LOAN AGREEMENT

THIS LOAN AGREEMENT , dated as of March 15, 2005 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “ Agreement ”), between NOMURA CREDIT & CAPITAL, INC. , a Delaware corporation, having an address at Two World Financial Center, New York, New York 10281 (together with its successors and assigns, “ Lender ” ) and MP - WATERIDGE PLAZA MEZZANINE, LLC , a Delaware limited liability company, having its principal place of business at 333 South Grand Avenue, Suite 400, Los Angeles, California 90071 (“ Borrower ”).

WHEREAS , Nomura Credit & Capital, Inc., a Delaware corporation (“ Mortgage Lender ”), is making a loan in the principal amount of Fifty Seven Million Eight Hundred Eighty Thousand and No/100 Dollars ($57,880,000.00) (the “ Mortgage Loan ”) to Maguire Properties - Wateridge Plaza, LLC, a Delaware limited liability company (“ Mortgage Borrower ”) pursuant to that certain Loan Agreement, dated as of the date hereof (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the “ Mortgage Loan Agreement ”), which Mortgage Loan is evidenced by that certain Promissory Note, dated as of the date hereof (as the same may be amended, supplemented, replaced or otherwise modified from time to time, the “ Mortgage Note ”), made by Mortgage Borrower to Mortgage Lender and secured by, among other things, that certain first priority Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing dated as of the date hereof (as the same may be amended, supplemented, replaced or otherwise modified from time to time, collectively, the “ Mortgage ”) given by Mortgage Borrower in favor of Mortgage Lender pursuant to which Mortgage Borrower has granted Mortgage Lender a first priority mortgage on, among other things, the Property and other collateral as more fully described in the Mortgage;

WHEREAS , Borrower is the legal and beneficial owner of one hundred percent (100%) of the ownership interests in Mortgage Borrower (the “ Pledged Company Interests ”) consisting of a 100% limited liability company interest therein;

WHEREAS , Borrower desires to obtain the Loan (as hereinafter defined) from Lender;

WHEREAS , as a condition precedent to the obligation of Lender to make the Loan to Borrower, Borrower has entered into that certain Pledge and Security Agreement, dated as of the date hereof, in favor of Lender (as amended, supplemented or otherwise modified from time to time, the “ Pledge Agreement ”), pursuant to which Borrower has granted to Lender a first priority security interest in the Pledged Company Interests and the other Collateral (as defined in the Pledge Agreement) as collateral security for the Debt (as hereinafter defined); and

WHEREAS , Lender is willing to make the Loan to Borrower, subject to and in accordance with the terms of this Agreement and the other Loan Documents (as hereinafter defined).

NOW THEREFORE , in consideration of the making of the Loan by Lender and the covenants, agreements, representations and warranties set forth in this Agreement, the parties hereto hereby covenant, agree, represent and warrant as follows:

Section 1.1.   Definitions . For all purposes of this Agreement, except as otherwise expressly required or unless the context clearly indicates a contrary intent:

“ Acceptable Counterparty ” shall mean any counterparty to the Interest Rate Cap Agreement that (a) as of the date of the Interest Rate Cap Agreement, has a long-term unsecured debt rating (or, if such counterparty does not have a long-term unsecured debt rating, has a “counterparty rating”) of at least “AA” by S&P and “Aa2” from Moody’s, which rating shall not include a “t” or otherwise reflect a termination risk, and (b) until the expiration of the applicable Interest Rate Cap Agreement, shall maintain a long-term unsecured debt rating or “counterparty rating”, as applicable, of at least “AA-” by S&P and “Aa3” from Moody’s, which rating shall not include a “t” or otherwise reflect a termination risk.

“ Additional Insolvency Opinion ” shall have the meaning set forth in Section 4.1.30(c) hereof.

“ Additional Extension Conditions ” shall mean that either (a) the Alaris Long Term Lease Extension Date shall have occurred or (b) the Alaris Replacement Lease Requirements shall have been satisfied.

“ Adjustment Date ” shall have the meaning set forth in Section 3.1.19(a) hereof.

“ Affiliate ” shall mean, 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. As used in this definition, the term “ control ” means the possession, directly or indirectly, of the power to direct or cause the direction, management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise.

“ Affiliated Loans ” shall mean a loan made by Lender to an Affiliate of Borrower or Guarantor.

“ Affiliated Manager ” shall mean any Manager in which Borrower, Principal, Mortgage Borrower or Guarantor has, directly or indirectly, any legal, beneficial or economic interest.

“Aggregate Outstanding Principal Balance” shall mean, as of any date, the sum of the Outstanding Principal Balance and the Mortgage Loan Outstanding Principal Balance.

“Alaris” shall mean ALARIS Medical Systems, Inc., a Delaware corporation.

“Alaris Lease” shall mean that certain Lease for the Alaris Space between Alaris and The California Public Employees Retirement System, Borrower’s predecessor in interest,

dated as of December 1, 1995, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Alaris Lease Fee” shall have the meaning set forth in Section 2.3.7 hereof.

“Alaris Long Term Lease Extension” shall mean, if the Alaris Short Term Lease Extension occurs, a further extension of the term of the Alaris Lease for all of the Alaris Space for a term commencing on February 28, 2008 and ending not earlier than February 28, 2013 at a minimum rental rate of $28.64 per leasable square foot of the Alaris Space for the first year of the Alaris Long Term Lease Extension term (for a total annual base rent of $5,294,991.84), increasing at the rate of three (3%) percent per year, plus reimbursement for a proportionate share of Taxes, Insurance Premiums and any other costs and expenses of owning, operating and maintaining the Property allocable to the Alaris Space and on such other terms and conditions as Lender shall approve in its reasonable discretion.

“Alaris Long Term Lease Extension Date” shall mean the date on which Borrower shall have submitted to Lender evidence reasonably satisfactory to Lender that the Alaris Long Term Lease Extension has occurred, including without limitation an amendment of the Alaris Lease fully executed by Mortgage Borrower and Alaris reflecting the Alaris Long Term Lease Extension, and an estoppel certificate from Alaris confirming the Alaris Long Term Lease Extension and that the Alaris Lease, as so modified is in full force and effect with no defaults by Borrower or Alaris thereunder, each in form and substance reasonably satisfactory to Lender.

“Alaris Replacement Lease Requirements” shall mean that Borrower shall have submitted to Lender evidence satisfactory to Lender that (a) substantially all of the Alaris Space, as reasonably determined by Lender, has been leased to one or more tenants approved by Lender in its reasonable discretion pursuant to Leases providing for a term of not less than five years commencing following the scheduled expiration date of the Alaris Lease (2/28/06) with a minimum rent of $27.00 per leasable square foot of the Alaris Space for the first lease year (for a total annual base rent of not less than $4,991,787), and increasing 3% per annum and that the tenant thereunder shall pay its pro-rata share of Taxes, Insurance Premiums and any other costs and other expenses of owning, operating and maintaining the Property and otherwise acceptable to Lender in its sole discretion, (b) such tenants are in occupancy of the Alaris Space and paying full and unabated Full Service Gross Rent, and (c) Lender has received an estoppel certificate from such tenants in form and substance reasonably satisfactory to Lender

“Alaris Reserve Account” shall have the meaning set forth in Section 7.5 hereof.

“Alaris Reserve Funds” shall have the meaning set forth in Section 7.5 hereof.

“Alaris Short Term Lease Extension” shall mean an extension of the term of the Alaris Lease for all of the Alaris Space for a term ending not earlier than February 29, 2008 at a minimum rental rate of $27.00 per leasable square foot of the Alaris Space for the period from March 1, 2006 through February 28, 2007 (for a total annual base rent of $4,991,787), and $27.81 per leaseable square foot of the Alaris Space for the period from March 1, 2007 through February 29, 2008 (for a total annual base rent of not less than $5,141,540), plus reimbursement

for a proportionate share of Taxes, Insurance Premiums and any other costs and expenses of owning, operating and maintaining the Property allocable to the Alaris Space, and otherwise in accordance with the terms and conditions set forth in that certain letter of intent dated January 26, 2005 from CommonWealth Partners Management Services, L.P. to Burnham Real Estate Services, Inc..

“Alaris Short Term Lease Extension Date” shall mean the date on which Borrower shall have submitted to Lender evidence reasonably satisfactory to Lender that the Alaris Short Term Lease Extension has occurred, including without limitation an amendment of the Alaris Lease fully executed by Mortgage Borrower and Alaris reflecting the Alaris Short Term Lease Extension, and an estoppel certificate from Alaris confirming the Alaris Short Term Lease Extension and that the Alaris Lease, as so modified is in full force and effect with no defaults by Borrower or Alaris thereunder, each in form and substance reasonably satisfactory to Lender.

“Alaris Space” shall mean the approximately 184,881 leasable square feet of space at the Property leased by Alaris pursuant to the Alaris Lease.

“Alaris Sweep Period” shall mean the period of time from and after an Alaris Trigger Event until the occurrence of an Alaris Sweep Termination.

“Alaris Sweep Termination” shall have the meaning set forth in the Mortgage Loan Agreement.

“Alaris Trigger Event” shall have the meaning set forth in the Mortgage Loan Agreement.

“ ALTA ” shall mean American Land Title Association, or any successor thereto.

“ Annual Budget ” shall mean the operating budget, including all planned Capital Expenditures, for the Property prepared by Borrower for the applicable Fiscal Year or other period, except that Lender acknowledges that, for up to sixty (60) days after the Closing Date, the most recent budget for the Property prepared by CommonWealth Pacific, LLC or its Affiliates may be used by Borrower for operating the Property.

“ Applicable Interest Rate ” shall mean the rate or rates at which the Outstanding Principal Balance bears interest from time to time in accordance with the provisions of Section 2.2.3 hereof.

“ Applicable Spread ” shall mean

(i)   two and twenty-five one-hundredths percent (2.25%) for the period from the Closing Date until the earlier to occur of the first Payment Date after the Alaris Short Term Lease Extension shall have occurred or the first Payment Date after September 1, 2005,

(ii)   two and seventy-five one-hundredths percent (2.75%) from the first Payment Date after September 1, 2005 to the Maturity Date, including, without limitation, during the First Extension Term, the Second Extension Term and the Third Extension Term, if the

Alaris Short Term Lease Extension Date shall not have occurred on or prior to September 1, 2005;

(iii)   one and seventy-five one-hundredths percent (1.75%) for the period from the first Payment Date after the Alaris Short Term Lease Extension Date shall have occurred until the Initial Maturity Date, if the Alaris Short Term Lease Extension Date shall have occurred on or prior to September 1, 2005;

(iv)   one and seventy-five one-hundredths percent (1.75%) during the First Extension Term, the Second Extension Term and the Third Extension Term in the event that the Alaris Short Term Leave Extension shall have occurred on or prior to September 1, 2005 and the Additional Extension Conditions shall have been satisfied prior to the Initial Maturity Date; and

(v)   two and seventy-five one-hundredths percent (2.75%) during the First Extension Term, the Second Extension Term and the Third Extension Term in the event that the Alaris Short Term Lease Extension shall have occurred on or prior to September 1, 2005 but the Additional Extension Conditions shall not have been satisfied prior to the Initial Maturity Date.

“ Approved Annual Budget ” shall have the meaning set forth in Section 5.1.11(d) hereof.

“Approved Leasing Expenses” shall mean actual out-of-pocket expenses incurred by Mortgage Borrower in leasing space at the Property pursuant to Leases entered into in accordance with the Loan Documents, including brokerage commissions and tenant improvements, which expenses (i) are (A) specifically approved by Lender in connection with approving the applicable Lease, (B) incurred in the ordinary course of business and on market terms and conditions in connection with Leases which do not require Lender’s approval under the Loan Documents, and Lender shall have received and approved a budget for such tenant improvement costs and a schedule of leasing commissions payments payable in connection therewith, or (C) otherwise approved by Lender in its reasonable discretion, and (ii) are substantiated by executed Lease documents and brokerage agreements.

“ Assignment of Leases ” shall mean that certain first priority Assignment of Leases and Rents, dated as of the date hereof, from Mortgage Borrower, as assignor, to Mortgage Lender, as assignee, assigning to Mortgage Lender all of Mortgage Borrower’s interest in and to the Leases and Rents as security for the Mortgage Loan, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Assignment of Management Agreement ” shall mean that certain Assignment of Management Agreement and Consent and Agreement of Manager (Mezzanine Loan) , dated as of the date hereof, among Lender, Borrower, Mortgage Borrower and Manager, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Award ” shall mean any compensation paid by any Governmental Authority in connection with a Condemnation.

“ Bankruptcy Action ” shall mean 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; (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 seeking, 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.

“Bankruptcy Code” shall mean 11 U.S.C. § 101 et seq ., as the same may be amended from time to time.

“ Basic Carrying Costs ” shall mean, for any period, the sum of the following costs: (a) Taxes, (b) Other Charges, and (c) Insurance Premiums.

“ Borrower ” shall have the meaning set forth in the introductory paragraph hereto together with its successors and permitted assigns.

“Borrower Parties” shall have the meaning set forth in Section 9.4 hereof.

“ Breakage Costs ” shall have the meaning set forth in Section 2.2.3(h) hereof.

“ Business Day ” shall mean any day other than a Saturday, Sunday or any other day on which national banks in the State of New York or the State of California are not open for business.

“ Capital Expenditures ” shall mean, for any period, the amount expended for items capitalized under GAAP (including expenditures for building improvements or major repairs, leasing commissions and tenant improvements).

“Cash Expenses” shall mean, for any period, the Operating Expenses for the operation of the Property as approved by Lender in its sole discretion or as set forth in a then effective Approved Annual Budget, if applicable, to the extent that such expenses are actually incurred by Mortgage Borrower minus any payments into the Tax and Insurance Escrow Funds.

“ Cash Management Account ” shall have the meaning set forth in Section 2.6.2(a) hereof.

“ Cash Management Agreement ” shall mean that certain Cash Management Agreement, dated as of the date hereof, by and among Mortgage Borrower, Manager and Mortgage Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Casualty ” shall have the meaning set forth in Section 6.2 hereof.

“ Closing Date ” shall mean the date of the funding of the Loan.

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

“ Collateral ” shall have the meaning set forth in the Pledge Agreement.

“ Collateral Assignment of Interest Rate Cap Agreement ” shall mean that certain Collateral Assignment of Interest Rate Cap Agreement (Mezzanine Loan), dated as of the date hereof, executed by Borrower in connection with the Loan for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Condemnation ” shall mean a temporary or permanent taking by any Governmental Authority as the result or in lieu or in anticipation of the exercise of the right of condemnation or eminent domain, of all or any part of the Property, or any interest therein or right accruing thereto, including any right of access thereto or any change of grade affecting the Property or any part thereof.

“ Condemnation Proceeds ” shall have the meaning set forth in the Mortgage Loan Agreement.

“ Contractual Obligation ” shall mean as to any Person, any provision of any security issued by such Person or of any agreement, instrument or undertaking to which such Person is a party or by which it or any of its property is bound, or any provision of the foregoing.

“ Counterparty ” shall mean, with respect to the Interest Rate Cap Agreement, SMBC Derivative Products Limited, and with respect to any Replacement Interest Rate Cap Agreement, any substitute Acceptable Counterparty.

“ Covered Disclosure Information ” shall have the meaning set forth in Section 9.2(b) hereof.

“ Debt ” shall mean the Outstanding Principal Balance together with all interest accrued and unpaid thereon and all other sums (including, if applicable, the Alaris Lease Fee and any Prepayment Premium) due to Lender in respect of the Loan under the Note, this Agreement, the Pledge Agreement and the other Loan Documents.

“ Debt Service ” shall mean, with respect to any particular period of time, scheduled principal and/or interest payments due under this Agreement and the Note.

“ Debt Service Coverage Ratio ” shall mean a ratio for the applicable twelve (12) full calendar month period in which:

(a)   the numerator is the Net Operating Income for such period, based upon the then current Rent payable by tenants under Leases at the Property that are in occupancy and

paying current, unabated Rent (excluding interest on credit accounts) as set forth in the financial statements required hereunder; and

(b)   the denominator is the assumed aggregate debt service for (i) the Loan for such period calculated on the basis of a six and sixty-five one-hundredths percent (6.65%) debt service constant and (ii) the Mortgage Loan for such period calculated on the basis of a six and sixty-five one-hundredths   percent (6.65%) debt service constant.

“ Default ” shall mean the occurrence of any event hereunder or under any other Loan Document which, but for the giving of notice or passage of time, or both, would be an Event of Default.

“ Default Rate ” shall mean a rate per annum equal to the lesser of (a) the Maximum Legal Rate and (b) five percent (5%) above the Applicable Interest Rate.

“ Deficient NCF Amount ” shall mean, as of any date of determination, an annual amount (but not less than zero) which, when added to the Underwritten Net Operating Income of the Property determined as of such date of determination for the preceding twelve (12) full calendar month period, would result in an Underwritten Debt Service Coverage Ratio equal to 1.10:1.0, excluding, for purposes of this calculation, the Rent payable under the Vacant Space Master Lease.

“ Determination Date ” shall mean, with respect to any Interest Accrual Period, the date that is two (2) London Business Days prior to the fifteenth (15 ^th ) day of the calendar month in which such Interest Accrual Period commences; provided that the first Determination Date shall be the Closing Date.

“ Disclosure Document ” shall mean a prospectus, prospectus supplement, private placement memorandum, offering memorandum, offering circular, term sheet, road show presentation materials or other offering documents or marketing materials, in each case in preliminary or final form, used to offer Securities in connection with a Securitization.

“ Eligible Account ” shall mean a separate and identifiable account from all other funds held by the holding institution that is either (a) an account or accounts maintained with a federal or state-chartered depository institution or trust company which complies with the definition of Eligible Institution or (b) a segregated trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary capacity which, in the case of a state chartered depository institution or trust company, is subject to regulations substantially similar to 12 C.F.R. §9.10(b), having in either case a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal and state authority. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument.

“ Eligible Institution ” shall mean a depository institution or trust company, 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 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).

“ Embargoed Person ” shall have the meaning set forth in Section 4.1.35 hereof.

“ Environmental Indemnity ” shall mean that certain Environmental Indemnity Agreement, dated as of the date hereof, executed by Borrower and Guarantor in connection with the Loan for the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“ Event of Default ” shall have the meaning set forth in Section 8.1(a) hereof.

“Excess Cash Flow” shall have the meaning set forth in Section 2.6.4(b)(vii) hereof.

“ Excess Cash Flow Principal Payment ” shall have the meaning set forth in Section 2.6.4(b)(viii) hereof.

“ Exchange Act ” shall have the meaning set forth in Section 9.2(a) hereof.

“ Extraordinary Expense ” shall have the meaning set forth in Section 5.1.11(e) hereof.

“First Extended Maturity Date” shall mean April 9, 2008.

“First Extension Option” shall have the meaning set forth in Section 2.7.1 hereof.

“First Extension Term” shall have the meaning set forth in Section 2.7.1 hereof.

“ Fiscal Year ” shall mean each twelve (12) month period commencing on January 1 and ending on December 31 during each year of the term of the Loan.

“ Fitch ” shall mean Fitch, Inc.

“Fixed Maturity Date” shall mean either (a) the Initial Maturity Date, (b) if Borrower shall have properly exercised the First Extension Option, the First Extended Maturity Date, (c) if Borrower shall have properly exercised the First Extension Option and the Second Extension Option, the Second Extended Maturity Date, or (d) if Borrower shall have properly exercised the First Extension Option, the Second Extension Option and the Third Extension Option, the Third Extended Maturity Date.

“ Foreign Taxes ” shall have the meaning set forth in Section 2.2.3(e) hereof.

“ Full Service Gross Rent ” shall mean base Rent plus any reimbursements payable for Taxes, Insurance Premiums, utility expenses and costs and expenses of operating and maintaining the Property.

“ GAAP ” shall mean generally accepted accounting principles in the United States of America as of the date of the applicable financial report.

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

“ Gross Income from Operations ” shall mean, for any period, all income, computed in accordance with GAAP, derived from the ownership and operation of the Property from whatever source during such period, including, but not limited to, Rents, utility charges, escalations, forfeited security deposits, interest on credit accounts, service fees or charges, license fees, parking fees, rent concessions or credits, and other pass-through or reimbursements paid by tenants under the Leases of any nature, including Rents payable under the Vacant Space Master Lease, but excluding any Rents from month to month tenants or tenants that are included in any Bankruptcy Action, sales, use and occupancy or other taxes on receipts required to be accounted for by Borrower to any Governmental Authority, refunds and uncollectible accounts, proceeds from the sale of furniture, fixtures and equipment, Insurance Proceeds and Condemnation Proceeds (other than business interruption or other loss of income insurance), and any disbursements to Borrower from the Tax and Insurance Escrow Funds, the Alaris Reserve Funds, the Rollover Reserve Funds or any other escrow fund established by the Loan Documents.

“ Guarantor ” shall mean Maguire Properties, L.P., a Maryland limited partnership, and any other Person hereafter executing a separate guaranty or indemnity agreement in favor of Lender in connection with the Loan.

“ Guaranty ” shall mean that certain Guaranty Agreement, dated as of the date hereof, from Guarantor in favor of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Improvements ” shall have the meaning set forth in the granting clause of the Mortgage.

“ Indebtedness ” shall mean for any Person, on a particular date, the sum (without duplication) at such date of (a) all indebtedness or liability of such Person (including, without limitation, amounts for borrowed money and indebtedness in the form of mezzanine debt and preferred equity); (b) obligations evidenced by bonds, debentures, notes, or other similar instruments; (c) obligations for the deferred purchase price of property or services (including trade obligations); (d) obligations under letters of credit; (e) obligations under acceptance facilities; (f) all guaranties, endorsements (other than for collection or deposit in the ordinary course of business) and other contingent obligations to purchase, to provide funds for payment, to supply funds, to invest in any Person or entity, or otherwise to assure a creditor against loss; and (g) obligations secured by any Liens, whether or not the obligations have been assumed.

“Indemnified Liabilities” shall have the meaning set forth in Section 10.13(b) hereof.

“ Indemnified Person ” and “ Indemnified Persons ” shall have the meaning set forth in Section 9.2(b) hereof.

“ Indemnifying Person ” shall mean each of Borrower, Principal and Guarantor.

“ Independent Director ” or “ Independent Manager ” shall mean a natural person who is not at the time of initial appointment, or at any time while serving as a director or manager, as applicable, and has not been at any time during the preceding five (5) years: (a) a stockholder, director or manager (with the exception of serving as the Independent Director or Independent Manager), officer, employee, partner, member, attorney or counsel of Principal, Borrower or any Affiliate of either of them; (b) a customer, supplier or other Person who derives any of its purchases or revenues from its activities with Principal, Borrower or any Affiliate of either of them; (c) a person controlling or under common control with any such stockholder, director, manager officer, partner, member, customer, supplier or other Person; or (d) a member of the immediate family of any such stockholder, director, manager, officer, employee, partner, member, customer, supplier or other Person. As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of management, policies or activities of a Person, whether through ownership of voting securities, by contract or otherwise.

“ Initial Blanket Insurance Premium Installment ” shall have the meaning set forth in Section 7.2(a) hereof.

“ Initial Maturity Date ” shall mean April 9, 2007.

“ Insolvency Opinion ” shall mean that certain non-consolidation opinion letter dated the date hereof delivered by Gilchrist & Rutter, Professional Corporation in connection with the Loan.

“ Insurance Premiums ” shall have the meaning set forth in the Mortgage Loan Agreement.

“ Insurance Proceeds ” shall have the meaning set forth in the Mortgage Loan Agreement.

“ Intercreditor Agreement” shall mean that certain Intercreditor Agreement dated as of the date hereof by and between Lender and Mortgage Lender.

“ Interest Accrual Period ” shall mean, with respect to any Payment Date, the period commencing on the ninth (9 ^th ) day of the preceding calendar month and terminating on and including the eighth (8 ^th ) day of the calendar month in which such Payment Date occurs; provided , however , that no Interest Accrual Period shall end later than the Maturity Date (other than for purposes of calculating interest at the Default Rate), and the initial Interest Accrual Period shall begin on and include the Closing Date and shall end on and include the immediately following eighth (8 ^th ) day of the calendar month.

“ Interest Rate Cap Agreement ” shall mean, as applicable, an Interest Rate Cap Agreement (together with the confirmation and schedules relating thereto) in form and substance reasonably satisfactory to Lender between Borrower and an Acceptable Counterparty or a Replacement Interest Rate Cap Agreement.

“Investment Grade Rating” shall mean a long term unsecured debt rating of not less than “BBB-” (or its equivalent) from (i) prior to a Securitization of the Mortgage Loan, S&P and (ii) after a Securitization of the Mortgage Loan, any one of Moody’s, S&P, Fitch or any other nationally-recognized statistical rating agency rating the Securities.

“ Lease ” shall mean any lease, sublease or subsublease, letting, license, concession or other agreement (whether written or oral and whether now or hereafter in effect) pursuant to which any Person is granted a possessory interest in, or right to use or occupy all or any portion of any space in the Property, including the Vacant Space Master Lease, and (a) every modification, amendment or other agreement relating to such lease, sublease, subsublease, or other agreement entered into in connection with such lease, sublease, subsublease, or other agreement and (b) every guarantee of the performance and observance of the covenants, conditions and agreements to be performed and observed by the other party thereto.

“ Legal Requirements ” shall mean all federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions of Governmental Authorities affecting the Property or any part thereof, or the construction, use, alteration or operation thereof, or any part thereof, whether now or hereafter enacted and in force, including, without limitation, the Americans with Disabilities Act of 1990, as amended, and all permits, licenses and authorizations and regulations relating thereto, and all covenants, agreements, restrictions and encumbrances contained in any instruments, either of record or known to Borrower, at any time in force affecting the Property or any part thereof, including, without limitation, any which may (a) require repairs, modifications or alterations in or to the Property or any part thereof, or (b) in any way limit the use and enjoyment thereof.

“ Lender ” shall have the meaning set forth in the introductory paragraph hereto, together with its successors and assigns.

“ Liabilities ” shall have the meaning set forth in Section 9.2(b) hereof.

“ LIBOR ” shall mean, with respect to each Interest Accrual Period, the rate (expressed as a percentage per annum and rounded upward, if necessary, to the next nearest 1/8 of 1%) for deposits in U.S. dollars, for a one-month period, that appears on Telerate Page 3750 (or the successor thereto) as of 11:00 a.m., London time, on the related Determination Date. If such rate does not appear on Telerate Page 3750 as of 11:00 a.m., London time, on such Determination Date, LIBOR shall be the arithmetic mean of the offered rates (expressed as a percentage per annum) for deposits in U.S. dollars for a one-month period that appear on the Reuters Screen Libor Page as of 11:00 a.m., London time, on such Determination Date, if at least two such offered rates so appear. If fewer than two such offered rates appear on the Reuters Screen Libor Page as of 11:00 a.m., London time, on such Determination Date, Lender shall request the principal London office of any four major reference banks in the London interbank market selected by Lender to provide such bank’s offered quotation (expressed as a percentage

per annum) to prime banks in the London interbank market for deposits in U.S. dollars for a one-month period as of 11:00 a.m., London time, on such Determination Date for amounts of not less than U.S. $1,000,000. If at least two such offered quotations are so provided, LIBOR shall be the arithmetic mean of such quotations. If fewer than two such quotations are so provided, Lender shall request any three major banks in New York City selected by Lender to provide such bank’s rate (expressed as a percentage per annum) for loans in U.S. dollars to leading European banks for a one-month period as of approximately 11:00 a.m., New York City time on the applicable Determination Date for amounts of not less than U.S. $1,000,000. If at least two such rates are so provided, LIBOR shall be the arithmetic mean of such rates. LIBOR shall be determined conclusively by Lender or its agent absent manifest error.

“ LIBOR Loan ” shall mean the Loan at such time as interest thereon accrues at a rate of interest based upon LIBOR.

“ Lien ” shall mean any mortgage, deed of trust, lien, 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 Borrower, Mortgage Borrower, the Collateral, the Property, or any portion thereof or any interest therein, or any direct or indirect interest in Borrower or Principal, including, without limitation, 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.

“ Liquidation Event ” shall have the meaning set forth in Section 2.4.4 hereof.

“ Loan ” shall mean the loan in the principal amount of Five Million and No/100 Dollars ($5,000,000.00), made by Lender to Borrower pursuant to this Agreement.

“ Loan Documents ” shall mean, collectively, this Agreement, the Note, the Pledge Agreement, the Environmental Indemnity, the Assignment of Management Agreement, the Guaranty, the Mezzanine Cash Management Agreement, the Collateral Assignment of Interest Rate Cap Agreement, and all other documents executed and/or delivered in connection with the Loan.

“Loan to Value Ratio” shall mean the ratio, as of a particular date, the numerator of which is an amount equal to the Aggregate Outstanding Principal Balance as of such date and the denominator of which is an amount equal to the appraised value of the Property as of such date as determined by Lender in its sole discretion.

“ Lockbox Account ” shall have the meaning set forth in Section 2.6.1(a) hereof.

“ Lockbox Bank ” shall mean Bank of the West or any successor or permitted assigns thereof.

“Lockout Determination Date ” shall mean the Payment Date that is the earliest to occur of (i) the first Payment Date following the Alaris Short Term Lease Extension Date (or, the Alaris Short Term Lease Extension Date, if such date is a Payment Date),

(ii) September 9, 2005 or (iii) such earlier Payment Date as shall be determined by Lender in its sole discretion.

“ Lockout Release Date ” shall mean the third (3 ^rd ) Payment Date after the Lockout Determination Date.

“ London Business Day ” shall mean any day other than a Saturday, Sunday or any other day on which commercial banks in London, England are not open for business.

“Major Lease” shall mean any Lease which, either individually or when taken together with any other Lease with the same tenant or its Affiliates, demises in excess of 14,000 square feet in the Improvements.

“ Management Agreement ” shall mean the management agreement entered into by and between Mortgage Borrower and Manager, pursuant to which Manager is to provide management and other services with respect to the Property, or, if the context requires, the Replacement Management Agreement.

“ Manager ” shall mean Maguire Properties, L.P., or, if the context requires, a Qualified Manager who is managing the Property in accordance with the terms and provisions of this Agreement.

“ Maturity Date ” shall mean (a) the Fixed Maturity Date or (b) such other date on which the final payment of principal of the Note becomes due and payable as therein or herein provided, whether at such stated maturity date, by declaration of acceleration, or otherwise.

“ Maximum Legal Rate ” shall mean the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Note and as provided for herein or the other Loan Documents, under the laws of such state or states whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan.

“ Mezzanine Cash Management Account ” shall have the meaning set forth in Section 2.6.3 hereof.

“ Mezzanine Cash Management Agreement ” shall mean that certain Mezzanine Cash Management Agreement, dated as of the date hereof, among Borrower, Lender and Mortgage Borrower, together with any extensions, renewals, amendments or modifications thereof.

“ Minimum Extension Interest Rate ” shall mean an annual rate equal to five and fifty-six one-hundredths percent (5.56%).

“Monthly Interest Payment” shall have the meaning set forth in Section 2.3.1 hereof.

“ Moody’s ” shall mean Moody’s Investors Service, Inc.

“ Mortgage ” shall have the meaning set forth in the Recitals to this Agreement.

“ Mortgage Borrower ” shall have the meaning set forth in the Recitals to this Agreement, together with its successors and permitted assigns.

“ Mortgage Borrower Company Agreement ” shall mean the Limited Liability Company Agreement for Mortgage Borrower, dated as of March 15, 2005, between Borrower, as member, and Victor A. Duva and Camilia M. Denny; as special members and Independent Managers (as defined therein).

“ Mortgage Lender ” shall have the meaning set forth in the Recitals to this Agreement, together with its successors and assigns.

“ Mortgage Loan ” shall have the meaning set forth in the Recitals to this Agreement.

“ Mortgage Loan Agreement ” shall have the meaning set forth in the Recitals to this Agreement.

“ Mortgage Loan Default ” shall mean a “Default” under and as defined in the Mortgage Loan Agreement.

“ Mortgage Loan Documents ” shall mean, collectively, the Mortgage Note, the Mortgage Loan Agreement, the Mortgage, the Assignment of Leases and Rents, the Cash Management Agreement, and any and all other documents defined as “Loan Documents” in the Mortgage Loan Agreement, as amended, restated, replaced, supplemented or otherwise modified from time to time.

“ Mortgage Loan Event of Default ” shall mean an “Event of Default” under and as defined in the Mortgage Loan Agreement.

“Mortgage Loan Outstanding Principal Balance” shall mean, as of any date, the outstanding principal balance of the Mortgage Loan.

“ Mortgage Loan Reserve Funds ” shall mean the “Reserve Funds” as defined in the Mortgage Loan Agreement.

“ Mortgage Note ” shall have the meaning set forth in the Recitals to this Agreement.

“ Net Cash Flow ” shall mean, for any period, the amount obtained by subtracting Operating Expenses and Capital Expenditures for such period from Gross Income from Operations for such period.

“ Net Cash Flow Schedule ” shall have the meaning set forth in Section 5.1.11(b) hereof.

“ Net Liquidation Proceeds After Debt Service ” shall mean, with respect to any Liquidation Event, all amounts paid to or received by or on behalf of Mortgage Borrower in connection with such Liquidation Event, including, without limitation, proceeds of any sale, refinancing or other disposition or liquidation, less (a) Lender’s and/or Mortgage Lender’s reasonable costs incurred in connection with the recovery thereof, (b) the costs incurred by Mortgage Borrower in connection with a Restoration of all or any portion of the Property made in accordance with the Mortgage Loan Documents, (c) amounts required or permitted to be deducted therefrom and amounts paid pursuant to the Mortgage Loan Documents to Mortgage Lender, (d) in the case of a foreclosure sale, disposition or Transfer of the Property in connection with realization thereon following an Event of Default under the Mortgage Loan, such reasonable and customary costs and expenses of sale or other disposition (including attorneys’ fees and brokerage commissions), (e) in the case of a foreclosure sale, such costs and expenses incurred by Mortgage Lender under the Mortgage Loan Documents as Mortgage Lender shall be entitled to receive reimbursement for under the terms of the Mortgage Loan Documents, (f) in the case of a refinancing of the Mortgage Loan, such costs and expenses (including attorneys’ fees) of such refinancing as shall be reasonably approved by Lender, and (g) the amount of any prepayments required pursuant to the Mortgage Loan Documents, and/or the Loan Documents, in connection with any such Liquidation Event.

“ Net Operating Income ” shall mean, for any period, the amount obtained by subtracting Operating Expenses for such period from Gross Income from Operations for such period.

“ New Alaris Space Lease ” shall have the meaning set forth in Section 3.1.19(b) hereof.

“New Mezzanine Loan” shall have the meaning set forth in Section 9.7 hereof.

“ New Vacant Space Lease ” shall have the meaning set forth in Section 3.1.19(a) hereof.

“ Note ” shall mean that certain Promissory Note dated of even date herewith in the principal amount of Five Million and No/100 Dollars ($5,000,000.00), made by Borrower to the order of Lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Notice” shall have the meaning set forth in Section 10.6 hereof.

“Obligations” shall mean, collectively, Borrower’s obligations for the payment of the Debt and the performance of the Other Obligations.

“ Officer’s Certificate ” shall mean a certificate delivered to Lender by Borrower that is signed by an authorized senior officer of the general partner or managing member of Borrower, as applicable.

“ Operating Expenses ” shall mean, for any period, the total of all expenditures, computed in accordance with GAAP, of whatever kind relating to the operation, maintenance and management of the Property, which expenditures are incurred on a regular monthly or other

periodic basis, including without limitation, utilities, ordinary repairs and maintenance (which ordinary repairs and maintenance for the purposes of this definition shall be no less than an assumed expense of $33,000.00 per month), insurance, license fees, property taxes and assessments, advertising expenses, management fees, payroll and related taxes, computer processing charges, tenant improvements and leasing commissions (which tenant improvements and leasing commissions for the purposes of this definition shall be no less than an assumed expense of $33,525.58 per month) operational equipment or other lease payments as approved by Lender and Mortgage Lender, and other similar costs, but excluding depreciation, Debt Service, Capital Expenditures, and contributions to the Tax and Insurance Escrow Funds, the Alaris Reserve Funds, the Rollover Reserve Funds and any other reserves required under the Loan Documents.

“Operating Partnership” shall mean Maguire Properties, L.P., a Maryland limited partnership, which is the operating partnership of the REIT.

“ Other Charges ” shall mean all ground rents, maintenance charges, impositions other than Taxes, and any other charges, including, without limitation, vault charges and license fees for the use of vaults, chutes and similar areas adjoining the Property, now or hereafter levied or assessed or imposed against the Property or any part thereof.

“Other Obligations” shall mean (a) the performance of all obligations of Borrower contained herein; (b) the performance of each obligation of Borrower contained in any other Loan Document; and (c) the performance of each obligation of Borrower contained in any renewal, extension, amendment, modification, consolidation, change of, or substitution or replacement for, all or any part of this Agreement, the Note or any other Loan Documents.

“Outstanding Principal Balance” shall mean, as of any date, the outstanding principal balance of the Loan.

“ Payment Date ” shall mean the ninth (9 ^th ) day of each calendar month during the term of the Loan or, if such day is not a Business Day, the immediately preceding Business Day.

“ Permitted Encumbrances ” shall mean, collectively, (a) the Liens and security interests created by the Loan Documents and the Mortgage Loan Documents, (b) all Liens, encumbrances and other matters disclosed in the Title Insurance Policy, (c) Liens, if any, for Taxes imposed by any Governmental Authority not yet due or delinquent, and (d) such other title and survey exceptions as Lender has approved or may approve in writing in Lender’s sole discretion.

“ Permitted Investments ” shall have the meaning set forth in the Cash Management Agreement.

“ Person ” shall mean any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any Governmental Authority and any fiduciary acting in such capacity on behalf of any of the foregoing.

“ Personal Property ” shall have the meaning set forth in the granting clause of the Mortgage.

“ Physical Conditions Report ” shall mean a report prepared by a company satisfactory to Lender regarding the physical condition of the Property, satisfactory in form and substance to Lender in its sole discretion.

“ Pledge Agreement ” shall have the meaning set forth in the Recitals to this Agreement.

“ Pledged Company Interests ” shall have the meaning set forth in the Recitals to this Agreement.

“ Pledgor ” shall have the meaning as set forth in the Pledge Agreement.

“ Policies ” shall have the meaning set forth in the Mortgage Loan Agreement.

“ Prepayment Premium ” shall mean if the prepayment occurs on or after the Lockout Release Date and prior to the eighteenth (18 ^th ) Payment Date following the Lockout Determination Date, an amount equal to the Spread Maintenance Premium. If a prepayment occurs on or after the eighteenth (18 ^th ) Payment Date following the Lockout Determination Date, no Prepayment Premium will be payable.

“ Prime Rate ” shall mean the annual rate of interest publicly announced by Citibank, N.A. in New York, New York, as its base rate, as such rate shall change from time to time. If Citibank, N.A. ceases to announce a base rate, Prime Rate shall mean the rate of interest published in The Wall Street Journal from time to time as the “Prime Rate.” If more than one “Prime Rate” is published in The Wall Street Journal for a day, the average of such “Prime Rates” shall be used, and such average shall be rounded up to the nearest one-eighth of one percent (0.125%). If The Wall Street Journal ceases to publish the “Prime Rate,” Lender shall select an equivalent publication that publishes such “Prime Rate,” and if such “Prime Rates” are no longer generally published or are limited, regulated or administered by a governmental or quasi governmental body, then Lender shall select a comparable interest rate index.

“ Prime Rate Loan ” shall mean the Loan at such time as interest thereon accrues at a rate of interest based upon the Prime Rate.

“ Prime Rate Spread ” shall mean the difference (expressed as the number of basis points) between (a) LIBOR plus the Applicable Spread on the date LIBOR was last applicable to the Loan and (b) the Prime Rate on the date that LIBOR was last applicable to the Loan; provided , however , that in no event shall such difference be a negative number.

“ Principal ” shall mean the sole member of Borrower.

“ Property ” shall mean each parcel of real property, the Improvements thereon and all personal property owned by Mortgage Borrower and encumbered by the Mortgage, together with all rights pertaining to such property and Improvements, as more particularly described in the granting clause of the Mortgage and referred to therein as the “Property”.

“ Provided Information ” shall mean any and all financial and other information provided at any time by, or on behalf of, any Indemnifying Person with respect to the Property, the Collateral, Borrower, Principal, Mortgage Borrower, Guarantor and/or Manager.

“ Qualified Manager ” shall mean either (a) Manager or (b) in the reasonable judgment of Lender, a reputable and experienced management organization (which may be an Affiliate of Borrower) possessing experience in managing properties similar in size, scope, use and value as the Property, 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.

"Qualifying Income” shall mean Gross Income from Operations actually collected by Mortgage Borrower for the last full calendar month prior to the date of the calculation, but excluding Rents from (a) tenants that are more than thirty (30) days delinquent in the payment of Rent, (b) tenants whose Leases are expiring within six (6) months from the date of any calculation of Qualifying Income, or (c) tenants that are not occupying their leased space or have given notice of their intention to vacate (unless any such tenant has an Investment Grade Rating or such tenant has sublet all of its leased space for a term equal to the lesser of three years from the date of any calculation or the remaining term of such Lease at a Full Service Gross Rent that is not less than eighty percent (80%) of the Full Service Gross Rent payable by such tenant under its Lease and the Rent from such sublease is payable to the Lockbox Account pursuant to the terms of the Cash Management Agreement).

“ Quintiles Space ” shall have the meaning set forth in Section 2.7.1(e) hereof.

“ Rating Agencies ” shall mean each of S&P, Moody’s and Fitch, or any other nationally recognized statistical rating agency which has been approved by Lender.

“ REIT ” shall mean Maguire Properties, Inc., a Maryland corporation.

“ REMIC Trust ” shall mean a “real estate mortgage investment conduit” within the meaning of Section 860D of the Code that holds the Mortgage Note.

“ Rents ” shall mean all rents (including, without limitation, percentage rents), rent equivalents, moneys payable as damages (including payments by reason of the rejection of a Lease in a Bankruptcy Action) or in lieu of rent or rent equivalents, royalties (including, without limitation, all oil and gas or other mineral royalties and bonuses), income, receivables, receipts, revenues, deposits (including security, utility and other deposits), accounts, cash, issues, profits, charges for services rendered, and other payments and consideration of whatever form or nature received by or paid to or for the account of or benefit of Mortgage Borrower or any of its agents or employees from any and all sources arising from or attributable to the Property and the Improvements, including all revenues from telephone services, laundry, vending, television and all receivables, customer obligations now existing or hereafter arising or created out of the sale, lease, sublease, license, concession or other grant of the right of the use and occupancy of the Property or rendering of services by Mortgage Borrower, Manager or any of their respective

agents or employees and proceeds, if any, from business interruption or other loss of income insurance.

“ Replacement Interest Rate Cap Agreement ” shall mean an interest rate cap agreement from an Acceptable Counterparty with terms substantially the same as the Interest Rate Cap Agreement except that the same shall be effective in connection with replacement of the Interest Rate Cap Agreement (a) on the Payment Date occurring in September, 2005 if the Alaris Short Term Lease Extension Date shall not have occurred prior to September 1, 2005, (b) on extension of the maturity date thereof in connection with the extension of the Fixed Maturity Date, and/or (c) following a downgrade, withdrawal or qualification of the long-term unsecured debt rating of the Counterparty; provided that to the extent any such interest rate cap agreement does not meet the foregoing requirements, a “Replacement Interest Rate Cap Agreement” shall be such interest rate cap agreement approved in writing by each of the Rating Agencies with respect thereto.

“ Replacement Management Agreement ” shall mean, collectively, (a) either (i) a management agreement with a Qualified Manager substantially in the same form and substance as the Management Agreement, or (ii) a management agreement with a Qualified Manager, which management agreement shall be reasonably acceptable to Lender in form and substance, provided that, with respect to this subclause (ii) , Lender, at its option, may require that Borrower obtain confirmation from the applicable Rating Agencies that such management agreement will not cause a downgrade, withdrawal or qualification of the then current ratings of the Securities or any class thereof; and (b) an assignment of management agreement and consent and agreement of manager substantially in the form then used by Lender (or of such other form and substance reasonably acceptable to Lender), executed and delivered to Lender by Borrower and such Qualified Manager at Borrower’s expense.

“Reserve Funds” shall mean, collectively, the Tax and Insurance Escrow Funds, the Rollover Reserve Funds, the Alaris Reserve Funds and any other escrow fund established pursuant to the Loan Documents.

“ Restoration ” shall mean the repair and restoration of the Property after a Casualty or Condemnation as nearly as possible to the condition the Property was in immediately prior to such Casualty or Condemnation, with such alterations as may be reasonably approved by Lender.

“ Restricted Party ” shall mean, collectively (a) Borrower, Principal, Mortgage Borrower, Guarantor and any Affiliated Manager and (b) any shareholder, partner, member, non-member manager, direct or indirect legal or beneficial owner, agent or employee of Borrower, Principal, Mortgage Borrower, Guarantor, any Affiliated Manager or any non-member manager.

“RICO” shall mean the Racketeer Influenced and Corrupt Organizations Act.

“ Rollover Reserve Account ” shall have the meaning set forth in Section 7.4 hereof.

“Rollover Reserve Funds” shall have the meaning set forth in Section 7.4 hereof.

“ S&P ” shall mean Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies.

“ Sale or Pledge ” shall mean a voluntary or involuntary sale, conveyance, assignment, transfer, encumbrance or pledge of a legal or beneficial interest.

“Second Extended Maturity Date” shall mean April 9, 2009.

“Second Extension Option” shall have the meaning set forth in Section 2.7.2 hereof.

“Second Extension Term” shall have the meaning set forth in Section 2.7.2 hereof.

“ Securities ” shall have the meaning set forth in Section 9.1 hereof.

“ Securities Act ” shall have the meaning set forth in Section 9.2(a) hereof.

“ Securitization ” shall have the meaning set forth in Section 9.1 hereof.

“ Servicer ”   shall have the meaning set forth in Section 9.6 hereof.

“ Servicing Agreement ” shall have the meaning set forth in Section 9.6 hereof.

“ Severed Loan Documents ” shall have the meaning set forth in Section 8.2(c) hereof.

“ Special Purpose Entity ” shall mean a corporation, limited partnership or limited liability company that at all times prior to, on and after the date hereof:

(a)   was, is and will be organized solely for the purpose of (i) acquiring, owning, holding, selling, transferring, exchanging, managing and operating the Collateral, entering into this Agreement with Lender, refinancing the Collateral in connection with a permitted repayment of the Loan, and transacting lawful business that is incident, necessary and appropriate to accomplish the foregoing; or (ii) acting as the general partner of the limited partnership that owns the Collateral or as the sole member of the limited liability company that owns the Collateral;

(b)   has not been, is not, and will not be engaged in any business unrelated to (i) the ownership of the Collateral, (ii) acting as the general partner of the limited partnership that owns the Collateral, or (iii) acting as the sole member of the limited liability company that owns the Collateral, as applicable;

(c)   has not had, does not have and will not have any assets other than those related to the Collateral or its partnership interest in the limited partnership or the limited liability company interest in the limited liability company that owns the Collateral or acts as the general partner or the sole member thereof, as applicable;

(d)   has not engaged, sought or consented to, and will not engage in, seek or consent to, (i) any dissolution, winding up, liquidation, consolidation, merger, sale of all or substantially all of its assets, (ii) except as permitted under the terms of this Agreement, any transfer of partnership or limited liability company interests (if such entity is a general partner in a limited partnership or a member in a limited liability company), or (iii) any amendment of its limited partnership agreement, articles of incorporation, articles of organization, certificate of formation or operating agreement (as applicable) with respect to the matters set forth in this definition without the written consent of Lender;

(e)   if such entity is a limited partnership, has, had, now has, and will have as its only general partners, Special Purpose Entities that are corporations, limited partnerships or limited liability companies;

(f)   if such entity is a corporation, has had, now has and will have at least two (2) Independent Directors, and has not caused or allowed, and will not cause or allow, the board of directors of such entity to take any Bankruptcy Action or any other action requiring the unanimous affirmative vote of one hundred percent (100%) of the members of its board of directors unless two (2) Independent Directors shall have participated in such vote;

(g)   if such entity is a limited liability company with more than one member, has had, now has and will have at least one member that is a Special Purpose Entity that is a corporation that has at least two (2) Independent Directors and that owns at least one percent (1.0%) of the equity of the limited liability company;

(h)   if such entity is a limited liability company with only one member, has been, now is, and will be a limited liability company organized in the State of Delaware that has (i) as its only member a managing member, (ii) at least two (2) Independent Managers and has not caused or allowed, and will not cause or allow, the board of managers of such entity to take any Bankruptcy Action or any other action requiring the unanimous affirmative vote of one hundred percent (100%) of the managers pursuant to the terms of the limited liability company agreement of Borrower (as in effect as of the date hereof) unless two (2) Independent Managers have participated in such vote, and (iii) at least one person acting as Independent Manager who shall become the sole member of such entity upon the dissolution of the existing member;

(i)   if such entity is (i) a limited liability company, has had, now has, and will have articles of organization, a certificate of formation and/or an operating agreement, as applicable, (ii) a limited partnership, has had, now has, and will have a limited partnership agreement, or (iii) a corporation, has had, now has, and will have a certificate of incorporation that, in each of the foregoing cases, provides that such entity will not, as long as any portion of the Debt remains outstanding: (A) dissolve, merge, liquidate or consolidate; (B) except as permitted under the terms of this Agreement, sell all or substantially all of its assets or the assets of Borrower (as applicable); (C) engage in any other business activity or amend its organizational documents with respect to the matters set forth in this definition without the written consent of Lender; or (D) without the affirmative vote of two (2) Independent Directors or Independent Managers, as applicable, and of all other directors or managers of such entity take any Bankruptcy Action with respect to itself or any other entity in which it has a direct or indirect legal or beneficial ownership interest;

(j)   has been, is and intends to remain solvent and has paid and intends to continue to pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) from its assets as the same have or shall become due, and has maintained, is maintaining and intends to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations;

(k)   has not failed, and will not fail, to correct any known misunderstanding regarding the separate identity of such entity;

(l)   has maintained and will maintain its accounts, books and records separate from any other Person and has filed and will file its own tax returns, except to the extent that it has been or is required to file consolidated tax returns by law;

(m)   has maintained and will maintain its own records, books, resolutions and agreements;

(n)   other than as provided in the Mezzanine Cash Management Agreement, (i) has not commingled, and will not commingle, its funds or assets with those of any other Person and (ii) has not participated and will not participate in any cash management system with any other Person;

(o)   has held and will hold its assets in its own name;

(p)   has conducted and will conduct its business in its name or in a name franchised or licensed to it by an entity other than an Affiliate of Borrower, except for services rendered under a business management services agreement with an Affiliate that complies with the terms contained in Subsection (dd) below, so long as the manager, or equivalent thereof, under such business management services agreement holds itself out as an agent of Borrower;

(q)   has maintained and will maintain its financial statements, accounting records and other entity documents separate from any other Person and has not permitted, and will not permit, its assets to be listed as assets on the financial statement of any other entity except as required by GAAP; provided, however , that any such consolidated financial statement shall contain a note indicating that its separate assets and liabilities are neither available to pay the debts of the consolidated entity nor constitute obligations of the consolidated entity;

(r)   has paid and will pay its own liabilities and expenses, including the salaries of its own employees, out of its own funds and assets, and has maintained and will maintain a sufficient number of employees in light of its contemplated business operations;

(s)   has observed and will observe all partnership, corporate or limited liability company formalities, as applicable;

(t)   has had no and will have no Indebtedness other than (i) the Loan, (ii) unsecured trade and operational debt incurred in the ordinary course of business relating to the ownership and operation of the Collateral and the routine administration of Borrower, in amounts not to exceed $25,000.00, which liabilities are not more than sixty (60) days past the date

incurred, are not evidenced by a note and are paid when due, and which amounts are normal and reasonable under the circumstances, and (iii) such other liabilities as are permitted pursuant to this Agreement;

(u)   has not assumed or guaranteed or become obligated for, and will not assume or guarantee or become obligated for, the debts of any other Person and has not held out and will not hold out its credit as being available to satisfy the obligations of any other Person except as permitted pursuant to this Agreement;

(v)   has not acquired and will not acquire obligations or securities of its partners, members or shareholders or any other Affiliate;

(w)   has allocated and will allocate, fairly and reasonably, any overhead expenses that are shared with any Affiliate, including, but not limited to, paying for shared office space and services performed by any employee of an Affiliate;

(x)   has maintained and used, now maintains and uses, and will maintain and use, separate stationery, invoices and checks bearing its name. The stationery, invoices, and checks utilized by the Special Purpose Entity or utilized to collect its funds or pay its expenses have borne and shall bear its own name and have not borne and shall not bear the name of any other entity unless such entity is clearly designated as being the Special Purpose Entity’s agent;

(y)   has not pledged and will not pledge its assets for the benefit of any other Person;

(z)   has held itself out and identified itself, and will hold itself out and identify itself, as a separate and distinct entity under its own name or in a name franchised or licensed to it by an entity other than an Affiliate of Borrower and not as a division or part of any other Person, except for services rendered under a business management services agreement with an Affiliate that complies with the terms contained in Subsection (dd) below, so long as the manager, or equivalent thereof, under such business management services agreement holds itself out as an agent of Borrower;

(aa)   has maintained and will maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any other Person;

(bb)   has not made and will not make loans to any Person or hold evidence of indebtedness issued by any other Person or entity (other than cash and investment-grade securities issued by an entity that is not an Affiliate of or subject to common ownership with such entity);

(cc)   has not identified and will not identify its partners, members or shareholders, or any Affiliate of any of them, as a division or part of it, and has not identified itself, and shall not identify itself, as a division of any other Person;

(dd)   has not entered into or been a party to, and will not enter into or be a party to, any transaction with its partners, members, shareholders or Affiliates except (i) in the

ordinary course of its business and on terms which are intrinsically fair, commercially reasonable and are no less favorable to it than would be obtained in a comparable arm’s-length transaction with an unrelated third party, and (ii) in connection with this Agreement;

(ee)   has not had and will not have any obligation to indemnify, and has not indemnified and will not indemnify, its partners, officers, directors or members, as the case may be, unless such an obligation was and is fully subordinated to the Obligations and will not constitute a claim against the Obligations in the event that cash flow in excess of the amount required to pay the Obligations is insufficient to pay such obligation;

(ff)   if such entity is a corporation, it has considered and shall consider the interests of its creditors in connection with all corporate actions;

(gg)   except as provided in the Loan documents, does not and will not have any of its obligations guaranteed by any Affiliate; and

(hh)   has complied and will comply with all of the terms and provisions contained in its organizational documents. The statement of facts contained in its organizational documents are true and correct and will remain true and correct.

“ Spread Maintenance Premium ” shall mean an amount equal to the product of (a) the Outstanding Principal Balance being prepaid, multiplied by (b) the applicable percentage set forth on Schedule III attached hereto with respect to the Payment Date on which the prepayment occurs, or, if the prepayment is not made on a Payment Date, the following Payment Date, based upon the Applicable Spread in effect on the date of the prepayment.

“ State ” shall mean the State or Commonwealth in which the Property or any part thereof is located.

“ Strike Price ” shall mean, as applicable:

(a)   with respect to the period commencing on the Closing Date through and including the Initial Maturity Date, four and seventy-five one-hundredths percent (4.75%) per annum; provided, however, that if the Alaris Short Term Lease Extension Date has not occurred on or prior to September 1, 2005, the Strike Price shall be three and nine-tenths percent (3.90%) per annum for the period, commencing on the Payment Date occurring in September, 2005 through and including the Initial Maturity Date;

(b)   with respect to the First Extension Term, a rate (expressed as a percentage per annum) equal to the difference between:

(i)   the quotient obtained by dividing (x) the Net Cash Flow as of the first day of the First Extension Term, by (y) the Aggregate Outstanding Principal Balance as of such date, and then dividing such resulting quotient by (z) 1.05, and

(ii)   the Applicable Spread;

(c)   with respect to the Second Extension Term, a rate (expressed as a percentage per annum) equal to the difference between:

(i)   the quotient obtained by dividing (x) the Net Cash Flow as of the first day of the Second Extension Term, by (y) the Aggregate Outstanding Principal Balance as of such date, and then dividing such resulting quotient by (z) 1.05, and

(ii)   the Applicable Spread; and

(d)   with respect to the Third Extension Term, a rate (expressed as a percentage per annum) equal to the difference between:

(i)   the quotient obtained by dividing (x) the Net Cash Flow as of the first day of the Third Extension Term, by (y) the Aggregate Outstanding Principal Balance as of such date, and then dividing such resulting quotient by (z) 1.05, and

(ii)   the Applicable Spread.

“ Survey ” shall mean a survey of the Property prepared pursuant to the requirements contained in Section 3.1.3(c) hereof.

“Tax and Insurance Escrow Account” shall have the meaning set forth in Section 7.2 hereof.

“Tax and Insurance Escrow Funds” shall have the meaning set forth in Section 7.2 hereof.

“ Taxes ” shall mean all real estate and personal property taxes, assessments, water rates or sewer rents, now or hereafter levied or assessed or imposed against the Property or part thereof, together with all interest and penalties thereon.

“Third Extended Maturity Date” shall mean April 9, 2010.

“Third Extension Option” shall have the meaning set forth in Section 2.7.3 hereof.

“Third Extension Term” shall have the meaning set forth in Section 2.7.3 hereof.

“ Threshold Amount ” shall have the meaning set forth in Section 5.1.21 hereof.

“ Title Insurance Policy ” shall mean an ALTA mortgagee title insurance policy in a form acceptable to Lender (or, if the Property is in a State which does not permit the issuance of such ALTA policy, such form as shall be permitted in such State and acceptable to Lender) issued with respect to the Property and insuring the lien of the Mortgage.

“ Transfer ” shall have the meaning set forth in Section 5.2.10(b) hereof.

“ UCC ” or “ Uniform Commercial Code ” shall mean the Uniform Commercial Code as in effect in the State.

“ UCC Title Insurance Policy ” shall have the meaning set forth in Section 3.1.3(b) hereof.

“Underwritten Debt Service Coverage Ratio” shall mean a ratio for the applicable twelve (12) full calendar month period in which:

(a)   the numerator is the Underwritten Net Operating Income for such period; and

(b)   the denominator is the greater of (i) the aggregate amount of (x) the debt service due and payable on the Loan for such period (net of any payments made to Borrower pursuant to any Interest Rate Cap Agreement) and (y) the Debt Service due and payable on the Mortgage Loan for such period (net of any payments made to Mortgage Borrower pursuant to any interest rate cap agreement), or (ii) an assumed aggregate debt service for (1) the Loan for such period calculated on the basis of a six and sixty-five one-hundredths percent (6.65%) debt service constant and (2) the Mortgage Loan for such period calculated on the basis of a six and sixty-five one-hundredths percent (6.65%) debt service constant.

“Underwritten Net Operating Income” shall mean, for any twelve (12) full calendar month period, the underwritten Net Cash Flow of the Property determined by Lender in its reasonable discretion in accordance with Lender’s then current underwriting standards for loans of this type and the then current underwriting standards of the Rating Agencies, based upon (i) Qualifying Income actually collected by Mortgage Borrower for the last full calendar month prior to the date of the calculation, annualized, less (ii) Operating Expenses (other than expenses for tenant improvements and leasing commissions), for the trailing twelve full calendar month period and (iii) Capital Expenditures at the annual rate of $0.10 per leasable square foot of space at the Property.

“ U.S. Obligations ” shall mean non-redeemable securities evidencing an obligation to timely pay principal and/or interest in a full and timely manner that are direct obligations of the United States of America for the payment of which its full faith and credit is pledged.

“Vacant Space Master Lease ” shall have the meaning set forth in Section 3.1.19(a) hereof.

“ Vacant Space ” shall have the meaning set forth in Section 3.1.19(a) hereof.

“ Vacant Space Rent ” shall have the meaning set forth in Section 3.1.19(a) hereof.

Section 1.2.   Principles of Construction . All references to sections and schedules are to sections and schedules in or to this Agreement unless otherwise specified. All uses of the word “including” shall mean “including, without limitation” unless the context shall indicate otherwise. Unless otherwise specified, the words “hereof,” “herein” and “hereunder”

and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. Unless otherwise specified, all meanings attributed to defined terms herein shall be equally applicable to both the singular and plural forms of the terms so defined.

Section 2.1.   Loan Commitment; Disbursement to Borrower.

2.1.1   Agreement to Lend and Borrow .     Subject to and upon the terms and conditions set forth herein, Lender hereby agrees to make, and Borrower hereby agrees to borrow, the Loan on the Closing Date.

2.1.2   Single Disbursement to Borrower . Borrower may request and receive only one disbursement hereunder in respect of the Loan and any amount borrowed and repaid hereunder in respect of the Loan may not be reborrowed.

2.1.3   The Note, Pledge Agreement and Loan Documents .     The Loan shall be evidenced by the Note and secured by the Pledge Agreement and the other Loan Documents.

2.1.4   Use of Proceeds . Borrower shall use the proceeds of the Loan solely to (a) make an equity contribution to Mortgage Borrower in order to cause Mortgage Borrower to use such amounts for any use permitted pursuant to Section 2.1.4 of the Mortgage Loan Agreement, (b) pay costs and expenses incurred in connection with the closing of the Loan, as approved by Lender and (c) retain the balance, if any, and/or make upstream distributions to the Operating Partnership.

Section 2.2.   Interest Rate .

2.2.1   Interest Generally .     Subject to the provisions of Section 2.2.5 hereof and without limiting the terms thereof, interest on the Outstanding Principal Balance shall accrue from the Closing Date to but excluding the Maturity Date at the Applicable Interest Rate, and thereafter, if not paid in full, at the Default Rate.

2.2.2   Interest Calculation .     Interest on the Outstanding Principal Balance shall be calculated by multiplying (a) the actual number of days elapsed in the period for which the calculation is being made by (b) a daily rate based on a three hundred sixty (360) day year by (c) the Outstanding Principal Balance.

2.2.3   Determination of Interest Rate . (a)  The Applicable Interest Rate with respect to the Loan shall be: (i) LIBOR plus the Applicable Spread with respect to the applicable Interest Accrual Period for a LIBOR Loan or (ii) the Prime Rate plus the Prime Rate Spread for a Prime Rate Loan if the Loan is converted to a Prime Rate Loan pursuant to the provisions of Section 2.2.3(c) or (f) .

(b)   Subject to the terms and conditions of this Section 2.2.3 , the Loan shall be a LIBOR Loan and Borrower shall pay interest on the Outstanding Principal Balance at LIBOR plus the Applicable Spread for the applicable Interest Accrual Period. Any change in the rate of

interest hereunder due to a change in the Applicable Interest Rate shall become effective as of the opening of business on the first day on which such change in the Applicable Interest Rate shall become effective, with the understanding that LIBOR shall change only on a Determination Date as set forth in the definition of LIBOR. Each determination by Lender of the Applicable Interest Rate shall be conclusive and binding for all purposes, absent manifest error.

(c)   In the event that Lender shall have determined (which determination shall be conclusive and binding upon Borrower absent manifest error) that by reason of circumstances affecting the interbank eurodollar market, adequate and reasonable means do not exist for ascertaining LIBOR, then Lender shall forthwith give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) day prior to the last day of the related Interest Accrual Period. If such notice is given, the related outstanding LIBOR Loan shall be converted, on the last day of the then current Interest Accrual Period, to a Prime Rate Loan.

(d)   If, pursuant to the terms of this Agreement, any portion of the Loan has been converted to a Prime Rate Loan and Lender shall determine (which determination shall be conclusive and binding upon Borrower absent manifest error) that the event(s) or circumstance(s) which resulted in such conversion shall no longer be applicable, Lender shall give notice by telephone of such determination, confirmed in writing, to Borrower at least one (1) day prior to the last day of the related Interest Accrual Period. If such notice is given, the related outstanding Prime Rate Loan shall be converted to a LIBOR Loan on the last day of the then current Interest Accrual Period.

(e)   With respect to a LIBOR Loan, all payments made by Borrower hereunder shall be made free and clear of, and without reduction for or on account of, income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions, reserves or withholdings imposed, levied, collected, withheld or assessed by any Governmental Authority, which are imposed, enacted or become effective after the date hereof (such non-excluded taxes being referred to collectively as “ Foreign Taxes ”), excluding income and franchise taxes of the United States of America or any political subdivision or taxing authority thereof or therein (including Puerto Rico). If any Foreign Taxes are required to be withheld from any amounts payable to Lender hereunder, the amounts so payable to Lender shall be increased to the extent necessary to yield to Lender (after payment of all Foreign Taxes) interest or any such other amounts payable hereunder at the rate or in the amounts specified hereunder. Whenever any Foreign Tax is payable pursuant to applicable law by Borrower, as promptly as possible thereafter, Borrower shall send to Lender an original official receipt, if available, or certified copy thereof showing payment of such Foreign Tax. Borrower hereby indemnifies Lender for any incremental taxes, interest or penalties that may become payable by Lender which may result from any failure by Borrower to pay any such Foreign Tax when due to the appropriate taxing authority or any failure by Borrower to remit to Lender the required receipts or other required documentary evidence.

(f)   If any requirement of law or any change therein or in the interpretation or application thereof, shall hereafter make it unlawful for Lender to make or maintain a LIBOR Loan as contemplated hereunder (i) the obligation of Lender hereunder to make a LIBOR Loan or to convert a Prime Rate Loan to a LIBOR Loan shall be canceled forthwith and (ii) any outstanding LIBOR Loan shall be converted automatically to a Prime Rate Loan on the next

succeeding Payment Date or within such earlier period as required by law. Borrower hereby agrees promptly to pay Lender, upon demand, any additional amounts necessary to compensate Lender for any costs incurred by Lender in making any conversion in accordance with this Agreement, including, without limitation, any interest or fees payable by Lender to lenders of funds obtained by it in order to make or maintain the LIBOR Loan hereunder. Lender’s notice of such costs, as certified to Borrower, shall be conclusive absent manifest error.

(g)   In the event that any change in any requirement of law or in the interpretation or application thereof, or compliance by Lender with any request or directive (whether or not having the force of law) hereafter issued from any central bank or other Governmental Authority:

(i)   shall hereafter impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of Lender which is not otherwise included in the determination of LIBOR hereunder;

(ii)   shall hereafter have the effect of reducing the rate of return on Lender’s capital as a consequence of its obligations hereunder to a level below that which Lender could have achieved but for such adoption, change or compliance (taking into consideration Lender’s policies with respect to capital adequacy) by any amount deemed by Lender to be material; or

(iii)   shall hereafter impose on Lender any other condition and the result of any of the foregoing is to increase the cost to Lender of making, renewing or maintaining loans or extensions of credit or to reduce any amount receivable hereunder;

then, in any such case, Borrower shall promptly pay Lender, upon demand, any additional amounts necessary to compensate Lender for such additional cost or reduced amount receivable which Lender deems to be material as determined by Lender. If Lender becomes entitled to claim any additional amounts pursuant to this Section 2.2.3(g) , Lender shall provide Borrower with not less than ninety (90) days’ notice specifying in reasonable detail the event by reason of which it has become so entitled and the additional amount required to fully compensate Lender for such additional cost or reduced amount. A certificate as to any additional costs or amounts payable pursuant to the foregoing sentence submitted by Lender to Borrower shall be conclusive in the absence of manifest error. This provision shall survive payment of the Note and the satisfaction of all other obligations of Borrower under this Agreement and the Loan Documents.

(h)   Borrower agrees to indemnify Lender and to hold Lender harmless from any loss or expense which Lender sustains or incurs as a consequence of (i) any default by Borrower in payment of the principal of or interest on a LIBOR Loan, including, without limitation, any such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain a LIBOR Loan hereunder, (ii) any prepayment (whether voluntary or mandatory) of the LIBOR Loan on a day that (A) is not the Payment Date immediately following the last day of an Interest Accrual Period with respect thereto or (B) is the Payment Date immediately following the last day of an Interest Accrual Period with respect

thereto if Borrower did not give the prior notice of such prepayment required pursuant to the terms of this Agreement, including, without limitation, such loss or expense arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain the LIBOR Loan hereunder and (iii) the conversion (for any reason whatsoever, whether voluntary or involuntary) of the Applicable Interest Rate from LIBOR plus the Applicable Spread to the Prime Rate plus the Prime Rate Spread with respect to any portion of the Outstanding Principal Balance then bearing interest at LIBOR plus the Applicable Spread on a date other than the Payment Date immediately following the last day of an Interest Accrual Period, including, without limitation, such loss or expenses arising from interest or fees payable by Lender to lenders of funds obtained by it in order to maintain a LIBOR Loan hereunder (the amounts referred to in the preceding clauses (i), (ii) and (iii) are herein referred to collectively as the “ Breakage Costs ”); provided , however , that Borrower shall not indemnify Lender from any loss or expense arising from Lender’s willful misconduct or gross negligence. This provision shall survive payment of the Note in full and the satisfaction of all other obligations of Borrower under this Agreement and the other Loan Documents.

(i)   Lender shall not be entitled to claim compensation pursuant to this Section 2.2.3 for any Foreign Taxes, increased cost or reduction in amounts received or receivable hereunder, or any reduced rate of return, which was incurred or which accrued more than ninety (90) days before the date Lender notified Borrower of the change in law or other circumstance on which such claim of compensation is based and delivered to Borrower a written statement setting forth in reasonable detail the basis for calculating the additional amounts owed to Lender under this Section 2.2.3 , which statement shall be conclusive and binding upon all parties hereto absent manifest error.

2.2.4   Additional Costs . Lender will use reasonable efforts (consistent with legal and regulatory restrictions) to maintain the availability of the LIBOR Loan and to avoid or reduce any increased or additional costs payable by Borrower under Section 2.2.3 , including, if requested by Borrower, a transfer or assignment of the Loan to a branch, office or Affiliate of Lender in another jurisdiction, or a redesignation of its lending office with respect to the Loan, in order to maintain the availability of the LIBOR Loan or to avoid or reduce such increased or additional costs, provided that the transfer or assignment or redesignation (a) would not result in any additional costs, expenses or risk to Lender that are not reimbursed by Borrower and (b) would not be disadvantageous in any other respect to Lender as determined by Lender in its sole discretion.

2.2.5   Default Rate .     In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the Outstanding Principal Balance and, to the extent permitted by law, all accrued and unpaid interest in respect of the Loan and any other amounts due pursuant to the Loan Documents, shall accrue interest at the Default Rate, calculated from the date such payment was due without regard to any grace or cure periods contained herein.

2.2.6   Usury Savings .     This Agreement, the Note and the other Loan Documents are subject to the express condition that at no time shall Borrower be obligated or required to pay interest on the Outstanding Principal Balance at a rate which could subject Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If, by the terms of this Agreement or the other Loan Documents, Borrower is at any time required or obligated to

pay interest on the Outstanding Principal Balance at a rate in excess of the Maximum Legal Rate, the Applicable Interest Rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Legal Rate of interest from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

2.2.7   Interest Rate Cap Agreement . (a)  Prior to or contemporaneously with the Closing Date, Borrower shall enter into an Interest Rate Cap Agreement with a LIBOR strike price equal to the Strike Price. The Interest Rate Cap Agreement (i) shall be in a form and substance reasonably acceptable to Lender, (ii) shall be with an Acceptable Counterparty, (iii) shall direct such Acceptable Counterparty to deposit directly into the Mezzanine Cash Management Account any amounts due Borrower under such Interest Rate Cap Agreement so long as any portion of the Debt exists, provided that the Debt shall be deemed to exist if the Collateral is transferred by secured party sale or otherwise, (iv) shall be for a period equal to the term of the Loan and (v) shall have an initial notional amount equal to the principal balance of the Loan. Borrower shall collaterally assign to Lender, pursuant to the Collateral Assignment of Interest Rate Cap Agreement, all of its right, title and interest to receive any and all payments under the Interest Rate Cap Agreement, and shall deliver to Lender an executed counterpart of such Interest Rate Cap Agreement (which shall, by its terms, authorize the assignment to Lender and require that payments be deposited directly into the Mezzanine Cash Management Account).

(b)   Borrower shall comply with all of its obligations under the terms and provisions of the Interest Rate Cap Agreement. All amounts paid by the Counterparty under the Interest Rate Cap Agreement to Borrower or Lender shall be deposited immediately into the Mezzanine Cash Management Account. Borrower shall take all actions reasonably requested by Lender to enforce Lender’s rights under the Interest Rate Cap Agreement in the event of a default by the Counterparty and shall not waive, amend or otherwise modify any of its rights thereunder.

(c)   In the event that (i) the Strike Price is modified pursuant to clause (a) of the definition of Strike Price, or (ii) Borrower exercises the First Extension Option, the Second Extension Option or the Third Extension Option, or (iii) Lender notifies Borrower that the Counterparty no longer qualifies as an Acceptable Counterparty, Borrower shall replace, or shall cause the Counterparty to replace, the Interest Rate Cap Agreement with a Replacement Interest Rate Cap Agreement with a LIBOR strike price equal to the applicable Strike Price, (A) which Replacement Interest Rate Cap Agreement shall modify the strike price under the Interest Rate Cap Agreement to the applicable Strike Price in effect on such date (with respect to foregoing clause (i) ), (B) which Replacement Interest Rate Cap Agreement shall extend the maturity date set forth in the Interest Rate Cap Agreement to the Fixed Maturity Date (with respect to the foregoing clause (ii) ) prior to or on the commencement date of the First Extension Term, the Second Extension Term or the Third Extension Term, as the case may be, or (C) as required due to the occurrence of any of the events listed in the foregoing clause (iii) , not later than thirty (30)

days following receipt of notice from Lender of such downgrade, withdrawal or qualification. With respect to each Replacement Interest Rate Cap Agreement, Borrower shall deliver to Lender a Collateral Assignment of Interest Rate Cap Agreement in a form comparable to the Collateral Assignment of Interest Rate Cap Agreement entered into by Borrower as of the date of this Agreement and that has been acknowledged by the Acceptable Counterparty providing the Replacement Interest Rate Cap Agreement.

(d)   In the event that Borrower fails to purchase and deliver to Lender the Interest Rate Cap Agreement or fails to maintain the Interest Rate Cap Agreement in accordance with the terms and provisions of this Agreement, after two (2) Business Days prior written notice to Borrower if the Interest Rate Cap Agreement is being replaced pursuant to Section 2.2.7(c)(iii) hereof, Lender may purchase the Interest Rate Cap Agreement and the cost incurred by Lender in purchasing such Interest Rate Cap Agreement shall be paid by Borrower to Lender with interest thereon at the Default Rate from the date such cost was incurred by Lender until such cost is reimbursed by Borrower to Lender.

(e)   In connection with the Interest Rate Cap Agreement, Borrower shall obtain and deliver to Lender an opinion from counsel (which counsel may be in-house counsel for the Counterparty) for the Counterparty (upon which Lender and its successors and assigns may rely) which shall provide, in relevant part, that:

(i)   the Counterparty is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation and has the organizational power and authority to execute and deliver, and to perform its obligations under, the Interest Rate Cap Agreement;

(ii)   the execution and delivery of the Interest Rate Cap Agreement by the Counterparty, and any other agreement which the Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been and remain duly authorized by all necessary action and do not contravene any provision of its certificate of incorporation or by-laws (or equivalent organizational documents) or any law, regulation or contractual restriction binding on or affecting it or its property;

(iii)   all consents, authorizations and approvals required for the execution and delivery by the Counterparty of the Interest Rate Cap Agreement, and any other agreement which the Counterparty has executed and delivered pursuant thereto, and the performance of its obligations thereunder have been obtained and remain in full force and effect, all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with any governmental authority or regulatory body is required for such execution, delivery or performance; and

(iv)   the Interest Rate Cap Agreement, and any other agreement which the Counterparty has executed and delivered pursuant thereto, has been duly executed and delivered by the Counterparty and constitutes the legal, valid and binding obligation of the Counterparty, enforceable against the Counterparty in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights

generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

Section 2.3.   Loan Payment .

2.3.1   Interest Payments . Borrower shall pay to Lender (a) on the date hereof, an amount equal to interest only at the Applicable Interest Rate on the Outstanding Principal Balance from the Closing Date up to but not including the first Payment Date following the Closing Date, and (b) on each Payment Date thereafter up to and including the Maturity Date, an amount equal to interest only at the Applicable Interest Rate on the Outstanding Principal Balance for the applicable Interest Accrual Period (the “ Monthly Interest Payment ”).

2.3.2   Payments of Principal . In the event that the Alaris Long Term Extension Date shall not have occurred prior to the Initial Maturity Date and if the Mortgage Loan shall have been paid in full, commencing on April 9, 2007 and on each Payment Date thereafter, Borrower shall pay to Lender the Excess Cash Flow Principal Payment.

2.3.3   Payment on Maturity Date .     Borrower shall pay to Lender on the Maturity Date the Outstanding Principal Balance, all accrued and unpaid interest and all other amounts due hereunder and under the Note and the other Loan Documents.

2.3.4   Late Payment Charge .     If any principal, interest or any other sums due under the Loan Documents is not paid by Borrower by the date on which it is due, Borrower shall pay to Lender upon demand an amount equal to the lesser of five percent (5%) of such unpaid sum or the maximum amount permitted by applicable law, 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. Any such late payment charge shall be secured by the Pledge Agreement and the other Loan Documents to the extent permitted by applicable law.

2.3.5   Method and Place of Payment .     Except as otherwise specifically provided herein, all payments and prepayments under this Agreement and the Note shall be made to Lender not later than 1:00 P.M., New York City time, on the date when due and shall be made in lawful money of the United States of America in immediately available funds at Lender’s office or as otherwise directed by Lender, and any funds received by Lender after such time shall, for all purposes hereof, be deemed to have been paid on the next succeeding Business Day.

2.3.6   Payments Generally . For purposes of making payments hereunder, but not for purposes of calculating Interest Accrual Periods, if the day on which such payment is due is not a Business Day, then amounts due on such date shall be due on the immediately preceding Business Day. Lender shall have the right from time to time, in its sole discretion, upon not less than thirty (30) days prior written notice to Borrower, to change the Payment Date to a different calendar day each month which is not more than five (5) days earlier nor more than five (5) days later than the ninth day of each calendar month; provided, however, that if Lender shall have elected to change the Payment Date as aforesaid, Lender shall have the option, but not the obligation, to adjust the Interest Accrual Period accordingly. All amounts due pursuant to this

Agreement and the other Loan Documents shall be payable without setoff, counterclaim, defense or any other deduction whatsoever.

2.3.7   Alaris Lease Fee . If the Alaris Short Term Lease Extension Date shall not have occurred on or prior to September 1, 2005, Borrower shall pay to Lender on the Payment Date occurring in September, 2005, a fee in an amount equal to one percent (1%) of the original principal balance of the Loan (the “ Alaris Lease Fee ”), which Alaris Lease Fee shall not be applied to the payment of the Outstanding Principal Balance of the Loan.

Section 2.4.   Prepayments .

2.4.1   Voluntary Prepayments . Prior to the Lockout Release Date, the Outstanding Principal Balance may not be prepaid in whole or in part. On any Payment Date occurring on or after the Lockout Release Date, Borrower may, at its option and upon thirty (30) days prior written notice to Lender, prepay the Debt in whole but not in part (except for prepayment in part from any Net Liquidation Proceeds after Debt Service; provided, however, that any such prepayment is accompanied by (a) all interest which would have accrued on the amount of the Loan to be paid through and including the last day of the Interest Accrual Period related to the Payment Date next occurring following the date of such prepayment, or, if such prepayment occurs on a Payment Date, through and including the last day of the Interest Accrual Period related to such Payment Date; (b) the Prepayment Premium, if applicable; and (c) all other sums due and payable under this Agreement, the Note and the other Loan Documents, including, but not limited to, the Breakage Costs, if any, and, if an Event of Default has occurred, any late fees and default interest required to be paid by Borrower hereunder as a result thereof and all of Lender’s costs and expenses (including, without limitation, reasonable attorney’s fees and disbursements) incurred by Lender in connection with such prepayment. Notwithstanding anything to the contrary set forth in this Agreement, no prepayment shall be permitted from and including the day following any Payment Date through and including the next Determination Date succeeding such day. If the Prepayment Premium is due to Lender, Lender shall not be obligated to accept any prepayment unless it is accompanied by the Prepayment Premium due in connection therewith. Borrower shall have the right to revoke or rescind in writing any notice of prepayment any time on or before the prepayment date set forth in Borrower’s notice of prepayment provided that Borrower pays to Lender concurrently with each such revocation or rescission the sum of (i) all actual out-of-pocket costs and expenses incurred by Lender in connection with or as a result of such revocation or rescission, plus (ii) a fee in the amount of $25,000.00.

2.4.2   California Waiver . To the extent applicable, Borrower acknowledges that California Civil Code, Section 2954.10 provides, in part, as follows:

“An obligee which accelerates the maturity date of the principal and accrued interest, pursuant to contract, on any loan secured by a . . . deed of trust on real property . . ., upon the conveyance of any right, title or interest in that property, may not claim, exact or collect any charge, fee, or penalty for any prepayment resulting from that acceleration.”

“The provisions of this section shall not apply to [any] loan . . . in which the obligor has expressly waived, in writing, the right to repay in whole or part without penalty, or has expressly agreed, in writing, to the payment of a penalty for prepayment upon acceleration. For any loan executed on or after January 1, 1984, this waiver or agreement shall be separately signed or initialed by the obligor and its enforcement shall be supported by evidence of a course of conduct by the obligee of individual weight to the consideration in that transaction for the waiver or agreement.”

Borrower hereby waives any and all rights of Borrower under California Civil Code, Section 2954.10, as amended from time to time, including the right to prepay the principal owing under the Note or this Agreement without penalty prior to the Maturity Date and the right to raise California Civil Code, Section 2954.10 as a defense to Lender claiming, exacting and collecting any prepayment fee or prepayment premium or any other amount owing by Borrower under the Note, this Agreement, the Pledge Agreement or any other Loan Documents.

2.4.3   Prepayments After Default .     If after the occurrence and during the continuance of an Event of Default, payment of all or any part of the Debt is tendered by Borrower or otherwise recovered by Lender (including through application of any Reserve Funds), such tender or recovery shall be deemed (a) to have been made on the next occurring Payment Date together with the monthly Debt Service amount calculated at the Default Rate, and (b) if such tender or recovery occurs prior to the Lockout Release Date, a voluntary prepayment by Borrower in violation of the prohibition against prepayment set forth in Section 2.4.1 and Borrower shall pay, in addition to the Debt, an amount equal to five percent (5%) of the Outstanding Principal Balance to be prepaid or satisfied.

2.4.4   Liquidation Events . (a)  In the event of (i) any Casualty to all or any all or any portion of the Property, (ii) any Condemnation of all or any portion of the Property, (iii) a Transfer of the Property, other than a Transfer in accordance with Section 5.2.10(f) pursuant to which the Loan is assumed by the transferee, (iv) any refinancing of the Property or the Mortgage Loan, or (v) the receipt by Mortgage Borrower of any excess proceeds realized under its owner’s title insurance policy after application of such proceeds by Mortgage Borrower to cure any title defect (each, a “ Liquidation Event ”), Borrower shall cause the related Net Liquidation Proceeds After Debt Service to be deposited directly into the Mezzanine Cash Management Account. On each date on which Lender actually receives a distribution of Net Liquidation Proceeds After Debt Service, Borrower shall prepay the Outstanding Principal Balance in an amount equal to one hundred percent (100%) of such Net Liquidation Proceeds After Debt Service, together with interest that would have accrued on such amount through the next Payment Date. Any amounts of Net Liquidation Proceeds After Debt Service in excess of the Debt shall be paid to Borrower. Any prepayment received by Lender pursuant to this Section 2.4.4(a) on a date other than a Payment Date shall be held by Lender as collateral security for the Loan in an interest bearing account, with such interest accruing to the benefit of Borrower, and shall be applied by Lender on the next Payment Date. Other than following an

Event of Default, no Prepayment Premium shall be due in connection with any prepayment made pursuant to this Section 2.4.4(a)(i) or (ii) .

(b)   Borrower shall immediately notify Lender of any Liquidation Event once Borrower has knowledge of such event. Borrower shall be deemed to have knowledge of (i) a sale (other than a foreclosure sale) of the Property on the date on which a contract of sale for such sale is entered into, and a foreclosure sale, on the date notice of such foreclosure sale is given, and (ii) a refinancing of the Property, on the date on which a commitment for such refinancing has been entered into. The provisions of this Section 2.4.4 shall not be construed to contravene in any manner the restrictions and other provisions regarding refinancing of the Mortgage Loan or Transfer of the Property set forth in this Agreement, the other Loan Documents and the Mortgage Loan Documents.

Section 2.5.   Release of Collateral . (a)  Except as set forth in this Section 2.5 , no repayment or prepayment of all or any portion of the Note shall cause, give rise to a right to require, or otherwise result in, the release or assignment of any Lien of the Pledge Agreement on the Collateral.

(b)   Lender shall, upon the written request and at the expense of Borrower, upon payment in full of all principal and interest due on the Loan and all other amounts due and payable under the Loan Documents in accordance with the terms and provisions of the Note, this Agreement and the other Loan Documents, release the Lien of the Pledge Agreement on the Collateral or assign the Note and Pledge Agreement, each without recourse, covenant or warranty of any nature, express or implied, to a new lender designated by Borrower.

(c)   In connection with the release of the Lien of the Pledge Agreement and all other Collateral, Borrower shall submit to Lender, not less than thirty (30) days prior to the Payment Date on which Borrower intends to pay the Loan in full, a release of Lien (and related Loan Documents) for the Collateral for execution by Lender. Such release shall be in a form appropriate in each jurisdiction in which the Collateral is located and that would be satisfactory to a prudent lender.

Section 2.6.   Cash Management .

2.6.1   Lockbox Account . (a)  During the term of the Loan, Borrower shall cause Mortgage Borrower to establish and maintain an account (the “ Lockbox Account ”) with Lockbox Bank in trust for the benefit of Mortgage Lender, which Lockbox Account shall be under the sole dominion and control of Mortgage Lender pursuant to and in accordance with the Mortgage Loan Documents.

(b)   Borrower shall cause Mortgage Borrower and/or Manager to, deliver irrevocable written instructions to all tenants under Leases to deliver all Rents payable thereunder directly to the Lockbox Account. Borrower shall cause Mortgage Borrower and Manager to, deposit all amounts received by Mortgage Borrower or Manager constituting Rents into the Lockbox Account within one (1) Business Day after receipt thereof.

(c)   Borrower shall cause Mortgage Borrower to obtain from Lockbox Bank its agreement that Lockbox Bank shall transfer to the Cash Management Account in immediately

available funds by federal wire transfer all amounts on deposit in the Lockbox Account once every Business Day.

(d)   The Lockbox Account shall be an Eligible Account and shall not be commingled with other monies held by Mortgage Borrower or Lockbox Bank.

(e)   Borrower shall not permit or cause Mortgage Borrower to further pledge, assign or grant any security interest in the Lockbox Account or the monies deposited therein or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, or any UCC-1 Financing Statements, except those naming Mortgage Lender as the secured party, to be filed with respect thereto.

2.6.2   Cash Management Account . During the term of the Loan, Borrower shall cause Mortgage Borrower to establish and maintain a segregated Eligible Account (the “ Cash Management Account ”) pursuant to the Mortgage Loan Documents to be held by and in trust for the benefit of Mortgage Lender, which Cash Management Account shall be under the sole dominion and control of Mortgage Lender. Borrower shall not cause or permit Mortgage Borrower in any way to alter or modify the Cash Management Account and will notify Lender of the account number thereof. Mortgage Lender shall have the sole right to make withdrawals from the Cash Management Account to be applied in accordance with the Mortgage Loan Documents. All costs and expenses for establishing and maintaining the Cash Management Account shall be paid by Mortgage Borrower. So long as the Mortgage Loan is outstanding, on each Payment Date, Borrower shall cause Mortgage Borrower to enforce the cash distribution priorities and procedures set forth in Section 2.6.2 of the Mortgage Loan Agreement. Borrower shall direct or cause Mortgage Borrower to direct that all cash distributions from the Cash Management Account to be paid to Mortgage Borrower in accordance with the Cash Management Agreement (including the Net Liquidation Proceeds After Debt Service) be deposited into the Mezzanine Cash Management Account.

2.6.3   Mezzanine Cash Management Account . (a)  During the term of the Loan, Borrower shall establish and maintain a segregated Eligible Account (the “ Mezzanine Cash Management Account ”) to be held in trust and for the benefit of Lender, which Mezzanine Cash Management Account shall be under the sole dominion and control of Lender. The Mezzanine Cash Management Account shall be entitled “MP - Wateridge Plaza Mezzanine, LLC as Borrower for the benefit of Nomura Credit & Capital, Inc., its successors and assigns, as Lender, pursuant to Loan Agreement dated as of March 15, 2005 - Mezzanine Cash Management Account”. Borrower hereby grants to Lender a first priority security interest in the Mezzanine Cash Management Account and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to maintain in favor of Lender a perfected first priority security interest in the Mezzanine Cash Management Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the Mezzanine Cash Management Account. Lender shall have the sole right to make withdrawals from the Mezzanine Cash Management Account and all costs and expenses for establishing and maintaining the Mezzanine Cash Management Account shall be paid by Borrower.

(b)   The insufficiency of funds on deposit in the Mezzanine Cash Management Account shall not relieve Borrower from the obligation to make any payments, as and when due pursuant to this Agreement and the other Loan Documents, and such obligations shall be separate and independent, and not conditioned on any event or circumstance whatsoever.

2.6.4   Disbursements from Mezzanine Cash Management Account .

(a)   So long as the Mortgage Loan is outstanding and provided no Event of Default shall have occurred and be continuing, on each Payment Date (or if such Payment Date is not a Business Day, on the immediately preceding Business Day) all funds on deposit in the Mezzanine Cash Management Account shall be applied by Lender to the payment of the following items in the order indicated, in each case to the extent sufficient funds remain therefor:

(i)   First, to Lender to pay the Monthly Interest Payment payable on such Payment Date and all then delinquent interest on the Loan computed at the Applicable Interest Rate;

(ii)   Second, to Lender to pay all other amounts then due and payable under the Loan Documents other than the Excess Cash Flow Principal Payment; and

(iii)   Third, amounts remaining in the Mezzanine Cash Management Account, if any, on any Payment Date after making the distributions set forth in Section 2.6.4(a)(i) and (ii) hereof shall be disbursed on the second Business Day following such Payment Date to Borrower.

(b)   Upon repayment in full of the Mortgage Loan, if the Loan or any portion thereof is outstanding, Borrower shall cause Mortgage Borrower to amend the agreement with the Lockbox Bank to provide that the Lockbox Bank shall transfer to the Mezzanine Cash Management Account (rather than the Mortgage Cash Management Account) in immediately available funds by federal wire transfer all amounts on deposit in the Lockbox Account on the last Business Day of each week throughout the term of the Loan. In addition, in such event, all sums on deposit in the Mortgage Cash Management Account shall be transferred to the Mezzanine Cash Management Account, whereupon any such funds constituting Mortgage Loan Reserve Funds shall be deposited in the corresponding Reserve Fund established pursuant to this Agreement, with any other funds being disbursed as hereinafter provided. In such event, provided no Event of Default shall have occurred and be continuing, on each Payment Date (or if such Payment Date is not a Business Day, on the immediately preceding Business Day) all funds on deposit in the Mezzanine Cash Management Account shall be applied by Lender to the payment of the following items in the order indicated, in each case to the extent sufficient funds remain therefor:

(i)   First, payments in respect of the Tax and Insurance Escrow Funds in accordance with the terms and conditions of Section 7.2 hereof;

(ii)   Second, to Lender to pay the Monthly Interest Payment payable on such Payment Date and all then delinquent interest on the Loan computed at the Applicable Interest Rate;

(iii)   Third, payment to Lender of (or reimbursement of Lender for) any reasonable miscellaneous fees or expenses (including, without limitation, any “protective advances” made by Lender in respect of the Loan) then due and payable pursuant to the terms of the Loan Documents;

(iv)   Fourth, to Lender to pay all other amounts then due and payable under the Loan Documents, other than the Excess Cash Flow Principal Payment;

(v)   Fifth, payments for monthly Cash Expenses incurred (A) until such time as there shall exist an applicable Approved Annual Budget, pursuant to a written request for payment submitted by Borrower to Lender specifying the individual Cash Expenses, which request and the requested Cash Expenses shall be in form and substance reasonably acceptable to Lender in its sole discretion or (B) after such time as there shall exist an Approved Annual Budget, in accordance with the Approved Annual Budget pursuant to a written request for payment submitted by Borrower to Lender specifying the individual Cash Expenses, which request shall be in a form reasonably acceptable to Lender;

(vi)   Sixth, payments for Extraordinary Expenses reasonably approved by Lender, if any;

(vii)   Seventh, during the existence of an Alaris Sweep Period, but after the Initial Maturity Date, only if the Additional Extension Conditions shall have been satisfied prior to the Initial Maturity Date, payment of all amounts remaining in the Mezzanine Cash Management Account after payment of amounts required to fully fund items (i) through (vi) above (the “Excess Cash Flow” ) into the Alaris Reserve Account;

(viii)   Eighth, in the event that the Additional Extension Conditions have not been satisfied prior to the Initial Maturity Date, and whether or not such Additional Extension Conditions shall have been satisfied thereafter, all Excess Cash Flow (“the “ Excess Cash Flow Principal Payment ”) shall be applied throughout the First Extension Term, the Second Extension Term and the Third Extension Term to prepay the Outstanding Principal Balance of the Loan.; and

(ix)   Ninth, amounts remaining in the Mezzanine Cash Management Account, if any, on any Payment Date after making the distributions set forth in Section 2.6.4(b)(i) through (viii) hereof shall be disbursed on the second Business Day following such Payment Date to Borrower.

(c)   Notwithstanding the foregoing, following the occurrence and during the continuance of an Event of Default, all funds on deposit in the Mezzanine Cash Management Account may be applied by Lender in such order and priority as Lender shall determine.

(d)   Notwithstanding anything to the contrary contained in this Agreement and the other Loan Documents, and provided no Event of Default has occurred and is continuing, Borrower’s obligations with respect to the monthly payment of Debt Service and amounts due for the Tax and Insurance Escrow Funds and any other payment reserves established pursuant to this Agreement or any other Loan Document shall be deemed satisfied to the extent sufficient amounts are deposited in the Mezzanine Cash Management Account to satisfy such obligations on the dates each such payment is required, regardless of whether any of such amounts are so applied by Lender.

Section 2.7.   Extension of Maturity Date . 

2.7.1   First Extension Option . Borrower shall have the right to extend the Initial Maturity Date to the First Extended Maturity Date (the “ First Extension Option ”; and the period commencing on the Initial Maturity Date and ending on the First Extended Maturity Date being referred to herein as the “ First Extension Term ”), provided that all of the following requirements are satisfied:

(a)   Borrower delivers written irrevocable notice to Lender not more than ninety (90) days and not less than thirty (30) days prior to the Initial Maturity Date advising that Borrower is exercising the First Extension Option;

(b)   No Default, Mortgage Loan Default, Event of Default or Mortgage Loan Event of Default exists as of the date Borrower exercises the First Extension Option and as of the commencement date of the First Extension Term;

(c)   If the Interest Rate Cap Agreement is scheduled to mature prior to the First Extended Maturity Date, Borrower shall obtain, deliver and assign the benefit thereof to Lender not later than one (1) Business Day immediately preceding the first day of the First Extension Term, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement shall (i) be effective commencing on the first day of the First Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the First Extended Maturity Date;

(d)   Borrower shall have extended the term of the Mortgage Loan, if the Mortgage Loan is still outstanding, to a maturity date not earlier than the First Extended Maturity Date in accordance with the terms of the Mortgage Loan Agreement;

(e)   Both (i) the Additional Extension Conditions shall have been satisfied (except as set forth in clause (h) below), and (ii) substantially all of the 51,519 square feet of space currently leased to Quintiles, Inc. (the " Quintiles Space ") has been leased to tenants approved by Lender in its reasonable discretion pursuant to Leases approved by Lender in its reasonable discretion for a minimum of two (2) years beyond the First Extended Maturity Date, and Lender has received evidence reasonably acceptable to Lender (which evidence shall include tenant estoppel certificates executed by the applicable tenants addressing, among other things, the following matters in form and substance reasonably acceptable to Lender, that (A) such

Lease is in full force and effect and no default by the landlord or the tenant is continuing under any such Lease, and (B) such tenants are in occupancy of their demised premises, and have commenced paying full unabated Rent); provided , however , that the foregoing condition set forth in this clause (e)(ii) (but not clause (e)(i) ) shall be deemed satisfied if, as of the Initial Maturity Date, the Underwritten Debt Service Coverage Ratio (which shall be calculated excluding Rents payable under the Vacant Space Master Lease) is greater than 1.10:1.0;

(f)   Borrower executes and delivers to Lender an amendment to this Agreement, reasonably acceptable to Lender in all respects, which confirms the date to which the Initial Maturity Date has been extended (without any other amendments or confirmations);

(g)   Borrower reimburses Lender for all costs and expenses reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expenses; and

(h)   In the event that the Additional Extension Conditions have not been satisfied prior to the Initial Maturity Date, the following additional terms and conditions shall apply:

(i)   Borrower shall pay to Lender on the Initial Maturity Date, an extension fee equal to three-eighths of one percent (0.375%) of the Outstanding Principal Balance of the Loan;

(ii)   the Applicable Interest Rate for the First Extension Term shall be the greater of the Applicable Interest Rate determined in accordance with Section 2.2.3 hereof or the Minimum Extension Interest Rate;

(iii)   all Excess Cash Flow during the First Extension Term shall be applied to pay the Outstanding Principal Balance of the Loan in accordance with the provisions of Section 2.6.4(b)(viii) ; and

(iv)   the Vacant Space Master Lease shall be in full force and effect and shall demise the Alaris Space to the Operating Partnership in accordance with the terms and conditions of Sections 3.1.19(a) and (b) hereof.

2.7.2   Second Extension Option . Provided Borrower has properly exercised the First Extension Option, Borrower shall have the right to extend the First Extended Maturity Date to the Second Extended Maturity Date (the “ Second Extension Option ”; and the period commencing on the First Extended Maturity Date and ending on the Second Extended Maturity Date being referred to herein as the “ Second Extension Term ”), provided that all of the following requirements are satisfied:

(a)   Borrower delivers written irrevocable notice to Lender not more than ninety (90) days and not less than thirty (30) days prior to the First Extended Maturity Date advising that Borrower is exercising the Second Extension Option;

(b)   No Default, Mortgage Loan Default, Event of Default or Mortgage Loan Event of Default exists as of the date Borrower exercises the Second Extension Option and as of the commencement date of the Second Extension Term;

(c)   If the Interest Rate Cap Agreement is scheduled to mature prior to the Second Extended Maturity Date, Borrower shall obtain, deliver and assign the benefits thereof to Lender not later than one (1) Business Day immediately preceding the first day of the Second Extension Term, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement shall (i) be effective commencing on the first day of the Second Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the Second Extended Maturity Date;

(d)   Borrower shall have extended the term of the Mortgage Loan to a maturity date not earlier than the Second Extended Maturity Date in accordance with the terms of the Mortgage Loan Agreement;

(e)   Both (i) the Additional Extension Conditions shall have been satisfied (except as set forth in clause (h) below) and (ii) substantially all of the Quintiles Space has been leased to tenants approved by Lender in its reasonable discretion pursuant to Leases and otherwise approved by Lender in its reasonable discretion for a minimum of two (2) years beyond the Second Extended Maturity Date, and Lender has received evidence reasonable acceptable to Lender (which evidence shall include tenant estoppel certificates executed by the applicable tenants addressing, among other things, the following matters in form and substance reasonably acceptable to Lender), that (A) such Lease is in full force and effects and no default by the landlord or the tenant is continuing under any such Lease, and (B) such tenants are in occupancy of their demised premises, and have commenced paying full unabated Rent; provided , however , that the foregoing condition set forth in this clause (e)(ii) (but not clause (e)(i) ) shall be deemed satisfied if, as of the First Extended Maturity Date, the Underwritten Debt Service Coverage Ratio (which shall be calculated excluding Rents payable under the Vacant Space Master Lease) is greater than 1.10:1.0;

(f)   Borrower executes and delivers to Lender an amendment to this Agreement, reasonably acceptable to Lender in all respects, which confirms the date to which the First Extended Maturity Date has been extended (without any other amendments or confirmations);

(g)   Borrower reimburses Lender for all costs and expenses reasonably incurred by Lender in processing the extension request, including, without limitation, reasonable legal fees and expenses; and

(h)   In the event that the Additional Extension Conditions have not been satisfied prior to the Initial Maturity Date, the following additional terms and conditions shall apply:

(i)   Borrower shall pay to Lender on the First Extended Maturity Date, an extension fee equal to three-eighths of one percent (0.375%) of the Outstanding Principal Balance of the Loan;

(ii)   the Applicable Interest Rate for the Second Extension Term shall be the greater of the Applicable Interest Rate determined in accordance with Section 2.2.3 hereof or the Minimum Extension Interest Rate;

(iii)   all Excess Cash Flow during the Second Extension Term shall be applied to pay the Outstanding Principal Balance of the Loan in accordance with the provisions of Section 2.6.4(b)(viii) ; and

(iv)   the Vacant Space Master Lease shall be in full force and effect and shall demise the Alaris Space to the Operating Partnership in accordance with the terms and conditions of Sections 3.1.19(a) and (b) hereof.

2.7.3   Third Extension Option . Provided Borrower has properly exercised the First Extension Option and the Second Extension Option, Borrower shall have the right to extend the Second Extended Maturity Date to the Third Extended Maturity Date (the “ Third Extension Option ”; and the period commencing on the Second Extended Maturity Date and ending on the Third Extended Maturity Date being referred to herein as the “ Third Extension Term ”), provided that all of the following requirements are satisfied:

(a)   Borrower delivers written irrevocable notice to Lender not more than ninety (90) days and not less than thirty (30) days prior to the Second Extended Maturity Date advising that Borrower is exercising the Third Extension Option;

(b)   No Default, Mortgage Loan Default, Event of Default or Mortgage Loan Event of Default exists as of the date Borrower exercises the Third Extension Option and as of the commencement date of the Third Extension Term;

(c)   If the Interest Rate Cap Agreement is scheduled to mature prior to the Third Extended Maturity Date, Borrower shall obtain, deliver and assign the benefits thereof to Lender not later than one (1) Business Day immediately preceding the first day of the Third Extension Term, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty, which Replacement Interest Rate Cap Agreement shall (i) be effective commencing on the first day of the Third Extension Term, (ii) have a LIBOR strike price equal to the applicable Strike Price, and (iii) have a maturity date not earlier than the Third Extended Maturity Date;

(d)   Borrower shall have extended the term of the Mortgage Loan to a maturity date not earlier than the Third Extended Maturity Date in accordance with the terms of the Mortgage Loan Agreement;

(e)   Both (i) the Additional Extension Conditions shall have been satisfied (except as set forth in clause (h) below), and (ii) substantially all of the Quintiles Space has been leased to tenants approved by Lender in its reasonable discretion pursuant to Leases approved by Lender in its reasonable discretion for a minimum of two (2) years beyond the Third Extended