or encumbrances otherwise expressly permitted by the Loan Documents.

Section 4.7 No Insolvency or Judgment; No Bankruptcy Filing. Neither Borrower, nor any general partner or member of Borrower, nor any Guarantor of the Loan is currently (a) the subject of or a party to any completed or pending bankruptcy, reorganization or insolvency proceeding; or (b) the subject of any judgment unsatisfied of record or docketed in any court of the state in which the Property is located or in any other court located in the United States. The Loan will not render Borrower nor any general partner or member of Borrower insolvent. As used herein, the term "insolvent" means that the sum total of all of an entity's liabilities (whether secured or unsecured, contingent or fixed, or liquidated or unliquidated) is in

Section 4.8 Misstatements of Fact. No statement of fact made in the Loan Documents contains any untrue statement of a material fact or omits to state any material fact known to Borrower or its Affiliates necessary to make statements contained herein or therein not misleading. There is no fact presently known to Borrower which has not been disclosed which materially adversely affects, nor as far as Borrower can reasonably foresee, might materially adversely affect the business, operations or condition (financial or otherwise) of Borrower.

Section 4.9   Tax Filings. To the extent required, Borrower has filed (or has obtained effective extensions for filing) all federal, state and local tax returns required to be filed and, except as otherwise disclosed to Lender in writing, has paid or made adequate provision for the payment of all federal, state and local taxes, charges and assessments payable by Borrower pursuant to such returns or any notice of assessment received by Borrower. Borrower believes that its tax returns (if any) properly reflect the income and taxes of Borrower for the periods covered thereby, subject only to reasonable adjustments required by the Internal Revenue Service or other applicable tax authority upon audit. Borrower does not have any knowledge of any basis for additional assessment with respect to such taxes other than a possible reassessment of the Property for real estate tax purposes resulting from transactions occurring in connection with the acquisition of the Property on or prior to the date hereof.

Section 4.11 Compliance with Applicable Laws and Regulations. To the Borrower's knowledge, except as set forth in the engineering reports obtained and submitted to Lender in connection with the Loan, all of the Improvements and the use of the Property comply in all material respects with, and shall remain in compliance in all material respects with, all applicable statutes, rules, regulations and private covenants now or hereafter relating to the ownership, construction, use or operation of the Property, including all applicable Prescribed Laws and all applicable statutes, rules and regulations pertaining to requirements for equal

Section 4.12 Contracts. Except as set forth on Schedule 2, to the Borrower's knowledge there are no service, maintenance or repair contracts affecting the Property that are not terminable on one month's notice or less without cause and without penalty or premium. All service, maintenance or repair contracts affecting the Property entered into by the Borrower have been entered into at arms-length in the ordinary course of Borrower's business and provide for the payment of fees in amounts and upon terms comparable to existing market rates.

Section 4.13 Federal Reserve Regulations; Investment Company Act. No part of the proceeds of the Loan will be used for the purpose of purchasing or acquiring any "margin stock" within the meaning of Regulation U of the Board of Governors of the Federal Reserve System or for any other purpose that would be inconsistent with such Regulation U or any other regulation of such Board of Governors, or for any purpose prohibited by Legal Requirements or any Loan Document. Borrower is not (i) an "investment company" or a company "controlled" by an "investment company," within the meaning of the Investment Company Act of 1940, as amended; (ii) a "holding company" or a "subsidiary company" of a "holding company" or an "affiliate" of either a "holding company" or a "subsidiary company" within the meaning of the Public Utility Holding Company Act of 1935, as amended; or (iii) subject to any other federal or state law or regulation which purports to restrict or regulate its ability to borrow money.

Section 4.14 Access/Utilities. To Borrower's best knowledge, the Property has adequate rights of access to public ways and is served by adequate water, sewer, sanitary sewer and storm drain facilities. Other than as disclosed on the Survey (as hereinafter defined), all public utilities necessary to the continued use and enjoyment of the Property as presently used and enjoyed are located in the public right-of-way abutting the Property, and all such utilities are connected so as to serve the Property without passing over other property. All roads necessary for the full utilization of the Property for its current purpose have been completed and dedicated

to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of the Property.

Section 4.19 No Purchase Options. To Borrower's best knowledge, no tenant, person, party, firm, corporation or other entity has an option to purchase the Property, any portion thereof or any interest therein other than options, rights of first refusal and similar rights to lease space in the Improvements granted to a tenant pursuant to its respective Lease or in another writing otherwise delivered to Lender and other than rights of first refusal contained in operating agreements of members of Borrower in favor of members of the members of Borrower in the event of a sale of the Property by Borrower.

Section 4.20 Management Agreement. The Management Agreement is in full force and effect and there is no default or violation by any party thereunder. The fee due under the Management Agreement, and the terms and provisions of the Management Agreement, are subordinate to the Mortgage and Manager agrees to attorn to Lender pursuant to and in

accordance with that certain Assignment and Subordination of Management Agreement dated of even date herewith by and among Borrower, Manager and Lender.

Section 4.21 Hazardous Substances. To Borrower's knowledge, except as disclosed in the reports, dated December 15, 2004 prepared by URS Corporation Americas (the "Phase I Reports") and delivered to Lender in connection with the Loan: (a) the Property is not in violation of any local, state, federal or other governmental authority, statute, ordinance, code, order, decree, law, rule or regulation pertaining to or imposing liability or standards of conduct

Section 4.22 Name; Principal Place of Business. Borrower does not use and will not use any trade name and has not done and will not do business under any name other than its actual name set forth herein. The principal place of business of Borrower is its primary address for notices as set forth in Section 6.1, and Borrower does not have any other place of business.

Section 4.23 No Other Obligations. Borrower does not have any material financial obligation or contingent liabilities under any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which Borrower is a party or by which Borrower or the Property is otherwise bound, other than obligations incurred in the ordinary course of the operation of the Property and other than obligations under the Leases, this Agreement and the other Loan Documents that would materially affect Borrower's performance under the Note, this Agreement or the other Loan Documents.

Section 4.25 Intentionally Omitted.

Section 4.26 Single Tax Lot. The Property consists of a single lot or multiple tax lots; no portion of said tax lot(s) covers property other than the Property or a portion of the Property and no portion of the Property lies in any other tax lot.

Section 4.27 Special Assessments. Except as disclosed in the Title Insurance Policy, there are no pending or, to the knowledge of Borrower, proposed special or other assessments for public improvements or otherwise affecting the Property, nor, to the knowledge of Borrower, are there any contemplated improvements to the Property that may result in such special or other assessments.

Section 4.28 No Condemnation. No part of any property subject to the Mortgage has been taken in condemnation or other like proceeding to an extent which would impair the value of the Property, the Mortgage or the Loan or the usefulness of such property for the purposes for which it is currently being operated, nor to Borrower's knowledge, is any proceeding pending, threatened or known to be contemplated for the partial or total condemnation or taking of the Property.

Section 4.30 Boundary Lines. Except as disclosed in the survey of the Property and Improvements delivered to Lender in connection with the funding of the Loan (the "Survey"), to Borrower's knowledge, (i) all of the Improvements which were included in determining the appraised value of the Property lie wholly within the boundaries and building restriction lines of the Property, (ii) no improvements on adjoining properties encroach upon the Property, and (iii) no easements or other encumbrances upon the Property encroach upon any of the Improvements, so as to materially and adversely affect the value or marketability of the Property except those which are insured against by title insurance.

Section 4.31 Survey. To Borrower's knowledge, the Survey does not fail to reflect any material matter affecting the Property or the Improvements or the title thereto.

Section 4.32 Forfeiture. There has not been and shall never be committed by Borrower or, to Borrower's knowledge, any other person in occupancy of or involved with the operation or use of the Property any act or omission affording the federal government or any

state or local government the right of forfeiture as against the Property or any part thereof or any monies paid in performance of Borrower ^' s obligations under any of the Loan Documents.

Section 4.33 Borrower Entity Representations. Borrower hereby represents, warrants, covenants, with respect to Borrower, from the date of formation of Borrower on February 7, 2005, to the date of this Agreement as follows:

(a)    Borrower's business has been limited solely to (i) acquiring, improving, developing, owning, holding, leasing, financing, operating and managing the Property, (ii) entering into financings and refinancings of the Property and (iii) transacting any and all lawful business that was incident, necessary and appropriate to accomplish the foregoing.

(b)    Borrower has not engaged in any business other than as set forth in (a) above.

(c)    Borrower has not owned any asset or property other than (i) the Property, and (ii) incidental personal property reasonably necessary for and used or to be used in connection with the ownership or operation of the Property.

(d)    Borrower has not entered into any contract or agreement with any Affiliate of Borrower, any constituent party of Borrower, any owner of Borrower, any