Anatomy of TISHMAN SPEYER Real Estate Racketeering Scheme: MORTGAGE AGREEMENT "Stuyvesant Town"

AMENDED AND RESTATED MEZZANINE 1 LOAN AGREEMENT

Dated as of February 16, 2007,

. By and Among

PCV ST MEZZ 1 LP and ST MEZZ 1 LPas Borrower

and

WACHOVIA BANK, NATIONAL ASSOCIATIONas Co-Lender

and

MERRILL LYNCH MORTGAGE LENDING, INC.as Co-Lender

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Section 1.01

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

Certain Definitions 2

ARTICLE II

REPRESENTA TIONS, WARRANTIES AND COVENANTS OF BORROWER

Section 2.01Section 2.02Section 2.03Section 2.04Section 2.05Section 2.06Section 2.07Section 2.08Section 2.09Section 2.10Section 2.11Section 2.12

Section 3.01Section 3.02Section 3.03Section 3.04Section 3.05Section 3.06Section 3.07

Section 4.01Section 4.02

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Payment of Debt 35Representations, Warranties and Covenants of Borrower 35Further Acts, etc 47Costs, etc 48Representations and Warranties as to the Property 48Removal of Lien 54Cost of Defending and Upholding the Lien of the Loan Documents 55Use of the Property 55Financial Reports 55Litigation 58Joint Venture Documents 58Tenant Direction Letters 59

ARTICLE III

INSURANCE AND CASUALTY RESTORATION

Insurance Coverage 59Policy Terms - 61Assignment of Policies 62Casualty Restoration 64Compliance with Insurance Requirements 68Event of Default During Restoration 69Application of Proceeds to Debt Reduction 70

ARTICLEN

IMPOSITIONS I

Payment of Impositions, Utilities and Taxes, etc 70Deduction from Value 71

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Section 4.03Section 4.04Section 4.05Section 4.06

Section 5.01Section 5.02Section 5.03Section 5.04Section 5.05Section 5.06Section 5.07Section 5.08Section 5.09Section 5.10Section 5.11Section 5.12Section 5.13Section 5.14

Section 6.01


No Joint Assessment : 71Right to Contest. 71No Credits on Account of the Debt.. 72Documentary Stamps 73

ARTICLE V

CENTRAL CASH MANAGEMENT

Cash Flow 73Establishment of Accounts 74Interest on Reserve Funds 75Intentionally Omitted 75Monthly Funding of Sub-Accounts 75Payment of Basic Carrying Costs 76Intentionally Deleted 77Recurring Replacement Reserve Sub-Account. 77Operation and Maintenance Expense Sub-Accounts 78Intentionally Deleted 78General Reserve Sub-Account 78Working Capital Reserve 79Loss Proceeds c ...••..•.•...•.. 79Permitted Distributions 81

ARTICLE VI

CONDEMNATION

Condemnation 81

ARTICLE VII

LEASES AND RENTS

Assignment 84Management of Property 85

ARTICLE VIII

MAINTENANCE AND REPAIR

Section 8.01 Maintenance and Repair of the Property; Alterations; Replacement ofEquipment 87

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Section 9.0 ISection 9.02Section 9.03Section 9.04

ARTICLE IX

TRANSFER OR ENCUMBRANCE OF THE PROPERTY

Other Encumbrances 89No Transfer 89Due on Sale 90Permitted Transfer 90

ARTICLE X

CERTIFICATES

Section 10.01 Estoppel Certificates 92

ARTICLE XI

NOTICES

Section 11.01 Notices 93

ARTICLEXn

INDEMNIFICATION

Section 12.01 Indemnification Covering Property 94

Section 13.01Section 13.02Section 13.03Section 13.04Section 13.05Section 13.06Section 13.07Section 13.08Section 13.09Section 13.10Section 13.11Section 13.12Section 13.13

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ARTICLEXm

DEFAULTS

Events of Default. 96Remedies 98Payment of Debt After Default 101Possession of the Property 102Interest After Default 102Borrower's Actions After Default.. 102Control by Lender After Default.. 102Right to Cure Defaults 103Late Payment Charge 103Recovery of Sums Required to Be Paid 103Marshalling and Other Matters : 104Tax Reduction Proceedings 104General Provisions Regarding Remedies 104

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ARTICLE XIV

COMPLIANCE WITH REQUIREMENTS

Compliance with Legal Requirements 105Compliance with Recorded Documents; No Future Grants 106

ARTICLE XV

PREP AYMENT; APPLICATION OF PAYMENTS

Prepayment 106Application of Payments 106

ARTICLE XVI

ENVIRONMENTAL COMPLIANCE

Covenants, Representations and Warranties 106Environmental Indemnification 109

ARTICLE XVII

ASSIGNMENTS

Section 17.01 Participations and Assignments 110

Section 18.01Section 18.02Section 18.03Section 18.04Section 18.05Section 18.06Section 18.07Section 18.08Section 18.09Section 18.10Section 18.11Section 18.12Section 18.13Section 18.14-Section 18.15

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ARTICLE XVIII

MISCELLANEOUS

Right of Entry 110Cumulative Rights 110Brokers 111Exhibits Incorporated 111Severable Provisions 111Duplicate Originals IIINo Oral Change 111Waiver of Counterclaim, Etc 111Headings; Construction of Documents; etc 112Sole Discretion of Lender 112Waiver of Notice 112Covenants Run with the Land 112Applicable Law 112Security Agreement 112Actions and Proceedings 114

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Section 18.16Section 18.17Section 18.18Section 18.19Section 18.20Section 18.21Section 18.22Section 18.23Section 18.24Section 18.25Section 18.26Section 18.27Section 18.28Section 18.29Section 18.30Section 18.31Section 18.32Section 18.33Section 18.34Section 18.35Section 18.36Section 18.37

Section 19.01Section 19.02Section 19.03

EXIDBITS

EXHIBIT AEXHIBITBEXHIBITCEXHIBITDEXHIBITEEXHIBITFEXHIBITGEXHIBITHEXHIBIT IEXHIBIT JSCHEDULE 2.02(0)

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Usury Laws 114Remedies of Borrower 114Offsets, Counterclaims and Defenses 115No Merger 115Restoration of Rights 115Waiver of Statute of Limitations 115Advances 115Application of Default Rate Not a Waiver. 116Intervening Lien 116No Joint Venture or Partnership 116Time of the Essence 116Borrower's Obligations Absolute 116Publicity 116Sale, Assignment, Participation; Dissemination of Information 117Securitization Cooperation 117Securitization Indemnification 120Exculpation 123Servicing 124Co-Lenders 125Intentionally Omitted 125Book Entry System 125Payments Without Deductions; Withholding Taxes; Withholding

Certificates 125

ARTICLE XIXRELEASES AND SUBORDlNATE FlNANClNG

Releases of Release Assets 126Subordinate Financing 129Releases of Casualty Parcels and Condemnation Parcels and

Development Rights 132

Disclosure ScheduleSummary Of ReservesCash Flow StatementReservedReservedEnvironmental ReportsPari Passu Debt Co-Lender AgreementReservedLegal Description of Stuyvesant TownLegal Description of Peter Cooper VillagePending Litigation

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THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT(this "Loan Agreement") is made as of the 16th day of February, 2007, between PCV STOWNER LP, a Delaware limited partnership ("PCV Borrower") and ST OWNER LP, aDelaware limited partnership ("ST Borrower"; which together with PCV Borrower is hereinafterreferred to individually or collectively, as the context may require, as "Borrower"), each havingits chief executive office at c/o Tishman Speyer Properties, L.P., 45 Rockefeller Center, NewYork, New York 10111, WACHOVIA BANK, NATIONAL ASSOCIATION ("Wachovia"),having an address at Wachovia Bank, National Association, Commercial Real Estate Services,8739 Research Drive URP 4, NC-1075, Charlotte, North Carolina 28262 and MERRILLLYNCH MORTGAGE LENDING, INe. ("Merrill") having an address at 4 World FinancialCenter, 10th Floor, New York, New York 10080 (each of Merrill and Wachovia are a "Co-Lender" and are collectively referred to as "Lender").

WHEREAS, Lender has made the Loan (as hereinafter defined) to PCV Borrowerpursuant to that certain Loan and Security Agreement, dated as of November 17, 2006, betweenPCV Borrower and Lender (the "Original Loan Agreement");

WHEREAS, on the date hereof, PCV Borrower is transferring Stuyvesant Town,which is more particularly described on Exhibit I attached hereto (the "Distributed Property"), toST Borrower, which transfer shall be deemed a distribution of the Distributed Property (throughdeemed distributions to each of the PCV Mezzanine Borrowers) to PCV ST Nominee HoldingsLP (such deemed distributions, collectively, the "Distribution") and immediately following theDistribution on the date hereof, PCV ST Nominee Holdings LP shall be deemed to havecontributed the Distributed Property to ST Bridge Mezz LP (through deemed contributions toeach of the ST Mezzanine Borrowers) to the ST Borrower (such deemed contributions,collectively, the "Contribution");

WHEREAS, the Distributed Property is and will remain subject to the Lien of theMortgage;

WHEREAS, in consideration for the Contribution, ST Borrower is herebyassuming, and becoming jointly and severally liable with PCV Borrower for, all of theobligations of PCV Borrower under the Loan;

WHEREAS, in order to, among other things, reflect that ST Borrower hasassumed the Loan as a co-borrower with PCV Borrower, Lender and Borrower have agreed toenter into this Agreement in order to amend and restate the Original Loan Agreement and theOriginal Notes (as hereinafter defined) in their entirety;

WHEREAS, Borrower and Lender intend these recitals to be a material part ofthis Loan Agreement; and

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WHEREAS, all things necessary to make this Loan Agreement the valid andlegally binding obligation of Borrower in accordance with its terms, for the uses and purposesherein set forth, have been done and performed.

NOW THEREFORE, in consideration of permitting the Distribution andContribution and the covenants, agreements, representations and warranties set forth in thisAgreement, the parties hereto hereby covenant, agree, represent and warrant that the terms andprovisions of the Original Loan Agreement are hereby amended and restated in their entirety tohereinafter read and provide as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Certain Definitions.

For all purposes of this Loan Agreement, except as otherwise expressly providedor unless the context clearly indicates a contrary intent:

(i) the capitalized terms defined in this Section have the meanings assigned tothem in this Section, and include the plural as well as the singular;

(ii) all accounting terms not otherwise defined herein have the meaningsassigned to them in accordance with GAAP; and

(Hi) the words "herein", "hereof', and "hereunder" and other words of similarimport refer to this Loan Agreement as a whole and not to any particular Section or othersubdivision.

"Accrual Interest" shall mean interest that accrued during an Accrual ElectionPeriod pursuant to Section 2.01(a) of the Mezzanine 10 Note and/or Mezzanine 11 Note (asapplicable) and is unpaid.

"Adjusted Net Cash Flow" shall mean Pro-Fonna Net Operating Incomeprojected over the twelve (12)-month period subsequent to the date of calculation less (a) withrespect to the period from the Closing Date through December 31, 2010, the estimated cost ofCapital Expenditures for the same period and (b) from and after January 1, 2011, an amountequal to $250.00 per rental unit for each such twelve (12) month period, provided, that, thedeductions in clauses (a) and (b) shall not be taken to the extent of amounts already on deposit(not to exceed $60,000,000) in the Recurring Replacement Reserve Sub-Account for thepayment of such expenses plus any amounts on deposit in the General Reserve Sub-Account thatBorrower notifies Lender that it has specifically allocated for the payment of CapitalExpenditures (such amount not to exceed $125,000,000). The Adjusted Net Cash Flow shall becalculated by Borrower and shall be subject to the review and approval of Lender, whichapproval shall not be unreasonably withheld, conditioned or delayed.

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"Affiliate" of any specified Person shall mean any other Person directly orindirectly Controlling or Controlled by or under direct or indirect common Control with suchspecified Person.

"Aggregate Loan Amount" shall mean the Loan Amount on the Closing Date plusthe aggregate principal balance of the Mezzanine Loans on the Closing Date.

"Allocated Loan Amount" shall mean (a) with respect to Stuyvesant Town,$2,320,754,717.05 and (b) with respect to Peter Cooper Village, $679,245,282.95.

"Annual Budget" shall mean an annual budget for each Individual Propertysubmitted by applicable Borrower to Lender in accordance with the terms of Section 2.09 hereof.

"Appraisal" shall mean the appraisal of the Property and all supplemental reportsor updates thereto previously delivered to Lender in connection with the Loan.

"Appraiser" shall mean the Person who prepared the Appraisal.

"Approved Annual Budget" shall mean each Annual Budget or, if the AnnualBudget is subject to Lender's approval pursuant to Section 2.09(i), the Annual Budget approvedor deemed approved by Lender in accordance with the terms hereof.

hereof."Approved Manager Party" shall have the meaning set forth in Section 7.02(e)

"Approved Manager Standard" shall mean (i) with respect to Tishman SpeyerProperties, L.P., Blackrock Financial Management and Rose Associates and any of theirrespective Affiliates, the standard of management and operations for other properties similar insize, quality and type to the Property which are managed by Tishman Speyer Properties, L.P.,Blackrock Financial Management and Rose Associates or their respective Affiliate as of theClosing Date, or (ii) with respect to any Person other than Tishman Speyer Properties, L.P.,Blackrock Financial Management and Rose Associates or any of their respective Affiliates, thestandard of business operations, practices and procedures customarily employed by entitieshaving a senior executive with at least seven (7) years' experience in the management ofapartment buildings and complexes and which manage not less than fifty (50) apartmentbuildings or complexes having an aggregate number of not less than five thousand (5000) rentalunits (exclusive of the Property).

"Architect" shall have the meaning set forth in Section 3.04(b)(i) hereof.

"Asset Management Fees" shall mean any acquisition fees and asset managementfees set forth in the Annual Budget that are payable to Tishman Speyer Properties, L.P.,Blackrock Financial Management or any of their respective Affiliates.

"Assignment" shall mean the Assignment of Leases and Rents and SecurityDeposits dated as of November 17, 2006 as amended on the date hereof pursuant to that certainFirst Amendment to Assignment of Leases and Rents and Security Deposits, relating to the

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Property given by Borrower to Lender, as the same may be modified, restated, split, amended,substituted or supplemented from time to time.

"Attached Building" shall have the meaning set forth in Section 19.01 hereof.

"Availlibility Period" shall have the meaning set forth in Section 19.02 hereof.

"Bank" shall mean the bank, trust company, savings and loan association orsavings bank designated by Lender, in its sole and absolute discretion, in which the CentralAccount shall be located.

time."Bankruptcy Code" shall mean 11 D.S.C. §101 et seq., as amended from time to

"Basic Carrying Costs" shall mean the sum of the following costs associated withthe Property: (a) Real Estate Taxes and (b) insurance premiums.

"Basic Carrying Costs Monthly Installment" shall mean Lender's reasonableestimate of one-twelfth (l/12th) of the annual amount for Basic Carrying Costs. "Basic CarryingCosts Monthly Installment" shall also include, if required by Lender, a sum of money which,together with such monthly installments, will be sufficient to make the payment of each suchBasic Carrying Cost at least thirty (30) days prior to the date initially due. Should such BasicCarrying Costs not be ascertainable at the time any monthly deposit is required to be made, theBasic Carrying Costs Monthly Installment shall be determined by Lender in its reasonablediscretion on the basis of the aggregate Basic Carrying Costs for the prior Fiscal Year or monthor the prior payment period for such cost. As soon as the Basic Carrying Costs are fixed for thethen current Fiscal Year, month or period, the next ensuing Basic Carrying Costs MonthlyInstallment shall be adjusted to reflect any deficiency or surplus in prior monthly payments. If atany time during the term of the Loan Lender reasonably determines that there will be insufficientfunds in the Basic Carrying Costs Sub-Account to make payments when they become due andpayable, Lender shall have the right to adjust the Basic Carrying Costs Monthly Installment suchthat there will be sufficient funds to make such payments. Notwithstanding the foregoing,provided that (i) no Event of Default exists and (ii) to the extent particular insurance coveragerequired pursuant to Article ill hereof is carried under a blanket insurance policy which complieswith the provisions of Section 3.02(d) hereof, the Basic Carrying Costs Monthly Installmentshall not include any sums allocable to insurance premiums for the coverages carried under suchblanket insurance policy.

"Basic Carrying Costs Sub-Account" shall mean the Sub-Account of the CentralAocount established pursuant to Section 5.02 into which the Basic Carrying Costs MonthlyInstallments shall be deposited.

"Blackrock Control Person" means Blackrock Realty Advisors Inc. or thesuccessors to substantially all of its assets or business.

"Borrower" shall mean, collectively, ST Borrower and PCV Borrower and anysuccessor to the obligations of either or both of the foregoing.

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"BuildinglParcel Release Amount" shall have the meaning set forth in Section19.01(b) hereof.

"Business Day" shall mean any day other than (a) a Saturday or Sunday, or (b) aday on which banking and savings and loan institutions in the State of New York are authorizedor obligated by law or executive order to be closed, or at any time during which the Loan is anasset of a Securitization, the cities, states andlor commonwealths of the United States of Americaused in the comparable definition of "Business Day" in the Securitization documents.

"Buyer" shall have the meaning set forth in Section 9.04(c) hereof.

"Capital Event" shall mean, after the date hereof, (a) the sale, exchange, transfer,assignment or other disposition of a Release Building or Release Parcel, (b) any financing orrefinancing by Borrower of a Release Building or a Release Parcel, or (c) any other similartransaction with respect to a Release Building or Release Parcel which is, in accordance withGAAP, treated as a capital or financing transaction.

"Capital Expenditures" shall mean for any period, the amount expended for itemscapitalized under GAAP including expenditures for building improvements or major repairs,leasing commissions, tenant improvements, Reletting Expenditures, Equipment, Major CapitalImprovements, Individual Apartment Improvements and improvements of public spaces, in eachcase to the extent that the cost of any such Capital Expenditures is reasonable in Borrower'sdiscretion.

"Cash Expenses" shall mean for any period, the operating expenses (excludingCapital Expenditures) for the Property as set forth in an Approved Annual Budget to the extentthat such expenses are actually incurred by Borrower minus payments into the Basic CarryingCosts Sub-Account, the Debt Service Payment Sub-Account and the Recurring ReplacementReserve Sub-Account (to the extent such sums are for the payment of sums set forth as operatingexpenses in the Approved Annual Budget).

"Casualty Parcel Allocated Debt" shall mean the portion of the principal balanceof the Loan allocated by Lender to the applicable Casualty Parcels which shall be an amountequal to 100% of the fair market value of the applicable Casualty Parcels immediately prior todamage or destruction thereof, as such fair market value is determined by an appraisal obtainedby Lender from the Appraiser, at the sole cost and expense of Borrower (it being agreed thatBorrower shall have the right to approve such cost of the appraisal prior to the appraisal beingordered, provided, that, Borrower's failure to approve such cost and expense shall not create anyobligation of Lender to obtain an appraisal that is not acceptable to Lender), at such timeBorrower requests to prepay a portion of the Loan in connection with Lender applying InsuranceProceeds to the prepayment of the Loan, in each case as permitted pursuant to this LoanAgreement.

"Casualty Parcels" shall mean the portion of an Individual Property subject todamage or destruction (and any adjacent and reasonably related portion of the Property identifiedby Borrower and reasonably approved by Lender).

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"CDO Asset Manager" with respect to any Securitization Vehicle that is a CDO,sh,tH mean the entity that is responsible for managing or administering the Future AdditionalDeft (or any interest therein) as an underlying asset of such Securitization Vehicle or, ifap~licable, as an asset of any Intervening Trust Vehicle (including, without limitation, the rightto exercise any consent and control rights available to the holder of a Future Additional Debt).

"Central Account" shall mean an Eligible Account, maintained at the Bank, in then ' e of Lender or its successors or assigns (as secured party) as may be designated by Lender.

"Central Account Agreement" shall have the meaning set forth in Section 5.01

"Closing Date" shall mean November 17, 2006.

he eto."Co-Lender" shall have the meaning set forth in the introductory paragraph

"Code" shall mean the Internal Revenue Code of 1986, as amended and as it maybe further amended from time to time, any successor statutes thereto, and applicable U.S.Dpartment of Treasury regulations issued pursuant thereto.

"Collateral" shall have the meaning set forth in Section 18.14 hereof.

"Component A-I" shall mean that portion of the Loan in the amount of FOURH NDRED NINETY-NINE MILLION FOUR HUNDRED THIRTY ONE THOUSANDEIpHT HUNDRED EIGHTEEN AND 181100 DOLLARS ($499,431,818.18) made by Lender

10orrower pursuant to this Loan Agreement.

"Component A-2" shall mean that portion of the Loan in the amount of FOURNDRED NINETY-NINE MILLION FOUR HUNDRED THIRTY ONE THOUSAND

EIGHT HUNDRED EIGHTEEN AND 18/100 DOLLARS ($499,431,818.18) made by Lenderto orrower pursuant to this Loan Agreement.

"Component A-3" shall mean that portion of the Loan in the amount of FOURHI NDRED NINETY-NINE MILLION FOUR HUNDRED THIRTY ONE THOUSANDEIGHT HUNDRED EIGHTEEN AND 181100 DOLLARS ($499,431,818.18) made by Lenderto orrower pursuant to this Loan Agreement.

"Component A-4" shall mean that portion of the Loan in the amount of FOURHI DRED NINETY-NINE MILLION FOUR HUNDRED THIRTY ONE THOUSANDEIGHT HUNDRED EIGHTEEN AND 181100 DOLLARS ($499,431,818.18) made by Lenderto Borrower pursuant to this Loan Agreement.

"Component A-5" shall mean that portion of the Loan in the amount of EIGHTHUNDRED MILLION AND 00/100 DOLLARS ($800,000,000.00) made by Lender toBbrrower pursuant to this Loan Agreement.

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"Component A-6" shall mean that portion of the Loan in the amount of TWOHl{NDRED TWO MILLION TWO HUNDRED SEVENTY-TWO THOUSAND SEVENHlfIDRED TWENTY-SEVEN AND 281100DOLLARS ($202,272,727.28) made by Lender toBorrower pursuant to this Loan Agreement.

"Components" shall mean, collectively, Component A-I, Component A-2,Co ponent A-3, Component A-4, Component A-5 and Component A-6.

"Condemnation Parcel Allocated Debt" shall mean the portion of principalballanCeof the Loan allocated by Lender to the applicable Condemnation Parcels which shall bean amount equal to 100% of the fair market value of the applicable Condemnation Parcelsimrediately prior to the Taking thereof as determined by an appraisal obtained by Lender fromth9 Appraiser, at the sole cost and expense of Borrower (it being agreed that Borrower shall haveth9 right to approve such cost of the appraisal prior to the appraisal being ordered, provided, that,Borrower's failure to approve such cost and expense shall not create any obligation of Lender toob'ain an appraisal that is not acceptable to Lender).

"Condemnation Parcels" shall mean the portion of an Individual Property that isthe subject of a Taking.

"Condemnation Proceeds" shall mean all of the proceeds in respect of any Takingor, urchase in lieu thereof.

I "Contractual Obligation" shall mean, as to any Person, any provision of anysecurity issued by such Person or of any agreement, instrument or undertaking to which suchPerson is a party or by which it or any of the property owned by it is bound.

"Control" means, when used with respect to any specific Person, the possession,.difectly or indirectly, of the power to direct or cause the direction of the management andp~licies of such Person whether through ownership of voting securities, beneficial interests, bycontract or otherwise regardless of whether another Person has consent rights over majorde'cisions. The definition is to be construed to apply equally to variations of the word "Control"in~luding "Controlled," "Controlling" or "Controlled by." A Person shall be deemed to direct orcause the direction of the management and policies of another Person if the consent or approvalo 'the first Person shall be required with respect to major decisions concerning such other Persona d notwithstanding that the consent or approval of additional Persons may also be required withrespect to such major decisions.

I "Cooperation Agreement" shall mean the Cooperation Agreement dated as ofNovember 17, 2006 relating to the Loan and the Mezzanine Loans among Borrower, MezzanineB! rrowers, Lender and Mezzanine Lenders, as the same may be modified, restated amended orsupplemented from time to time.

"CPI" shall mean "The Consumer Price Index (All Urban Consumers - All ItemsL ss Food and Energy)" (Base Period 1982-84=100) issued by the Bureau of Labor Statistics oft~e United States Department of Labor (the "Bureau"). If the CPI ceases to use the 1982-84ayerage equaling 100 as the basis of calculation, or if a change is made in the term, componentsOF number of items contained in said index, or if the index is altered, modified, converted or

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revised in any other way, then the index shall be adjusted to the figure that would have beenarriyed at had the change in the manner of computing the index in effect at the date of this LoanAg,eement not been made. If at any time during the term of this Loan Agreement the CPI shallno longer be published by the Bureau, then any comparable index issued by the Bureau orsimilar agency of the United States issuing similar indices shall be used in lieu of the CPI.

"Debt" shall mean the principal of, prepayment premium (if any) and interest onthe Note and all other obligations, liabilities or sums due or to become due under this LoanAg leement, the Note or any other Loan Document, including, without limitation, interest on saidobligations, liabilities or sums.

"Debt Service" shall mean the amount of interest and principal payments due andpa able in accordance with the Note during an applicable period.

"Debt Service Coverage" shall mean the quotient obtained by dividing AdjustedsuchCash Flow, by the sum of the (a) aggregate payments of interest and principal, if any, due forsue specified period under the Note (determined as of the date the calculation of Debt ServiceCoyerage is required or requested hereunder) and (b) aggregate payments of interest andprincipal, if any, due for such specified period pursuant to the terms of pari passu, subordinate ormezzanine financing (including the Mezzanine Loans), if any, then affecting or related to thePreperty or, if Debt Service Coverage is being calculated in connection with a request forcorisent to any subordinate, mezzanine or pari passu financing pursuant to Section 19.02 hereof,the~ proposed. In determining Debt Service Coverage, the applicable interest rate shall be (i)witp respect to the Loan and the Mezzanine Loans, a weighted average interest rate of 6.384%an (ii) with respect to any loan referred to in clause (b) above (excluding the Mezzanine Loans),the actual interest rate on such existing or proposed loan (or as otherwise specified in Section19.02 for any proposed loan).

I "Debt Service Payment Sub-Account" shall mean the Sub-Account of the CentralACFount established pursuant to Section 5.02 hereof into which the Required Debt ServicePayment shall be deposited.

I "Default" shall mean any Event of Default or event which would constitute anEvent of Default if all requirements in connection therewith for the giving of notice, the lapse ofti Ie, and the happening of any further condition, event or act, had been satisfied.

"Default Collateral" shall have the meaning set forth in Section 18.32 hereof.

"Default Rate" shall mean the lesser of (a) the highest rate allowable at law and(bY,three percent (3%) above the interest rate set forth in the Note.

"Default Rate Interest" shall mean, to the extent the Default Rate becomesapplicable, interest in excess of the interest which would have accrued on (a) the PrincipalAmount and (b) any accrued but unpaid interest, if the Default Rate was' not applicable.

I "Determination Date" shall m~an t\~o (2) LIBO~ Business Days prior to :hefi~teenth (15th) day of the calendar month m which the applicable Interest Accrual Periodcommences.

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"Development Laws" shall mean all applicable subdivision, zoning,environmental protection, wetlands protection, or land use laws or ordinances, and any and allapplicable rules and regulations of any Governmental Authority promulgated thereunder orrelated thereto.

"Development Rights" shall mean the approximately 700,000 square feet of so-called "excess development floor area ratio" associated with the Property.

"Development Rights Allocated Loan Amount" shall mean the greater of (a) theDisposition Proceeds related to the Development Rights that are the subject of a Capital Eventand (b) $225.00 per square foot of Development Rights being released.

"Development Rights YM Premium" shall mean an amount equal to the presentvalue of a series of payments each equal to the Payment Differential (as hereinafter defined) andpayable on each Payment Date over the remaining original term of this Note through andincluding the Lockout Expiration Date, discounted at the Reinvestment Yield (as hereinafterdefined) for the number of months remaining as of the date of such prepayment to each suchPayment Date and the Lockout Expiration Date. The term "Payment Differential" shall mean anamount equal to (i) the Interest Rate less the Reinvestment Yield, divided by (ii) twelve (12) andmultiplied by (iii) the principal sum outstanding under the Note on the date of such prepayment,provided that the Payment Differential shall in no event be less than zero. The term"Reinvestment Yield" shall mean an amount equal to the yield on the U.S. Treasury issue(primary issue) with a maturity date closest to the Lockout Expiration Date plus fifty (50) basispoints with such yield being based on the bid price for such issue as published in the Wall StreetJournal on the date that is fourteen (14) days prior to the date of such prepayment (or, if such bidprice is not published on that date, the next preceding date on which such bid price is sopublished). Lender shall not be obligated or required to have actually reinvested the prepaidprincipal balance at the Reinvestment Yield or otherwise as a condition to receiving theprepayment fee.

"Disclosure Document" shall mean a prospectus, prospectus supplement, privateplacement memorandum, or similar offering memorandum or offering circular, in each case inpreliminary or final form, used to offer securities in connection with a Securitization.

"Disclosure Schedule" shall mean that certain written Disclosure Scheduleattached hereto as Exhibit A.

"Disposition Proceeds" shall mean an amount equal to the gross proceedsreceived by Borrower in connection with any Capital Event relating to a Release Building, aRelease Parcel or the Development Rights, less all actual costs and expenses incurred inconnection therewith.

"Dollar" and the sign ".$." shall mean lawful money of the United States ofAmerica.

"Eligibility Requirements": with respect to any Person, such Person (i) has totalassets (in name or under management) in excess of $1,000,000,000 (excluding the Property) and(except with respect to a pension advisory firm or similar fiduciary) capital/statutory surplus or

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shareholder's equity of $500,000,000 (excluding the Property) and (ii) is regularly engaged inthe business of making or owning commercial real estate loans (including mezzanine loans withrespect to commercial real estate loans) or operating commercial mortgage properties similar tothe Property.

"Eligible Account" shall mean a segregated account which is either (a) an accountor accounts maintained with a federal or state chartered depository institution or trust companythe long term unsecured debt obligations of which are rated by each of the Rating Agencies (or,if not rated by Fitch, Inc. ("Fitch"), otherwise acceptable to Fitch, as confirmed in writing thatsuch account would not, in and of itself, result in a downgrade, qualification or withdrawal of thethen current ratings assigned to any certificates issued in connection with a Securitization) in itshighest rating category at all times or, if the funds in such account are to be held in such accountfor less than thirty (30) days, the short term obligations of which are rated by each of the RatingAgencies (or, if not rated by Fitch, otherwise acceptable to Fitch, as confirmed in writing thatsuch account would not, in and of itself, result in a downgrade, qualification or withdrawal of thethen current ratings assigned to any certificates issued in connection with a Securitization) in itshighest rating category at all times or (b) a segregated trust account or accounts maintained witha federal or state chartered depository institution or trust company acting in its fiduciary capacitywhich, in the case of a state chartered depository institution is subject to regulations substantiallysimilar to 12 c.F.R. § 9.1O(b) whose long-term senior unsecured debt obligations or other long-term deposits, or the trustee's long-term senior unsecured debt obligations or other long-termdeposits, are rated at least "Baa3" by Moody's, having in either case a combined capital andsurplus of at least $100,000,000 and subject to supervision or examination by federal and stateauthority, or otherwise acceptable (as evidenced by a written confirmation from each RatingAgency that such account would not, in and of itself, cause a downgrade, qualification orwithdrawal of the then current ratings assigned to any certificates issued in connection with aSecuritization) to each Rating Agency, which may be an account maintained by Lender or itsagents. Eligible Accounts may bear interest. The title of each Eligible Account shall indicatethat the funds held therein are held in trust for the uses and purposes set forth herein. An EligibleAccount may not be evidenced by a certificate of deposit, passbook or other instrument.

"Emergency Expenses" means an expense which, in Borrower's good faithjudgment exercised in a manner consistent with the Approved Manager Standard, is necessary to(a) prevent an immediate threat to the health, safety or welfare of any person in the immediatevicinity of the Realty, (b) prevent immediate material damage or material loss to the Property, (c)avoid the suspension of any necessary service in or to any portion of the Property, or (d) avoidcriminal liability or material civil liability on the part of Borrower or any General Partner withrespect to activities at the Property or pursuant to this Loan Agreement or the other LoanDocuments.

"Engineer" shall have the meaning set forth in Section 3.04(b)(i) hereof.

"Engineering Report;' shall mean the engineering audit report for the Property andany supplements or updates thereto, previously delivered to Lender in connection with theorigination of the Loan.

"Environmental Problem" shall mean any of the following:

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(a) the presence of any Hazardous Material on, in, under, or above all or anyportion of the Property constituting a violation of, or giving rise to any liability orobligation under, any Environmental Statute;

(b) the release of any Hazardous Material from or onto the Property;

(c) the violation of any Environmental Statute with respect to the Property; or

(d) the failure to obtain or to abide by the terms or conditions of any permit orapproval required under any Environmental Statute with respect to the Property.

A condition described above shall be an Environmental Problem regardless ofwhether or not any Governmental Authority has taken any action in connection with thecondition and regardless of whether that condition was in existence on or before the date hereof.

"Environmental Reports" shall mean, collectively, the environmental reports forthe Property and any supplements or updates thereto, previously delivered to Lender inconnection with the Loan and listed on Exhibit F.

"Environmental Statute" shall mean any federal, state or local statute, ordinance,rule or regulation, any judicial or administrative order (whether or not on consent) or judgmentapplicable to Borrower or the Property including, without limitation, any judgment or settlementbased on common law theories, and any provisions or conditions of any permit, license or otherauthorization binding on Borrower relating to (a) the protection of the environment, the safetyand health of persons (including employees) or the public welfare from actual or potentialexposure (or effects of exposure) to any actual or potential release, discharge, disposal oremission (whether past or present) of any Hazardous Materials or (b) the manufacture,processing, distribution, use, treatment, storage, disposal, transport or handling of any HazardousMaterials, including, but not limited to, the Comprehensive Environmental Response,Compensation and Liability Act of 1980 ("CERCLA"), as amended by the SuperfundAmendments and Reauthorization Act of 1986, 42 V.S.c. §9601 et seg., the Solid WasteDisposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amendedby the Solid and Hazardous Waste Amendments of 1984, 42 V.S.c. §6901 et seg., the FederalWater Pollution Control Act, as amended by the Clean Water Act of 1977, 33 U.S.c. §1251 etseg., the Toxic Substances Control Act of 1976, 15 V.S.C. §2601 et seq., the EmergencyPlanning and Community Right-to-Know Act of 1986, 42 V.S.c. §1101 et seg., the Clean AirAct of 1966, as amended, 42 V.S.c. §7401 et seg., the National Environmental Policy Act of1975, 42 U.S.C. §4321, the Rivers and Harbors Act of 1899, 33 V.S.c. §401 et seg., theEndangered Species Act of 1973, as amended, 16 V.S.c. §1531 et seg., the Occupational Safetyand Health Act of 1970, as amended, 29 V.S.C. §651 et seq., and the Safe Drinking Water Act of1974, as amended, 42 V.S.C. §300(f) et seg., and all rules, regulations and guidance documentspromulgated or published thereunder.

"Eguipment" shall have the meaning set forth in the Mortgage.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, asamended from time to time, and the regulations promulgated thereunder. Section references toERISA are to ERISA, as in effect at the date of this Loan Agreement and, as of the relevant date,

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any subsequent provisions of ERISA, amendatory thereof, supplemental thereto or substitutedtherefor.

"ERISA Affiliate" shall mean any corporation or trade or business that is amember of any group of organizations (a) described in Section 414(b) or (c) of the Code ofwhich Borrower or Guarantor is a member and (b) solely for purposes of potential liability underSection 302(c)(1l) of ERISA and Section 412(c)(1l) of the Code and the lien created underSection 302(f) of ERISA and Section 412(n) of the Code, described in Section 414(m) or (0) ofthe Code of which Borrower or Guarantor is a member.

"Event of Default" shall have the meaning set forth in Section 13.01 hereof.

"Exculpated Parties" shall have the meaning set forth in Section 18.32 hereof.

"Extraordinary Expense" shall mean an operating expense or capital expense notset forth in the Approved Annual Budget or allotted for in the Recurring Replacement ReserveSub-Account.

"Final Securitization" shall mean the closing of the Securitization that includesthe final portion of the Loan that has not yet been securitized, provided, that, a "FinalSecuritization" shall be deemed to have occurred on the date that is forty-two (42) monthsfollowing the first Payment Date hereunder notwithstanding the failure of the Lender to includethe full amount of the Loan in a Securitization as of such date.

"Fiscal Year" shall mean the twelve (12) month period commencing on January 1and ending on December 31 during each year of the term of the Loan, or such other fiscal year ofBorrower as Borrower may select from time to time with the prior written consent of Lender notto be unreasonably withheld.

"Fixtures" shall have the meaning set forth in the Mortgage.

"Force Majeure" shall mean strikes, lockouts, labor disputes, acts of God,governmental restrictions, regulations or controls, enemy or hostile governmental actions,terrorist acts, civil commotion, insurrection, revolution, sabotage or fire or other casualty or otherevents beyond the reasonable control of Borrower and/or its Affiliates, but Borrower's and/or itsAffiliates' lack of funds in and of itself shall not be deemed a cause beyond the control ofBorrower and/or its Affiliates.

"Future Additional Debt" shall have the meaning set forth in Section 19.02hereof.

"GAAP" shall mean generally accepted accounting principles in the United Statesof America, as of the date of the applicable financial report, consistently applied.

"General Partner" means (i) if the applicable Borrower is a partnership, eachgeneral partner of Borrower which is, in each case, a Single Purpose Entity, (ii) if the applicableBorrower is a limited liability company (other than a single member Delaware limited liabilitycompany), each managing member thereof which is, in each case, a Single Purpose Entity, and

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(iii) if the applicable Borrower is a single member Delaware limited liability company or acorporation, none.

"General Reserve Sub-Account" shall mean the Sub-Account of the CentralAccount established pursuant to Section 5.02 hereof into which excess cash flow shall bedeposited pursuant to Section 5.05.

"Governmental Authority" shall mean, with respect to any Person, any federal orState government or other political subdivision thereof and any entity, including any regulatoryor administrative authority or court, exercising executive, legislative, judicial, regulatory oradministrative or quasi administrative functions of or pertaining to government, and anyarbitration board or tribunal, in each case having jurisdiction over such applicable Person or suchPerson's property and any stock exchange on which shares of capital stock of such Person arelisted or admitted for trading.

"Guarantor" shall mean PCV ST JV LLC, a Delaware limited liability company.

"Guaranty" shall mean that certain Guaranty Agreement dated as of November17, 2006 executed and delivered by Guarantor to Lender in connection with the Loan, as thesame may be modified, restated amended or supplemented from time to time.

"Hazardous Material" shall mean any flammable, explosive or radioactivematerials, hazardous materials or wastes, hazardous or toxic substances, pollutants or relatedmaterials, asbestos or any material containing asbestos, molds, spores and fungus which maypose a risk to human health or the environment or any other substance or material as defined inor regulated by any Environmental Statutes.

"Impositions" shall mean all taxes (including, without limitation, all real estate, advalorem, sales (including those imposed on lease rentals), use, single business, gross receipts,value added, intangible, transaction, privilege or license or similar taxes), assessments(including, without limitation, all assessments for public improvements or benefits, whether ornot commenced or completed prior to the date hereof and whether or not commenced orcompleted within the term of this Loan Agreement), ground rents, water, sewer or other rents andcharges, excises, levies, fees (including, without limitation, license, permit, inspection,authorization and similar fees), and all other governmental charges, in each case whether generalor special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect ofthe Property and/or any Rent (including all interest and penalties thereon), which at any timeprior to, during or in respect of the term hereof may be assessed or imposed by anyGovernmental Authority on or in respect of or be a lien upon (a) Borrower (including, withoutlimitation, all franchise, single business or other taxes imposed on Borrower for the privilege ofdoing business in the jurisdiction in which the Property or any other collateral delivered orpledged to Lender in connection with the Loan is located) or Lender, (b) the Property or any partthereof or any Rents therefrom or any estate, right, title or interest therein, or (c) any occupancy,operation, use or possession of, or sales from, or activity conducted on, or in connection with theProperty, or any part thereof, or the leasing or use of the Property, or any part thereof, or theacquisition or financing of the acquisition of the Property, or any part thereof, by Borrower.

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'iImProvements" shall have the meaning set forth in the Mortgage.

"Indemnified Parties" shall have the meaning set forth in Section 12.01 hereof.

"Independent" shall mean, when used with respect to any Person, a Person who(a) is in fact independent, (b) does not have any direct financial interest or any material indirectfinancial intere1st in Borrower, or in any Affiliate of Borrower or any constituent partner,shareholder, member or beneficiary of Borrower, (c) is not connected with Borrower or anyAffiliate of Borrower or any constituent partner, shareholder, member or beneficiary of Borroweras an officer, employee, promoter, underwriter, trustee, partner, director or person performingsimilar functions and (d) is not a member of the immediate family of a Person defined in (b) or(c) above. Whenever it is herein provided that any Independent Person's opinion or certificateshall be provided, such opinion or certificate shall state that the Person executing the same hasread this definition and is Independent within the meaning hereof.

"Individual Apartment Improvements" shall have the meaning set forth in theRent Stabilization Laws.

"Individual Property" shall mean, individually, (a) Stuyvesant Town and (b)Peter Cooper Village, each of which are located in New York, New York.

"Initial General Reserve Deposit" shall equal the amount set forth on Exhibit Battached hereto and made a part hereof.

"Initial Recurring Replacement Reserve Deposit" shall equal the amount set forthon Exhibit B attached hereto and made a part hereof.

"Insurance Proceeds" shall mean all of the proceeds received under the insurancepolicies required to be maintained by Borrower pursuant to Article III hereof.

"Insurance Requirements" shall mean all terms of any insurance policy requiredby this Loan Agreement, all requirements of the issuer of any such policy, and all regulations andthen current standards applicable to or affecting the Property or any use or condition thereof,which may, at any time, be recommended by the Board of Fire Underwriters, if any, havingjurisdiction over the Property, or such other Person exercising similar functions.

"Interest Accrual Period" shall have the meaning set forth in the Note.

"Interest Rate" shall have the meaning set forth in the Note.

"Interest Shortfall" shall mean any shortfall in the amount of interest required tobe paid with respect to the Loan Amount on any Payment Date.

"Intervening Trust Vehicle" shall mean with respect to any Securitization Vehiclethat is a CDO, a trust vehicle or entity which holds Future Additional Debt (or any interesttherein) as collateral securing (in whole or in part) any obligation or security held by suchSecuritization Vehicle as collateral for the CDO.

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"Investor" shall have the meaning set forth in Section 18.29 hereof.

"Issuer Person" shall have the meaning set forth in Section 18.31 hereof.

"Joint Venture Agreement" shall mean that certain Limited PartnershipAgreement of Peter Cooper Village Stuyvesant Town Partners, L.P. dated as of November 17,2006 among PCV ST GP LLC, as the sole general partner, and PCV ST JV LLC, TishmanSpeyer PCV ST Investments LLC, BlackRock PCV ST Employee Investments LLC, GuilfordFunding Corporation, a Delaware corporation and ML STIPCV LLC, each as limited partners.

"Late Charge" shall have the meaning set forth in Section 13.09 hereof.

"Leases" shall have the meaning set forth in the Mortgage.

"Legal Requirement" shall mean as to any Person, the certificate of incorporation,by-laws, certificate of limited partnership, agreement of.limited partnership or other organizationor governing documents of such Person, and any law, statute, order, ordinance, judgment, decree,injunction, treaty, rule or regulation (including, without limitation, Environmental Statutes,Development Laws and Use Requirements) or determination of an arbitrator or a court or otherGovernmental Authority and all covenants, agreements, restrictions and encumbrances containedin any instruments, in each case applicable to or binding upon such Person or any of its propertyor to which such Person or any of its property is subject.

"Lender" shall mean the Lender named herein and its successors or assigns.

"LIB OR" shall mean the rate for deposits in Dollars, for a period equal to onemonth, which appears on the Dow Jones Market Service (formerly Telerate) Page 3750 as of11:00 a.m., London time, on each Determination Date. If such rate does not appear on DowJones Market Service Page 3750, the rate for that Interest Accrual Period shall be determined onthe basis of the rates at which deposits in Dollars are offered by any four major reference banksin the London interbank market selected by Lender to provide such bank's offered quotation ofsuch rates at approximately 11:00 a.m., London time, on the related Determination Date to primebanks in the London interbank market for a period of one month, commencing on the first day ofsuch Interest Accrual Period and in an amount that is representative for a single such transactionin the relevant market at the relevant time. Lender shall request the principal London office ofany four major reference banks in the London interbank market selected by Lender to provide aquotation of such rates, as offered by each such bank. If at least two such quotations areprovided, the rate for that Interest Accrual Period shall be the arithmetic mean of the quotations.If fewer than two quotations are provided as requested, the rate for that Interest Accrual Periodshall be the arithmetic mean of the rates quoted by major banks in New York City selected byLender, at approximately 11:00 a.m., New York City time, on the Interest Determination Datewith respect to such Interest Accrual Period for loans in Dollars to leading European banks for aperiod equal to one month, commencing on the first day of such Interest Accrual Period and inan amount that is representative for a single transaction in the relevant market at the relevanttime. Lender shall determine LIBOR for each Interest Accrual Period and the determination ofLIBOR by Lender shall be binding upon Borrowers absent manifest error.

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"Lien" shall mean, with respect to each Individual Property, any mortgage, deedof trust, lien, pledge, hypothecation, assignment, security interest, or any other encumbrance,charge or transfer of, on or affecting such Individual Property or any portion thereof orBorrower, or any interest therein, including, without limitation, any conditional sale or other titleretention agreement, any financing lease having substantially the same economic effect as any ofthe foregoing, the filing of any financing statement, and mechanic's, materialmen's and othersimilar liens and encumbrances.

"Loan" shall mean the loan in the original principal amount of Three Billion andNo/lOODollars ($3,000,000,000) made by Lender to Borrower pursuant to this Loan Agreement,which Loan is comprised of the Components.

"Loan Amount" shall mean Three Billion and No/lOO Dollars ($3,000,000,000).

"Loan Agreement" shall mean this Loan Agreement as originally executed or as itmay hereafter from time to time be supplemented, amended, modified, split, substituted, restatedor extended by one or more indentures supplemental hereto.

"Loan Coordination Agreement" shall mean that certain Loan CoordinationAgreement dated as of November 17,2006 relating to the Loan and the Mezzanine Loans amongBorrower, Mezzanine Borrowers, Lender and Mezzanine Lenders, as the same may be modified,split, amended, substituted, restated or supplemented from time to time.

"Loan Documents" shall mean this Loan Agreement, the Mortgage, Note A-I,Note A-2, Note A-3, Note A-4, Note A-5, Note A-6, the Assignment, the Guaranty, theCooperation Agreement, the Loan Coordination Agreement, the Central Account Agreement andany and all other agreements, instruments, certificates or documents executed and delivered byBorrower or any Affiliate of Borrower to Lender in connection with the Loan, together with anysupplements, amendments, restatements, splits, substitutions, modifications or extensions thereofincluding amendments to the same dated the date hereof.

"Loan-to-Value Ratio" shall mean the percentage arrived at by dividing (a) theAllocated Loan Amount and the Mezzanine Allocated Loan Amount for the applicableIndividual Property(ies) (and, if such determination is being made in connection with potentialPari Passu Debt and/or Subordinate Debt, the amount of such additional debt) by (b) the fairmarket value of such Individual Property(ies) as determined by an MAl appraisal prepared by theAppraiser dated not more than 120 days prior to the date of determination of Loan-to-ValueRatio. For the purposes of this definition, the term "fair market value" shall be reduced by (i) theamount of any indebtedness secured by a lien affecting the Property that is prior to, or on a paritywith, the lien of the Mortgage, and (ii) the value of any property that is not "real property" withinthe meaning of Treas. Reg. §§ 1.860G-2 and 1.856-3(d).

"Loan Year" shall mean each 365 day period (or 366 day period if the month ofFebruary in a leap year is included) commencing on the first day of the month following theClosing Date (provided, however, that the first Loan Year shall also include the period from theClosing Date to the end of the month in which the Closing Date occurs).

"Lockbox Account" shall have the meaning set forth in Section 5.01 hereof.

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"Lockbox Agreement" shall have the meaning set forth in Section 5.01 hereof.

"Lockbox Bank" shall have the meaning set forth in Section 5.01 hereof.

"Loss Proceeds" shall mean, collectively, all Insurance Proceeds and allCondemnation Proceeds.

"Major Capital Improvements" shall have the meaning set forth in the RentStabilization Laws.

hereof."Management Agreement" shall have the meaning set forth in Section 7.02(e)

"Manager" shall mean the Person, other than Borrower, which manages theProperty on behalf of Borrower.

"Manager Control Notice" shall have the meaning set forth in Section 7.02(e)hereof.

"Material Adverse Effect" shall mean any event or condition that has a materialadverse effect on (a) the Property, (b) the business, prospects, profits, management, operations orcondition (financial or otherwise) of Borrower, (c) the enforceability, validity, perfection orpriority of the lien of any Loan Document or (d) the ability of Borrower to perform any materialobligations under any Loan Document.

"Maturity Date" shall mean the Maturity Date set forth in the Note, as the samemay be extended from time to time pursuant to the terms of the Note.

"Mezzanine 1 Borrower" shall mean, collectively, PCV ST Mezz 1 LP, aDelaware limited partnership, and ST Mezz 1LP, a Delaware limited partnership.

"Mezzanine 1 Deposit Account" shall mean the "Deposit Account" as defined inthe Mezzanine 1Loan Documents.

"Mezzanine 1 Lender" shall mean, collectively, Wachovia and Merrill and theirrespective successors and assigns.

"Mezzanine 1 Loan" shall mean the mezzanine loan made by Mezzanine 1 Lenderto Mezzanine 1 Borrower pursuant to the Mezzanine 1 Loan Agreement.

"Mezzanine 1 Loan Agreement" shall mean that certain Amended and RestatedMezzanine 1 Loan Agreement, dated as of the date hereof, by and between Mezzanine 1 Lenderand Mezzanine 1 Borrower, as originally executed or as it may hereafter from time to time besupplemented, amended, modified or extended by one or more indentures supplemental hereto.

"Mezzanine 1 Loan Documents" shall have the meaning set forth in theMezzanine 1 Loan Agreement.

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"Mezzanine 1 Loan Event of Default" shall mean any Event of Default as thatterm is defined in the Mezzanine 1 Loan Agreement that has occurred and is continuing.

"Mezzanine 2 Borrower" shall mean, collectively, pev ST Mezz 2 LP, aDelaware limited partnership, and ST Mezz 2 LP, a Delaware limited partnership.








"Mezzanine 3 Loan" shall mean the mezzanine loan made by Mezzanine 3 Lenderto Mezzanine 3 Borrower pursuant to the Mezzanine 3Loan Agreement.






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"Mezzanine 4 Loan" shall mean the mezzanine loan made by Mezzanine 4 Lenderto Mezz ine 4 Borrower pursuant to the Mezzanine 4 Loan Agreement.

I "Mezzanine 4 Loan Agreement" shall mean that certain Amended and RestatedMezzanine 4 Loan Agreement, dated as of the date hereof, by and between Mezzanine 4 Lenderand Mezzanine 4 Borrower, as originally executed or as it may hereafter from time to time besupplejented, amended, modified or extended by one or more indentures supplemental hereto.



"Mezzanine 5 Borrower" shall mean, collectively, PCV ST Mezz 5 LP, aDelaware limited partnership, and ST Mezz 5 LP, a Delaware limited partnership.

I "Mezzanine 5 Lender" shall mean, collectively, Wachovia and Merrill and theirrespective successors and assigns.

I "Mezzanine 5 Loan" shall mean the mezzanine loan made by Mezzanine 5 Lenderto Mezzanine 5 Borrower pursuant to the Mezzanine 5 Loan Agreement.

I "Mezzanine 5 Loan Agreement" shall mean that certain Amended and RestatedMezzanine 5 Loan Agreement, dated as of the date hereof, by and between Mezzanine 5 Lenderand Mezzanine 5 Borrower, as originally executed or as it may hereafter from time to time besupplemented, amended, modified or extended by one or more indentures supplemental hereto.


I "Mezzanine 5 Loan Event of Default" shall mean any Event of Default as thatterm is defined in the Mezzanine 5 Loan Agreement that has occurred and is continuing.

I "Mezzanine 6 Borrower" shall mean, collectively, PCV ST Mezz 6 LP, aDelaware limited partnership, and ST Mezz 6 LP, a Delaware limited partnership.

I "Mezzanine 6 Lender" shall mean, collectively, Wachovia and Merrill and theirrespective successors and assigns.

I "Mezzanine 6 Loan" shall mean the mezzanine loan made by Mezzanine 6 Lenderto Mezzanine 6 Borrower pursuant to the Mezzanine 6 Loan Agreement.

I "Mezzanine 6 Loan Agreement" shall mean that certain Amended and RestatedMezzanine 6 Loan Agreement, dated as of the date hereof, by and between Mezzanine 6 Lenderand Mezzanine 6 Borrower, as originally executed or as it may hereafter from time to time besupplemented, amended, modified or extended by one or more indentures supplemental hereto.

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"Mezzanine 10 Loan" shall mean the mezzanine loan made by Mezzanine 10Lender to Mezzanine 10 Borrower pursuant to the Mezzanine 10 Loan Agreement.

"Mezzanine 10 Loan Agreement" shall mean that certain Amended and RestatedMezzanine 10 Loan Agreement, dated as of the date hereof, by and between Mezzanine 10Lender and Mezzanine 10 Borrower, as originally executed or as it may hereafter from time totime be supplemented, amended, modified or extended by one or more indentures supplementalhereto.


"Mezzanine 10 Loan Event of Default" shall mean any Event of Default as thatterm is defined in the Mezzanine 10Loan Agreement that has occurred and is continuing.

"Mezzanine 1l Borrower" shall mean, collectively, pev ST Mezz 11 LP, aDelaware limited partnership, and ST Mezz 11 LP, a Delaware limited partnership.

"Mezzanine 11 Lender" shall mean, Gramercy Warehouse Funding I LLC, aDelaware limited liability company and its successors and assigns.

"Mezzanine 11 Loan" shall mean the mezzanine loan made by Wachovia andMerrill (and subsequently assigned to Mezzanine 11 Lender) to Mezzanine 11 Borrowerpursuant to the Mezzanine 11 Loan Agreement.

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"Mezzanine 11 Loan Agreement" shall mean that certain Amended and RestatedMezzanine 11 Loan Agreement, dated as of the date hereof, by and between Mezzanine 11Lender and Mezzanine 11 Borrower, as originally executed or as it may hereafter from time totime be supplemented, amended, modified or extended by one or more indentures supplementalhereto.



"Mezzanine Accrual Election Period" shall mean any Accrual Election Period asrespectively defined in the Mezzanine 10 Loan Agreement and/or Mezzanine 11 LoanAgreement (as applicable).

"Mezzanine Accrual Loan" shall mean each Mezzanine Loan under which aMezzanine Accrual Election Period is occurring.

"Mezzanine Allocated Loan Amount" shall mean, individually or collectively, asthe context may require, the "Allocated Loan Amount" set forth for each Individual Property ineach of the Mezzanine 1 Loan Documents, the Mezzanine 2 Loan Documents, the Mezzanine 3Loan Documents, the Mezzanine 4 Loan Documents, the Mezzanine 5 Loan Documents, theMezzanine 6 Loan Documents, the Mezzanine 7 Loan Documents, the Mezzanine 8 LoanDocuments, the Mezzanine 9 Loan Documents, the Mezzanine 10 Loan Documents and theMezzanine 11 Loan Documents.

"Mezzanine Borrowers" shall mean, individually or collectively as the contextmay require, Mezzanine 1 Borrower, Mezzanine 2 Borrower, Mezzanine 3 Borrower, Mezzanine4 Borrower, Mezzanine 5 Borrower, Mezzanine 6 Borrower, Mezzanine 7 Borrower, Mezzanine8 Borrower, Mezzanine 9 Borrower, Mezzanine 10 Borrower and the Mezzanine 11 Borrower.

"Mezzanine Debt Service" shall mean, with respect to any particular period oftime, scheduled interest and principal (if any) payments under the Mezzanine Loans.

"Mezzanine Deposit Account" shall mean the "Deposit Account" as defined inthe applicable Mezzanine Loan Documents.

"Mezzanine Lenders" shall mean, individually or collectively as the context mayrequire, Mezzanine 1 Lender, Mezzanine 2 Lender, Mezzanine 3 Lender, Mezzanine 4 Lender,Mezzanine 5 Lender, Mezzanine 6 Lender, Mezzanine 7 Lender, Mezzanine 8 Lender,Mezzanine 9 Lender, Mezzanine 10 Lender and the Mezzanine 11 Lender.

"Mezzanine Loan Documents" shall mean, individually or collectively as thecontext may require, the Mezzanine 1 Loan Documents, the Mezzanine 2 Loan Documents, theMezzanine 3 Loan Documents, the Mezzanine 4 Loan Documents, the Mezzanine 5 LoanDocuments, the Mezzanine 6 Loan Documents, the Mezzanine 7 Loan Documents, theMezzanine 8 Loan Documents, the Mezzanine 9 Loan Documents, the Mezzanine 10 Loan

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Documents and the Mezzanine 11 Loan Documents, as any of the same may be amended,restated, split, substituted, supplemented, amended, modified or extended from time to time.

"Mezzanine Loans" shall mean, individually or collectively as the context mayrequire, the Mezzanine 1 Loan, the Mezzanine 2 Loan, the Mezzanine 3 Loan, the Mezzanine 4Loan, the Mezzanine 5 Loan, the Mezzanine 6 Loan, the Mezzanine 7 Loan, the Mezzanine 8Loan, the Mezzanine 9 Loan, the Mezzanine 10 Loan and the Mezzanine 11 Loan.

"Mezzanine Notes" shall mean, individually or collectively as the context mayrequire, the Mezzanine 1 Note, the Mezzanine 2 Note, the Mezzanine 3 Note, the Mezzanine 4Note, the Mezzanine 5 Note, the Mezzanine 6 Note, the Mezzanine 7 Note, the Mezzanine 8Note, the Mezzanine 9 Note, the Mezzanine 10 Note and the Mezzanine 11 Note.

"Mezzanine Release Amount" shall mean the "Release Amount" as defined in theapplicable Mezzanine Loan Documents.

"Mortgage" shall mean that certain Mortgage, Security Agreement, Assignmentof Rents and Fixture Filing encumbering the Premises, in the original principal sum of the LoanAmount and dated as of November 17, 2006, as amended on the date hereof pursuant to thatcertain First Amendment to Mortgage, Security Agreement, Assignment of Rents and FixtureFiling, as the same may be modified, restated, split, amended, substituted or supplemented fromtime to time.

"Multiemployer Plan" shall mean a multiemployer plan defined as such in Section3(37) of ERISA to which contributions have been, or were required to have been, made byBorrower, Guarantor or any ERISA Affiliate and which is covered by Title N of ERISA.

"Net Capital Expenditures" shall mean for any period the amount by whichCapital Expenditures during such period exceeds reimbursements for such items during suchperiod from any fund established pursuant to the Loan Documents.

"Net Operating Income" shall mean in each Fiscal Year or portion thereof duringthe term hereof, Operating Income less Operating Expenses.

"Net Proceeds" shall mean the excess of (a)(i) the purchase price (at foreclosureor otherwise) actually received by Lender with respect to the Property as a result of the exerciseby Lender of its rights, powers, privileges and other remedies after the occurrence of an Event ofDefault, or (ii) in the event that Lender (or Lender's nominee) is the purchaser at foreclosure bycredit bid, then the amount of such credit bid, in either case, over (b) all costs and expenses,including, without limitation, all actual out-of-pocket attorneys' fees and disbursements and anybrokerage fees, if applicable, incurred by Lender in connection with the exercise of suchremedies, including the sale of such Property after a foreclosure against the Property.

"Non-Discretionary Expenses" means any non-discretionary expense required forthe Property, including, without limitation, any expense which, in Borrower's good faithjudgment exercised in a manner consistent with the Approved Manager Standard, is necessary to(a) comply with any of the obligations of the Borrower as landlord under any Space Lease, (b)comply with agreements, encumbrances or other instruments affecting the Property, (c) comply

USActive 6718959.12 -23-

with any other obligations of Borrower under agreements to which Borrower is a party(including, without limitation, under any Management Agreement), (d) pay Real Estate Taxes,(e) maintain insurance for the Property and Borrower as required under Section 3.01, or (f) payutility bills for the Property as and when due and payable.

"Note" shall mean collectively, Note A-I, Note A-2, Note A-3, Note A-4, NoteA-5 and Note A-6, as any of the same may be amended, restated, split, substituted,supplemented, amended, modified or extended from time to time..

"Note A-I" shall mean that certain Amended and Restated Promissory Note A-I,dated the date hereof, in the Principal Amount of $499,431,818.18 executed and delivered byBorrower, as maker, to Wachovia, as payee, which represents Component A-I of the Loan, asthe same may be amended, restated, split, substituted, supplemented, amended, modified orextended from time to time.

"Note A-2" shall mean that certain Amended and Restated Promissory Note A-2,dated the date hereof, in the Principal Amount of $499,431,818.18 executed and delivered byBorrower, as maker, to Wachovia, as payee, which represents Component A-2 of the Loan, asthe same may be amended, restated, split, substituted, supplemented, amended, modified orextended from time to time.



"Note A-5" shall mean that certain Amended and Restated Promissory Note A-5,dated the date hereof, in the Principal Amount of $800,000,000.00 executed and delivered byBorrower, as maker, to Merrill, as payee, which represents Component A-5 of the Loan, as thesame may be amended, restated, split, substituted, supplemented, amended, modified or extendedfrom time to time.

"Note A-6" shall mean that certain Amended and Restated Promissory Note A-6,dated the date hereof, in the Principal Amount of $202,272,727.28 executed and delivered byBorrower, as maker, to Merrill, as payee, which represents Component A-6 of the Loan, as thesame may be amended, restated, split, substituted, supplemented, amended, modified or extendedfrom time to time.

"O&M Operative Period" shall mean the period of time commencing upon thedate hereof and terminating on the Payment Date next succeeding the date upon which the DebtService Coverage for two (2) consecutive calendar quarters is 1.20:1.00 or greater.

USActive 6718959.12 -24-

"OFAC List" shall mean the list of specially designated nationals and blockedpersons subject to financial sanctions that is maintained by the U.S. Treasury Department, Officeof Foreign Assets Control and accessible through the internet websitewww.treas.gov/ofac/tllsdn.pdf.

"Officer's Certificate" shall mean a certificate delivered to Lender by Borrowerwhich is signed on behalf of Borrower by an authorized representative of Borrower which statesthat the items set forth in such certificate are true, accurate and complete in all material respects.

"Operating Expenses" shall mean, in each Fiscal Year or portion thereof duringthe term hereof, all expenses directly attributable to the operation, repair andlor maintenance ofthe Property including, without limitation, (a) Impositions, (b) insurance premiums, (c)management fees, whether or not actually paid, equal to the greater of the actual managementfees and one percent (1.0%) of annual rent (and with respect to commercial Leases, ''base'' or"fixed" Rent due under such Leases) and (d) costs attributable to the operation, repair andmaintenance of the systems for heating, ventilating and air conditioning the Improvements andactually paid for by Borrower. Operating Expenses shall not include interest, principal andpremium, if any, due under the Note or otherwise in connection with the Debt, deposits into theSub-Accounts, income taxes, Capital Expenditures, any non-cash charge or expense such asdepreciation or amortization or any item of expense otherwise includable in Operating Expenseswhich is paid directly by any tenant except Real Estate Taxes paid directly to any taxingauthority by any tenant.

"Operating Income" shall mean, in each Fiscal Year or portion thereof during theterm hereof, all revenue derived by Borrower arising from the Property including, withoutlimitation, rental revenues (whether denominated as basic rent, additional rent, escalationpayments, electrical payments or otherwise) and other fees and charges payable pursuant toLeases or otherwise in connection with the Property, and business interruption, rent or othersimilar insurance proceeds. Operating Income shall not include (a) Insurance Proceeds (otherthan proceeds of rent, business interruption or other similar insurance allocable to the applicableperiod) and Condemnation Proceeds (other than Condemnation Proceeds arising from atemporary taking or the use and occupancy of all or part of the applicable Individual Propertyallocable to the applicable period), or interest accrued on such Condemnation Proceeds, (b)proceeds of any financing, (c) proceeds of any sale, exchange or transfer of the Property or anypart thereof or interest therein, (d) capital contributions or loans to Borrower or an Affiliate ofBorrower, (e) any item of income otherwise includable in Operating Income but paid directly byany tenant to a Person other than Borrower (except for real estate taxes paid directly to anytaxing authority by any tenant which shall be included in Operating Income as rental income), (f)any other extraordinary, non-recurring revenues, (g) Rent paid by or on behalf of any lesseeunder a Space Lease which is the subject of any proceeding or action relating to its bankruptcy,reorganization or other arrangement pursuant to the Bankruptcy Code or any similar federal orstate law or which has been adjudicated a bankrupt or insolvent unless such Space Lease hasbeen affirmed by the trustee in such proceeding or action and the bankruptcy court has issued itsfinal non-appealable confirmation order with respect to such affirmation, (h) Rent paid by or onbehalf of any lessee under a Space Lease in whole or partial consideration for the termination ofany Space Lease (which payment shall be amortized over the remaining term of the terminatedSpace Lease and the applicable portion shall be included in Operating Income each month until

USActive 6718959.12 -25-

the payment is fully amortized), or (i) sales tax rebates from any Governmental Authority(provided that any Operating Expenses related to sales taxes will be reduced by an amount equalto any such sales tax rebates).

"Original Notes" shall mean each of the notes executed and delivered by PCVBorrower to Lender on November 17, 2006 in connection with the Original Loan Agreement.

"Parcel Loan-to-Value Ratio" shall mean the percentage arrived at by dividing (a)the unpaid aggregate principal balance of the Loan and the Mezzanine Loans by (b) the fairmarket value of the Property remaining subject to the lien of the Mortgage as determined by anMAl appraisal prepared by the Appraiser and dated not more than 120 days prior to the date ofdetermination of Loan-to-Value Ratio. For the purposes of this definition, the term "fair marketvalue" shall be reduced by (i) the amount of any indebtedness secured by a lien affecting theProperty that is prior to, or on a parity with, the lien of the Mortgage, and (ii) the value of anyproperty that is not "real property" within the meaning of Treas. Reg. §§ 1.860G-2 and 1.856-3(d).

"Pari Passu Debt" shall have the meaning set forth in Section 19.02(a) hereof.

"Participations" shall have the meaning set forth in Section 18.29 hereof.

"Payment Date" shall have the meaning set forth in the Note.

"PBGC" shall mean the Pension Benefit Guaranty Corporation established underERISA, or any successor thereto.

"PCV Mezzanine Borrowers" shall mean, individually or collectively as thecontext may require, PCV ST Mezz 1 LP, a Delaware limited partnership, PCV ST Mezz 2 LP, aDelaware limited partnership, PCV ST Mezz 3 LP, a Delaware limited partnership, PCV STMezz 4 LP, a Delaware limited partnership, PCV ST Mezz 5 LP, a Delaware limited partnership,PCV ST Mezz 6 LP, a Delaware limited partnership, PCV ST Mezz 7 LP, a Delaware limitedpartnership, PCV ST Mezz 8 LP, a Delaware limited partnership, PCV ST Mezz 9 LP, aDelaware limited partnership, PCV ST Mezz 10 LP, a Delaware limited partnership and PCV STMezz 11 LP, a Delaware limited partnership.

"PCV Operation and Maintenance Expense Sub-Account" shall mean the Sub-Account of the Central Account established pursuant to Section 5.02 hereof into which sumsallocated for the payment of Cash Expenses, Net Capital Expenditures and approvedExtraordinary Expenses for Peter Cooper Village shall be deposited.

hereof."Permitted Encumbrances" shall have the meaning set forth in Section 2.05(a)

"Permitted Fund Manager" shall mean any nationally-recognized manager ofinvestment funds (a) investing in debt or equity interests relating to commercial real estate, (b)investing through a fund with committed capital of at least $500,000,000 and (c) not subject toany case, proceeding or other action, whether commenced voluntarily or involuntarily, under anyexisting or future law of any jurisdiction relating to bankruptcy, insolvency, reorganization or

USActive 6718959.12 -26-

relief of debtors.

"Person" shall mean any individual, corporation, limited liability company,partnership, joint venture, estate, trust, unincorporated association, any federal, state, county ormunicipal government or any bureau, department or agency thereof and any fiduciary acting insuch capacity on behalf of any of the foregoing.

"Peter Cooper Village" shall mean the Individual Property more particularlydescribed on Exhibit J attached hereto.

"Plan" shall mean an employee benefit or other plan established or maintained byBorrower, Guarantor or any ERISA Affiliate during the five-year period ended prior to the dateof this Loan Agreement or to which Borrower, Guarantor or any ERISA Affiliate makes, isobligated to make or has, within the five year period ended prior to the date of this LoanAgreement, been required to make contributions (and which is covered by Title N of ERISA orSection 302 of ERISA or Section 401(a) or 412 of the Code), other than a Multiemployer Plan.

"Premises" shall have the meaning set forth in the Mortgage.

"Principal Amount" shall mean the Loan Amount as such amount may be reducedfrom time to time pursuant to the terms of this Loan Agreement, the Note or the other LoanDocuments.

"Principal Payments" shall mean all payments of principal made pursuant to theterms of the Note, if any.

"Pro-Forma Net Operating Income" shall mean Pro-Forma Operating Income lessPro-Forma Operating Expenses.

"Pro-Forma Operating Expenses" shall mean projected annualized OperatingExpenses based on a trailing twelve (12)-month period adjusted to take into account reasonablyanticipated increases or decreases in Operating Expenses.

"Pro-Forma Operating Income" shall mean projected annualized OperatingIncome (based on the most recent rent roll, annualized) and such other information as is requiredto be delivered by Borrower pursuant to Section 2.09 hereof excluding rent relating to tenantsunder Space Leases (pursuant to the most recent rent roll) the "base" rent of which (a) for theresidential Space Leases is more than ninety (90) days in arrears if the "base" rent under anysuch residential Space Lease is greater than $2,000 per month and (b) for the commercial SpaceLeases, is more than sixty (60) days in arrears, in the case of each of (a) and (b), as adjusted totake into account a vacancy factor equal to anticipated vacancies at the Property.

"Prohibited Person" shall mean any Person and/or any Affiliate thereof identifiedon the OFAC List or any other Person or foreign country or agency thereof with whom a U.S.Person may not conduct business or transactions by prohibition of Federal law or ExecutiveOrder of the President of the United States of America.

"Property" shall have the meaning set forth in the Mortgage.

USActive 6718959.12 -27-

"Property Agreements" shall mean all agreements, grants of easements and/orrights-of-way, reciprocal easement agreements, permits, declarations of covenants, conditionsand restrictions, disposition and development agreements, planned unit development agreements,parking agreements, party wall agreements or other instruments affecting the Property which arebinding upon Borrower or its successors and assigns, but not including any brokerageagreements, management agreements, service contracts, Space Leases or the Loan Documents.

"Pro-Rated Allocated Note Amount" shall have the meaning set forth in Section19.01(b) hereof.

hereof."Provided Information" shall have the meaning set forth in Section 18.30(a)

"Qualified fustitutional Lender" shall mean (i) Wachovia or an entity Controlling,Controlled by or under common Control with Wachovia, (ii) Merrill or an entity Controlling,Controlled by or under common Control with Merrill, (iii) Wachovia and Merrill, or an entityControlling, Controlled by or under common Control with Wachovia and/or Merrill or (iv) oneor more of the following:

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

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

(C) an institution substantially similar to any of the foregoing entitiesdescribed in clauses (A) or (B) that satisfies the Eligibility Requirements;

(D) any entity Controlled by anyone or more of the entities described inclauses (A), (B), (C), or (E) of this definition;

(E) a Qualified Trustee in connection with (aa) a securitization of, (bb) thecreation of collateralized debt obligations ("CDO") secured by, or (cc) a financingthrough an "owner trust" of, any Future Additional Debt or any interest therein (any ofthe foregoing, a "Securitization Vehicle"), provided that (1) in the case of a SecuritizationVehicle that is not a CDO, the special servicer of such Securitization Vehicle has theRequired Special Servicer Rating at the time of Transfer and the related transactiondocuments for such Securitization Vehicle require that any successor have a has theRequired Special Servicer Rating (such entity, an "Approved Servicer") and suchApproved Servicer is required to service and administer such Junior Loan or any interesttherein in accordance with servicing arrangements for the assets held by theSecuritization Vehicle which require that such Approved Serviceract in accordance with

USActive 671.8959.12 -28-

a servicing standard notwithstanding any contrary direction or instruction from any otherPerson; or (2) in the case of a Securitization Vehicle that is a CDO, the CDO AssetManager and, if applicable, each Intervening Trust Vehicle that is not administered andmanaged by a CDO Asset Manager which is a Qualified Transferee, are each QualifiedTransferees under clauses (A), (B), (C) or (D) of this definition;

(F) any Person for which the Rating Agencies give written confirmation thatany rating issued by the Rating Agency in connection with a Securitization of any portionof the Loan will not, as a result of such Person funding and holding the Future AdditionalDebt, be downgraded from the then current ratings thereof, qualified or withdrawn;

(G) an investment fund, hedge fund, limited liability company, limitedpartnership or general partnership where a Permitted Fund Manager or an entity that isotherwise a Qualified Institutional Lender under clauses (A), (B), (C) or CD) of thisdefinition acts as the general partner, managing member or fund manager and at least50% of the equity interests in such investment vehicle are owned, directly or indirectly,by one or more entities that are otherwise Qualified Institutional Lenders under clauses(A), (B), (C) or (D) of this definition; or

(H) any Person which is a Qualified Institutional Lender (pursuant to theforegoing clauses) but is acting in any agency capacity in connection with a lendingsyndicate, so long as at least fifty-one percent (51%) or more of the lenders in the lendingsyndicate (by then current loan balance) are Qualified Institutional Lenders (pursuant tothe foregoing clauses).

"Qualified Trustee" means (a) a corporation, national bank, national bankingassociation or a trust company, organized and doing business under the laws of any state or theUnited States of America, authorized under such laws to exercise corporate trust powers and toaccept the trust conferred, having a combined capital and surplus of at least $100,000,000 andsubject to supervision or examination by federal or state authority, (b) an institution insured bythe Federal Deposit Insurance Corporation or (c) an institution whose long term senior unsecureddebt is rated either of the then in effect top two rating categories of S&P and either Fitch orMoody's (provided, however, if the Loan has been securitized, the rating requirement of anyagency not a Rating Agency will be disregarded).

"Ratable Share" shall mean, with respect to any Co-Lender, its share of the Loanbased on the proportion of the outstanding principal of the Loan advanced by such Co-Lender tothe total outstanding principal amount of the Loan. The Ratable Share of Wachovia after givingeffect to the funding of the Loan on the Closing Date is $1,997,727,272.73 and the RatableShare of Merrill after giving effect to the funding of the Loan on the Closing Date is$1,002,272,727.27.

"Rating Agency" shall mean each of Standard & Poor's Ratings Services, adivision of The McGraw-Hill Company, Inc. ("Standard & Poor's"), Fitch, Inc., and Moody'sInvestors Service, Inc. ("Moody's") and any successor to any of them; provided, however, that atany time after a Securitization, "Rating Agency" shall mean those of the foregoing ratingagencies that from time to time rate the securities issued in connection with such Securitization.

USActive 6718959.12 -29-

"Real Estate Taxes" shall mean all real estate taxes, assessments (including,without limitation, all assessments for public improvements or benefits, whether or notcommenced or completed prior to the Closing Date and whether or not commenced or completedwithin the term of this Loan Agreement), water, sewer or other rents and charges, and all othergovernmental charges, in each case whether general or special, ordinary or extraordinary, orforeseen or unforeseen, of every character in respect of the Realty (including all interest andpenalties thereon), which at any time prior to, during or in respect of the term hereof may beassessed or imposed on or in respect of or be a lien upon the Realty or any part thereof.

"Realty" shall have the meaning set forth in Section 2.05(b) hereof.

"Recourse Distributions" shall have the meaning set forth in Section 18.32 hereof.

"Recurring Replacement Expenditures" shall mean expenditures related to capitalrepairs, replacements and improvements performed at the Property from time to time.

"Recurring Replacement Reserve Monthly Installment" shall mean the amountper month set forth on Exhibit B attached hereto and made a part hereof.

"Recurring Replacement Reserve Sub-Account" shall mean the Sub-Account ofthe Central Account established pursuant to Section 5.02 hereof into which the Initial RecurringReplacement Reserve Deposit and the Recurring Replacement Reserve Monthly Installment shallbe deposited.

"Register" shall have the meaning set forth in Section 18.36 hereof.

"Regulation AB" shall mean Regulation AB under the Securities Act and theSecurities Exchange Act of 1934 (as amended).

"Related Loan" shall have the meaning set forth in Section 18.30 hereof.

"Related Property" shall have the meaning set forth in Section 18.30 hereof.

"Release" shall have the meaning set forth in Section 19.01 hereof.

"Release Amount" shall have the meaning set forth in Section 19.01(b) hereof.

"Release Asset" shall have the meaning set forth in Section 19.01 hereof.

"Release Building" shall have the meaning set forth in Section 19.01 hereof.

"Release Parcel" shall have the meaning set forth in Section 19.01 hereof.

"Release Property" shall have the meaning set forth in Section 19.01 hereof.

"Reletting Expenditures" shall mean actual out-of-pocket expenditures incurredby Borrower relating to reletting of space at the Property and in connection with any brokeragecommissions due and payable (including all commissions and reasonable expenses payable toManager with respect to the leasing of the Premises under the Management Agreement), or any

USActive 6718959.12 -30-

improvements and replacements required to be made by Borrower (or reasonable and actual out-of-pocket expenditures paid to tenants in connection with any improvements and replacementsmade by tenants at the Property) under the terms of any Lease to prepare the relevant space foroccupancy by the tenant thereunder.

"Relevant Documents" shall have the meaning set forth in Section 18.32 hereof.

"Relevant Portions" shall have the meaning set forth in Section 18.3l(b) hereof.

"Rent Stabilization Laws" shall mean any and all laws, rules and regulationsapplicable to the Property or any portion thereof, whether now or hereinafter enacted, relating tothe regulation of rental rates and related charges for residential apartment units.

"Rents" shall have the meaning set forth in the Mortgage.

"Required Debt Service Coverage" shall mean a Debt Service Coverage of notless than 1.0:1.0.

"Required Debt Service Payment" shall mean, as of any Payment Date, theamount of interest and principal (if any) then due and payable pursuant to the Note, together withany other sums due thereunder, including, without limitation, any prepayments required to bemade or for which notice has been given (and not rescinded in accordance with the terms hereof)under this Loan Agreement, Default Rate Interest and premium, if any, paid in accordancetherewith.

"Required Special Servicer Rating" means a special servicer that (a) has a ratingof "CSS3" in the case of Fitch, (b) is on S&P's Select Servicer List as a US CommercialMortgage Special Servicer in the case of S&P and (c) in the case of Moody's, such specialservicer is acting as special servicer for a loan in a commercial mortgage loan securitization thatwas rated by Moody's within the twelve (12) month period prior to the date of determination andMoody's has not downgraded or withdrawn the then current rating on any class of commercialmortgage securities or placed any class of commercial mortgage securities on watch citing thecontinuation of such special servicer as special servicer of such commercial mortgage securities.The requirement of any agency not a Rating Agency shall be disregarded.

hereof."Retention Amount" shall have the meaning set forth in Section 3.04(b)(vii)

"Sale" shall have the meaning set forth in Section 9.04 hereof.

"Securities" shall have the meaning set forth in Section 18.29 hereof.

hereof."Securities Liabilities" shall have the meaning set forth in Section 18.31(b)

"Securities Act" shall mean the Securities Act of 1933, as the same shall beamended from time to time.

USActive 6718959.12 -31-

"Securitization" shall have the meaning set forth in Section 18.29 hereof.

"Securitization Vehicle" shall have the meaning set forth in the definition of"Qualified Institutional Lender" set forth herein.

"Security Deposit Account" shall have the meaning set forth in Section 5.01hereof.

"Servicer" shall have the meaning set forth in Section 18.33 hereof.

"Servicing Agreement" shall have the meaning set forth in Section 18.33 hereof.

"Significant Obligor" shall have the meaning set forth in Item 1l01(k) ofRegulation AB.

"Single Purpose Entity" shall mean a corporation, partnership, joint venture,limited liability company, trust or unincorporated association, which is formed or organizedsolely for the purpose of holding, directly, an ownership interest in the Property or, with respectto General Partner, holding an ownership interest in and managing a Person which holds anownership interest in the Property, does not engage in any business unrelated to the Property or,with respect to General Partner, a Person which holds an ownership interest in the Property, doesnot have any assets other than those related to its interest in the Property or, with respect toGeneral Partner, a Person which holds an ownership interest in the Property or any indebtednessother than as permitted by this Loan Agreement or the other Loan Documents, has its ownseparate books and records and has its own accounts, in each case which are separate and apartfrom the books and records and accounts of any other Person, holds itself out as being a Personseparate and apart from any other Person and which otherwise satisfies the criteria of the RatingAgency, as in effect on the Closing Date, for a special-purpose bankruptcy-remote entity as setforth in Section 2.02(g).

"Solvent" shall mean, as to any Person, that (a) the sum of the assets of suchPerson, at a fair valuation, exceeds its liabilities, including contingent liabilities, (b) such Personhas sufficient capital with which to conduct its business as presently conducted and as proposedto be conducted and (c) such Person has not incurred debts, and does not intend to incur debts,beyond its ability to pay such debts as they mature. For purposes of this definition, "debt" meansany liability on a claim, and "claim" means (a) a right to payment, whether or not such right isreduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed.undisputed, legal, equitable, secured or unsecured, or (b) a right to an equitable remedy forbreach of performance if such breach gives rise to a payment, whether or not such right to anequitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed,undisputed, secured, or unsecured. With respect to any such contingent liabilities, such liabilitiesshall be computed in accordance with GAAP at the amount which, in light of all the facts andcircumstances existing at the time, represents the amount which can reasonably be expected tobecome an actual or matured liability.

"Space Leases" shall mean any Lease or any other agreement providing for theuse and occupancy of a portion of the Property together with any supplements, renewals,amendments, modifications or extensions thereof.

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"ST Mezzanine Borrowers" shall mean, individually or collectively as the contextmay require, ST Mezz 1 LP, a Delaware limited partnership, ST Mezz 2 LP, a Delaware limitedpartnership, ST Mezz 3 LP, a Delaware limited partnership, ST Mezz 4 LP, a Delaware limitedpartnership, ST Mezz 5 LP, a Delaware limited partnership, ST Mezz 6 LP, a Delaware limitedpartnership, ST Mezz 7 LP, a Delaware limited partnership, ST Mezz 8 LP, a Delaware limitedpartnership, ST Mezz 9 LP, a Delaware limited partnership, ST Mezz lO LP, a Delaware limitedpartnership and ST Mezz 11 LP, a Delaware limited partnership,

"ST Operation and Maintenance Expense Sub-Account" shall mean the Sub-Account of the Central Account established pursuant to Section 5.02 hereof into which sumsallocated for the payment of Cash Expenses, Net Capital Expenditures and approvedExtraordinary Expenses for Stuyvesant Town shall be deposited.

"State" shall mean any of the states which are members of the United States ofAmerica.

"Stuyvesant Town" shall mean the Individual Property more particularlydescribed on Exhibit I attached hereto.

"Sub-Accounts" shall have the meaning set forth in Section 5.02 hereof.

"Subordinate Debt" shall have the meaning set forth in Section 19.02(b) hereof.

"Substantial Casualty" shall have the meaning set forth in Section 3.04 hereof.

"Substantial Taking" shall have the meaning set forth in Section 6.01(b) hereof.

"Survey" shall mean the survey of the Premises provided by Borrower to Lenderin connection with the origination of the Loan.

"Syndication" shall have the meaning set forth in Section 18.29 hereof.

"Taking" shall mean a condemnation or taking pursuant to the lawful exercise ofthe power of eminent domain.

"Transfer" shall mean the conveyance, assignment, sale, mortgaging,encumbrance, pledging, hypothecation, granting of a security interest in, granting of options withrespect to, or other disposition of (directly or indirectly, voluntarily or involuntarily, by operationof law or otherwise, and whether or not for consideration or of record) all or any portion of anylegal or beneficial interest (a) in all or any portion of the Property; (b) if Borrower is acorporation or, if any General Partner is a corporation, in the stock of Borrower or any GeneralPartner; (c) in Borrower (or any trust of which Borrower is a trustee); or (d) if Borrower is alimited or general partnership, joint venture, limited liability company, trust, nominee trust,tenancy in common or other unincorporated form of business association or form of ownershipinterest, in any Person having a legal or beneficial ownership in Borrower, excluding any legal orbeneficial interest in any constituent limited partner, if Borrower is a limited partnership, or inany non-managing member, if Borrower is a limited liability company, unless such interestwould, or together with all other direct or indirect interests in Borrower which were previously

USActive 6718959.12 -33-

transferred, aggregate 49% or more of the partnership or membership, as applicable, interest inBorrower or would result in any Person w~o, as of the Closing Date, did not own, directly orindirectly, 49% or more of the partnership or membership, as applicable, interest in Borrower,owning, directly or indirectly, 49% or more of the partnership or membership, as applicable,interest in Borrower and excluding any legal or beneficial interest in any General Partner unlesssuch interest would, or together with all other direct or indirect interest in the General Partnerwhich were previously transferred, aggregate 49% or more of the partnership or membership, asapplicable, interest in the General Partner (or result in a change in control of the management ofthe General Partner from the individuals exercising such control immediately prior to theconveyance or other disposition of such legal or beneficial interest) and shall also include,without limitation to the foregoing, the following: an installment sales agreement whereinBorrower agrees to sell the Property or any part thereof or any interest therein for a price to bepaid in installments; an agreement by Borrower leasing all or substantially all of the Property toone or more Persons pursuant to a single or related transactions, or a sale, assignment or othertransfer of, or the grant of a security interest in, Borrower's right, title and interest in and to anyLeases or any Rent; any instrument subjecting the Property to a condominium regime ortransferring ownership to a cooperative corporation; and the dissolution or termination ofBorrower (or any General Partner) or the merger or consolidation of Borrower (or any GeneralPartner) with any other Person.

"TS Control Person" means any of Robert V. Tishman, Jerry I. SpeyerandJorRobert J. Speyer, their spouses, descendants, heirs, legatees or devisees andlor the ManagingDirectors of Tishman Speyer Properties, L.P. on the date "Control" is sought to be determined,and which Managing Directors either (a) were serving as such on the Closing Date or (b) havebeen Managing Directors of Tishman Speyer Properties, L.P. or its Affiliates for a period of atleast five (5) years prior to the date "Control" is sought to be determined and on the date"Control" is sought to be determined.

"UCC" shall mean the Uniform Commercial Code as in effect on the ClosingDate in the State in which the Realty is located; provided. however, that if by reason ofmandatory provisions of law, the perfection or the effect of perfection or non-perfection orpriority of the security interest in any item or portion of the collateral is governed by the UniformCommercial Code as in effect in a jurisdiction other than the State in which the Realty is located("Other UCC State"), "UCC" means the Uniform Commercial Code as in effect in such OtherUCC State for purposes of the provisions hereof relating to such perfection or effect ofperfection or non-perfection or priority.

"Underwriter Group" shall have the meaning set forth in Section 18.31 hereof.

"Unscheduled Payments" shall mean (a) all Loss Proceeds that Borrower haselected or is required to apply to the repayment of the Debt pursuant to this Loan Agreement, theNote or any other Loan Documents, (b) any funds representing a voluntary or involuntaryprincipal prepayment and (c) any Net Proceeds.

"Use Requirements" shall mean any and all building codes, permits, certificatesof occupancy or compliance, laws, regulations, or ordinances (including. without limitation,health, pollution, fire protection, medical and day-care facilities, waste product and sewage

USActive 6718959.12 -34-

disposal regulations), restrictions of record, easements, reciprocal easements, declarations orother agreements affecting the use of the Property or any part thereof.

"Welfare Plan" shall mean an employee welfare benefit plan as defined in Section3(1) of ERISA established or maintained by Borrower, Guarantor or any ERISA Affiliate or thatcovers any current or former employee of Borrower, Guarantor or any ERISA Affiliate.

"Work" shall have the meaning set forth in Section 3.04(a)(i) hereof.

ARTICLED

REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER

Section 2.01 Payment of Debt. Borrower will pay the Debt at the time and inthe manner provided in the Note and the other Loan Documents, all in lawful money of theUnited States of America in immediately available funds.

Section 2.02 Representations. Warranties and Covenants of Borrower.Borrower represents and warrants, as of the date hereof, and covenants (provided the same is setforth herein as a covenant) to Lender:

(a) Organization and Authority. Each Borrower (i) is a limited liabilitycompany, general partnership. limited partnership or corporation, as the case may be. dulyorganized, validly existing and in good standing under the laws of the jurisdiction of itsformation. (ii) has all requisite power and authority and all necessary licenses and permits to ownand operate the applicable Individual Property and to carryon its business as now conducted andas presently proposed to be conducted and (iii) is duly qualified, authorized to do business and ingood standing in the jurisdiction where the applicable Individual Property is located and in eachother jurisdiction where the conduct of its business or the nature of its activities makes suchqualification necessary. If a Borrower is a limited liability company, limited partnership orgeneral partnership, each general partner or managing member, as applicable, of such Borroweris duly organized, validly existing, and in good standing under the laws of the jurisdiction of itsincorporation. Each Borrower's organizational documents and any amendments or modificationsthereof have been duly authorized, executed and delivered and Borrower has obtained anyapprovals or consents necessary to make such modifications or amendments.

(b) Power. Each Borrower and. if applicable, each General Partner has fullpower and authority to execute, deliver and perform, as applicable, the Loan Documents towhich it is a party, to make the borrowings thereunder, to execute and deliver the Note and togrant to Lender a first, prior, perfected and continuing lien on and security interest in theapplicable Individual Property, subject only to the Permitted Encumbrances.

(c) Authorization of Borrowing. The execution, delivery and performance ofthe Loan Documents to which each Borrower is a party, the making of the borrowingsthereunder, the execution and delivery of the Note, the grant of the liens on the applicableIndividual Property pursuant to the Loan Documents to which each Borrower is a party and theconsummation of the Loan are within the powers of such Borrower and have been duly

USActive 6718959.12 -35-

authorized by each Borrower and, if applicable, the General Partners, by all requisite action (andeach Borrower hereby represents that no approval or action of any member, limited partner orshareholder, as applicable, of such Borrower is required to authorize any of the Loan Documentsto which such Borrower is a party) and will constitute the legal, valid and binding obligation ofeach Borrower, enforceable against each Borrower in accordance with their terms, except asenforcement may be stayed or limited by bankruptcy, insolvency or similar laws affecting theenforcement of creditors' rights generally and by general principles of equity (whetherconsidered in proceedings at law or in equity) and will not (i) violate any provision of itspartnership agreement or partnership certificate or certificate of incorporation or by-laws, oroperating agreement, certificate of formation or articles of organization, as applicable, or, to itsknowledge, any law, judgment, order, rule or regulation of any court, arbitration panel or otherGovernmental Authority, domestic or foreign, or other Person affecting or binding upon eitherBorrower or the Property, or (ii) violate any provision of any indenture, agreement, mortgage,deed of trust, contract or other instrument to which either Borrower or, if applicable, any GeneralPartner is a party or by which any of their respective property, assets or revenues are bound, orbe in conflict with, result in an acceleration of any obligation or a breach of or constitute (withnotice or lapse of time or both) a default or require any payment or prepayment under, any suchindenture, agreement, mortgage, deed of trust, contract or other instrument, or (iii) result in thecreation or imposition of any lien, except those in favor of Lender as provided in the LoanDocuments to which it is a party.

(d) Consent. Neither Borrower nor, if applicable, any General Partner, isrequired to obtain any consent, approval or authorization from, or to file any declaration orstatement with, any Governmental Authority or other agency in connection with or as a conditionto the execution, delivery or performance of this Loan Agreement, the Note or the other LoanDocuments which has not been so obtained or filed.

(e) Interest Rate. The rate of interest paid under the Note and the method andmanner of the calculation thereof do not violate any usury or other law or applicable LegalRequirement.

(f) Other Agreements. Neither Borrower is a party to nor is otherwise boundby any agreements or instruments which, individually or in the aggregate, are reasonably likelyto have a Material Adverse Effect. Neither Borrower nor, if applicable, any General Partner, isin violation of its organizational documents or other restriction or any agreement or instrumentby which it is bound, or any judgment, decree, writ, injunction, order or award of any arbitrator,court or Governmental Authority, or any Legal Requirement, in each case, applicable to eitherBorrower or the Property, except for such violations that would not, individually or in theaggregate, have a Material Adverse Effect.

(g) Maintenance of Existence. (i) Borrower is familiar with the criteria of theRating Agency required to qualify as a special-purpose bankruptcy-remote entity and Borrowerand, if applicable, each General Partner at all times since their formation have been duly formedand existing at all times and at all times has preserved and shall preserve and has kept and shallkeep in full force and effect their existence as a Single Purpose Entity.

(ii) Borrower and, if applicable, each General Partner, at all times since their

USActive 6718959.12 -36-

organization have complied, and will continue to comply, with the provisions of itscertificate of limited partnership and agreement of limited partnership or certificate ofincorporation and by-laws or articles of organization, certificate of formation andoperating agreement in effect from time to time, as applicable, and the laws of itsjurisdiction of organization relating to partnerships, corporations or limited liabilitycompanies, as applicable.

(iii) Borrower and, if applicable, each General Partner have done or caused tobe done and will do all things necessary to observe organizational formalities andpreserve their separate existence and Borrower and, if applicable, each General Partnerwill not amend, modify or otherwise change the certificate of limited partnership andagreement of limited partnership or certificate of incorporation and by-laws or articles oforganization, certificate of formation and operating agreement, as applicable, or otherorganizational documents of Borrower and, if applicable, each General Partner, otherthan ministerial modification, without the prior written consent of Lender.

(iv) Borrower and, if applicable, each General Partner, have at all timesaccurately maintained, and will continue to accurately maintain, their respective financialstatements, accounting records and other partnership, company or corporate documentsseparate from those of any other Person and not have its assets listed on any financialstatement of any other Person; provided, however, that Borrower and, as applicable,General Partner's assets may be included in a consolidated financial statement of theirAffiliates provided that (i) appropriate notation shall be made on such consolidatedfinancial statements to indicate the separateness of Borrower and General Partner fromsuch Affiliate and to indicate that Borrower's and General Partner's assets and credit arenot available to satisfy the debts and other Obligations of such Affiliate or any otherPerson, except with respect to the other Borrower, and (ii) the assets of Borrower andGeneral Partner shall also be listed on its own separate balance sheet and Borrower and,if applicable, General Partner have, if required by applicable law, filed and will, ifrequired by applicable law, file its own tax returns and pay any taxes required to be paidunder applicable law. Borrower and, if applicable, each General Partner have not at anytime since their formation commingled, and will not commingle, their respective assetswith those of any other Person and each has maintained and will maintain its assets insuch a manner such that it will not be costly or difficult to segregate, ascertain or identifyits individual assets from those of any other Person. Borrower and, if applicable, eachGeneral Partner has not permitted and will not permit any Affiliate independent access toits bank accounts. Borrower and, if applicable, each General Partner have at all timessince their formation accurately maintained and utilized, and will continue to maintaintheir own separate bank accounts, payroll and separate books of account and use separatestationery, invoices and checks.

(v) Borrower and, if applicable, each General Partner, have at all times paid,and will continue to pay, their own liabilities from their own separate assets to the extentthere is sufficient revenue from the Property and has allocated and charged and shall eachallocate and charge fairly and reasonably any overhead which Borrower and, ifapplicable, any General Partner, shares with any other Person, including, withoutlimitation, for office space and services performed by any employee of another Person.

USActive 6718959.12 -37-

(vi) Borrower and, if applicable, each General Partner, have at all timesidentified themselves, and will continue to identify themselves, in all dealings with thepublic and all other Persons, under t~eir own names and as separate and distinct entitiesand has corrected and shall correct abY known misunderstanding regarding their status asseparate and distinct entities. Borr \ d, if applicable, each General Partner, have notat any time identified themselves, d (will ot identify themselves, as being a departmentor division of any other Person (P~OVid ,that, Lender acknowledges that ST Borrower'snot sending Lessee Payment Direofion Letters (as defmed in the Lockbox Agreement) onthe date hereof similar to the Lessee Payment Direction Letters delivered by PCV

\Borrower on or about the Closing ,ate to the existing tenants at Stuyvesant Town is notcontradictory to this claUSe).J

(vii) Borrower and, if applicable, each General Partner, have been at all times,and will continue to be, adequately ~apitalized in light of the nature of their respectivebusinesses; provided, however, that the foregoing shall not require any limited partner orthe General Partner, if any, to make additional capital contributions to Borrower.

(viii) Borrower and, if applicable, each General Partner, (A) have not owned, donot own and will not own any assets or property other than, with respect to Borrower, theProperty and any incidental personal property necessary for the ownership, managementor operation of the Property and, with respect to General Partner, if applicable, its interestin Borrower; provided, however, that PCV Borrower has owned the Distributed Propertyprior to the date hereof, and, where the context requires in this subsection (g), referencesto the "Property" with respect to a particular Borrower refers to its interest in the realproperty and improvements known generally as Peter Cooper Village, or the DistributedProperty, as applicable, on the date hereof; and provided further, that where the contextrequires in this subsection (g), references to a General Partner's interest in a Borrowerrefers to the applicable General Partner's interest in pev Borrower or ST Borrower, asthe case may be;, (B) have not engaged and will not engage in any business other than theownership, management and operation, development and redevelopment of the Propertyor, with respect to General Partner, if applicable, its interest in Borrower, (C) have notincurred and will not incur any debt, secured or unsecured, direct or contingent (includingguaranteeing any obligation), other than, with respect to Borrower, (X) the Loan and (Y)unsecured trade and operational debt which (1) is not evidenced by a note, (2) is incurredin the ordinary course of the operation of the Property, (3) does not exceed one percent(1%) of the Aggregate Loan Amount and (4) is, unless being contested in accordancewith the terms of this Loan Agreement, paid when due but in no event later than ninety(90) days after the date incurred, (D) except as contemplated herein with respect to theother Borrower, have not pledged and will not pledge their assets for the benefit of anyother Person, and (E) have not made or permitted to remain outstanding and will notmake or permit to remain outstanding any loans or advances to any Person (including anyAffiliate).

(ix) Borrower and, if applicable, any General Partner will conduct businessonly in its own name (provided, that, Lender acknowledges that ST Borrower's notsending Lessee Payment Direction Letters (as defined in the Lockbox Agreement) on thedate hereof similar to the Lessee Payment Direction Letters delivered by PCV Borrower

USActive 6718959.12 -38-

on or about the Closing Date to the existing tenants at Stuyvesant Town is notcontradictory to this clause).

(x) Neither Borrower nor, if applicable, any General Partner has, and neitherof such Persons will have, any subsidiaries (other than, with respect to General Partner,its interest in Borrower).

(xi) Borrower has preserved and maintained and will preserve and maintain itsexistence as a Delaware limited partnership and all rights, privileges, tradenames andfranchises. General Partner has preserved and maintained and will preserve and maintainits existence as a Delaware limited liability company and all rights, privileges,tradenames and franchises.

(xii) Neither Borrower, nor, if applicable, any General Partner, has merged orconsolidated with, and neither will merge or consolidate with, and except as expresslystated herein with respect to the Transfer of the Distributed Property by the pevBorrower, neither has sold all or substantially all of its respective assets to any Person,and neither will sell all or substantially all of its respective assets to any Person, andneither has liquidated, wound up or dissolved itself (or suffered any liquidation, windingup or dissolution) and, to the fullest extent permitted by applicable law, neither willliquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution).Neither Borrower, nor, if applicable, any General Partner has acquired nor will acquireany business or assets from, or capital stock or other ownership interest of, or be a partyto any acquisition of, any Person (other than, with respect to General Partner, its interestin Borrower).

(xiii) Except as contemplated herein with respect to the other Borrower,Borrower and, if applicable, each General Partner, have not at any time since theirformation assumed, guaranteed or held themselves or their credit out to be responsiblefor, and will not assume, guarantee or hold themselves or their credit out to beresponsible for the liabilities or the decisions or actions respecting the daily businessaffairs of their partners, shareholders or members or any predecessor company,corporation or partnership (other than, with respect to any General Partner, Borrower),each as applicable, any Affiliates, or any other Persons. Neither Borrower nor GeneralPartner, if applicable, has at any time since its formation acquired, nor will acquire,obligations or securities of its partners or shareholders, members or any predecessorcompany, corporation or partnership, each as applicable, or any Affiliates (other than,with respect to General Partner, its interest in Borrower). Borrower and, if applicable,each General Partner, have not at any time since their formation made, and will not make,loans to its partners, members or shareholders or any predecessor company, corporationor partnership, each as applicable, or any Affiliates of any of such Persons. Borrowerand, if applicable, each General Partner, have no known contingent liabilities except forany liabilities that may result from the pending litigation set forth on Schedule 2.02(0)attached hereto and the Disclosure Schedule, nor do they have any material financialliabilities under any indenture, mortgage, deed of trust, loan agreement or otheragreement or instrument to which such Person is a party or by which it is otherwisebound other than under the Loan Documents.

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(xiv) Except for capital contributions or distributions permitted under the termsand conditions of their organizational documents and properly reflected on their booksand records, neither Borrower, nor General Partner, if applicable, has at any time since itsformation entered into neither was a party to, and, neither will enter into or be a party to,any transaction with its Affiliates, members, partners or shareholders, as applicable, orany Affiliates thereof except in the ordinary course of business of such Person on termswhich are no less favorable to such Person than would be obtained in a comparable arm'slength transaction with an unrelated third party.

(xv) If Borrower is a limited partnership or a limited liability company, theGeneral Partner shall be a corporation or limited liability company whose sole asset is itsinterest in Borrower and the General Partner will at all times comply, and will causeBorrower to comply, with each of the representations, warranties, and covenantscontained in this Section 2.02(g) as if such representation, warranty or covenant wasmade directly by such General Partner.

(xvi) If Borrower or General Partner is a single member limited liabilitycompany, is formed in Delaware and has two (2) alternate springing members, if suchmembers are natural persons, or one (1) springing member if such member is an entitywith either a board of managers with two (2) Independent Directors or a non-membermanager that is a Single Purpose Entity that is a corporation with two (2) IndependentDirectors;

(xvii) Borrower shall at all times cause there to be at least two duly appointedmembers of the board of directors or board of managers or other governing board orbody, as applicable (an "Independent Director"), of, if Borrower is a corporation,Borrower, if Borrower is a limited liability company, of Borrower or the General Partner,or if Borrower is a limited partnership, of the General Partner, reasonably satisfactory toLender who shall not have been at the time of such individual's appointment, and maynot be or have been at any time during the five (5) years preceding such initialappointment (A) a shareholder, officer, director (with the exception of serving asIndependent Director of the General Partner), trustee, attorney, counsel, partner (with theexception of serving as a special limited partner of Borrower), member (with theexception of serving as special member of the General Partner) or employee of Borroweror any of the foregoing Persons or Affiliates thereof, (B) a customer or creditor of, orsupplier or service provider to, the General Partner, Borrower or any of theirshareholders, partners, members or their Affiliates, (C) a member of the immediatefamily of any Person excluded from serving as Independent Director in (A) or (B) aboveor (D) a Person Controlling, Controlled by or under common Control with any Personexcluded from serving as Independent Director in (A) through (C) above. A naturalperson who otherwise satisfies the foregoing definition except for being the IndependentDirector or special limited partner of a Single Purpose Entity Affiliated with Borrower orGeneral Partner shall not be disqualified from serving as an Independent Director if suchindividual is at the time of initial appointment, or at any time while serving as theIndependent Director, an Independent Director or special limited partner of a SinglePurpose Entity Affiliated with Borrower or General Partner if such individual is anindependent director provided by a nationally-recognized company that provides

USActive 6718959.12 -40-

professional independent directors (a "Professional Independent Director").Notwithstanding the immediately preceding sentence, an Independent Director may notsimultaneously serve as Independent Director of the Borrower and independent directorof a special purpose entity (other than the General Partner) that owns a direct or indirectequity interest in the Borrower or a direct or indirect interest in any co-borrower with theBorrower. A natural person who satisfies the foregoing definition other thansubparagraph (B) above shall not be disqualified from serving as an Independent Directorof the Borrower or General Partner if such individual is a Professional IndependentDirector. For the purposes of this paragraph, a "special purpose entity" is an entitywhose organizational documents contain restrictions on its activities and imposerequirements intended to preserve the Borrower's separateness that are substantiallysimilar to the Single Purpose Entity requirements of this Section 2.02(g).

(xviii) Borrower and, if applicable, each General Partner, shall not cause orpermit the board of directors or board of managers or other governing board or body, asapplicable, of Borrower or, if applicable, each General Partner, to take any MaterialAction (as defined in the organizational documents of Borrower and, if applicable, eachGeneral Partner) which, under the terms of any certificate of incorporation, by-laws,certificate of formation, operating agreement or articles of organization with respect toany common stock, requires a vote of the board of directors of Borrower, or, ifapplicable, the General Partner, unless at the time of such action there shall be at leasttwo members who are Independent Directors.

(xix) Borrower and, if applicable, each General Partner has paid and shall paythe salaries of their own employees and each has maintained and shall maintain asufficient number of employees (if any) in light of their contemplated businessoperations.

(xx) Borrower shall, and shall cause its Affiliates to, and Borrower has and hascaused its Affiliates to, conduct its business so that the assumptions made with respect toBorrower and, if applicable, each General Partner, in that certain opinion letter relatingto substantive non-consolidation dated the date hereof (the "Insolvency Opinion")delivered in connection with the Loan has been and shall be true and correct in allmaterial respects.

(xxi) Borrower and, if applicable, each General Partner has not bought or heldand will not buy or hold evidence of indebtedness issued by any other Person (other thancash or investment grade securities).

Notwithstanding anything to the contrary contained in this Section 2.02(g),provided Borrower is a Delaware single member limited liability company which satisfies thesingle purpose bankruptcy remote entity requirements of each Rating Agency for a singlemember limited liability company, the foregoing provisions of this Section 2.02(g) shall notapply to the General Partner.

(h) No Defaults. No Default or Event of Default has occurred and iscontinuing or would occur as a result of the consummation of the transactions contemplated by

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the Loan Documents. Neither Borrower is in default beyond any applicable notice and/or graceperiods in the payment or performance of any of its Contractual Obligations in any respect unlessthe same are being disputed and diligently pursued to resolution.

(i) Consents and Approvals. Each Borrower and, if applicable, each GeneralPartner, have obtained or made all necessary (i) consents, approvals and authorizations, andregistrations and filings of or with all Governmental Authorities and (ii) consents, approvals,waivers and notifications of partners, stockholders, members, creditors, lessors and othernongovernmental Persons, in each case, which are required to be obtained or made by aBorrower or, if applicable, the General Partner, in connection with the execution and delivery of,and the performance by Borrower of its obligations under, the Loan Documents.

U) Investment Company Act Status, etc. Neither Borrower is (i) an"investment company," or a company "controlled" by an "investment company," as such termsare defined in the Investment Company Act of 1940, as amended, (ii) a "holding company" or a"subsidiary company" of a "holding company" or an "affiliate" of either a "holding company" ora "subsidiary company" within the meaning of the Public Utility Holding Company Act of 1935,as amended or replaced, or (iii) subject to any other federal or state law or regulation whichpurports to restrict or regulate its ability to borrow money.

(k) Compliance with Law. Except as previously disclosed to Lender in theDisclosure Schedule, the Engineering Reports and the Environmental Reports, Borrower hasreceived no notice of violation of any Legal Requirements and except for such violations whichwould not, individually or in the aggregate, have a Material Adverse Effect, each Borrower is incompliance in all material respects with all Legal Requirements to which it or the Property issubject, including, without limitation, all Environmental Statutes, the Occupational Safety andHealth Act of 1970, the Americans with Disabilities Act and ERISA except for such violationswhich would not, individually or in the aggregate, have a Material Adverse Effect. No portion ofthe Property has been or will be purchased, improved, fixtured, equipped or furnished by eitherBorrower or any Affiliate of Borrower with proceeds of any illegal activity and, to Borrower'sknowledge, no illegal activities are being conducted at or from the Property. Except aspreviously disclosed to Lender in the Disclosure Schedule, to Borrower's knowledge, theProperty is in compliance with all applicable Rent Stabilization Laws except for such violationswhich would not, individually or in the aggregate, have a Material Adverse Effect.

(1) Financial Information. Neither Borrower nor, if applicable, any GeneralPartner, has any contingent liability except for any liabilities that may result from the pendinglitigation set forth on Schedule 2.02(0) attached hereto and the Disclosure Schedule, liability fortaxes or other unusual or forward commitment not reflected in such financial statementsdelivered to Lender.

(m) Transaction Brokerage Fees. Neither Borrower has dealt with anyfinancial advisors, brokers, underwriters, placement agents, agents or finders in connection withthe transactions contemplated by this Loan Agreement. All brokerage fees, commissions andother expenses payable in connection with the transactions contemplated by the Loan Documentshave been paid in full by Borrower contemporaneously with the execution of the LoanDocuments and the funding of the Loan. Borrower hereby agrees to indemnify and hold Lender

USActive 6718959.12 -42-

harmless for, from and against any and all claims, liabilities, costs and expenses of any kind inany way relating to or arising from (i) a claim by any Person that such Person acted on behalf ofBorrower in connection with the transactions contemplated herein or (ii) any breach of theforegoing representation. The provisions of this subsection (m) shall survive the repayment ofthe Debt.

(n) Federal Reserve Regulations. No part of the proceeds of the Loan will beused for the purpose of "purchasing" or "carrying" any "margin stock" within the meaning ofRegulations T, U or X of the Board of Governors of the Federal Reserve System or for any otherpurpose which would be inconsistent with such Regulations T, U or X or any other Regulationsof such Board of Governors, or for any purposes prohibited by Legal Requirements or by theterms and conditions of the Loan Documents.

(0) Pending Litigation. Except as previously disclosed to Lender in theDisclosure Schedule and except as disclosed on Schedule 2.02(0) attached hereto, there are noactions, suits or proceedings pending or, to the knowledge of Borrower, threatened against oraffecting either Borrower or, to the knowledge of Borrower, the Property in any court or beforeany Governmental Authority which if adversely determined either individually or collectivelyhas or is reasonably likely to have a Material Adverse Effect.

(p) Solvency: No Bankruptcy. Each Borrower and, if applicable, eachGeneral Partner, (i) is and has at all times been Solvent and will remain Solvent immediatelyupon the consummation of the transactions contemplated by the Loan Documents and (ii) is freefrom bankruptcy, reorganization or arrangement proceedings or a general assignment for thebenefit of creditors and is not contemplating the filing of a petition under any state or federalbankruptcy or insolvency laws or the liquidation of all or a major portion of such Person's assetsor property and Borrower has no knowledge of any Person contemplating the filing of any suchpetition against either Borrower or, if applicable, any General Partner. None of the transactionscontemplated hereby will be or have been made with an intent to hinder, delay or defraud anypresent or future creditors of either Borrower and each Borrower has received reasonablyequivalent value in exchange for its obligations under the Loan Documents. Neither Borrower'sassets do, and immediately upon consummation of the transaction contemplated in the LoanDocuments will, constitute unreasonably small capital to carry out its business as presentlyconducted or as proposed to be conducted. Neither Borrower intends to, nor believes that it will,incur debts and liabilities beyond its ability to pay such debts as they may mature.

(q) Use of Proceeds. The proceeds of the Loan shall be applied by Borrowerto, inter alia, (i) acquire the Property, (ii) complete the Distribution and Contribution and (iii) paycertain transaction costs incurred by Borrower in connection with the Loan. No portion of theproceeds of the Loan will be used for family, personal, agricultural or household use.

(r) Tax Filings. Each Borrower and, if applicable, each General Partner, hasfiled all material federal, state and local tax returns required to be filed and have paid or madeadequate provision for the payment of all federal, state and local taxes, charges and assessmentspayable by Borrower and, if applicable, the General Partners, except any such taxes or chargeswhich are not yet delinquent or are being diligently contested in good faith by appropriateproceedings and for which adequate reserves in accordance with GAAP shall have been set aside

.USActive 6718959.12 -43-

on its books. Each Borrower and, if applicable, the General Partners, believe that theirrespective tax returns properly reflect the income and taxes of Borrower and said GeneralPartner, if any, for the periods covered thereby, subject only to reasonable adjustments requiredby the Internal Revenue Service or other applicable tax authority upon audit.

(s) Not Foreign Person. Neither Borrower is a "foreign person" within themeaning of §1445(f)(3) of the Code.

(t) ERISA. (i) The assets of each Borrower and Guarantor are not and willnot become treated as "plan assets", whether by operation of law or under regulationspromulgated under ERISA. If any Person having a legal or beneficial ownership interest in aBorrower is using (or is deemed under ERISA to be using) "plan assets", either (i) bothBorrowers or Peter Cooper Village Stuyvesant Town Partners, L.P. and any other entity withownership interest in the Borrowers which admits investors in the future will, at all times that theLoan is outstanding, either be (A) an "operating company" within the meaning of 29 c.F.R.§251O.3-101(c), (B) a "venture capital operating company" within the meaning of 29 C.F.R.§251O.3-101(d) or (C) a "real estate operating company" within the meaning of 29 C.F.R.§251O.3-101(e) or (ii) such entity shall limit the equity participation by "benefit plan investors"in such entity so that it is not "significant" within the meaning of the 29 C.F.R. Part 2510.3-101,as modified by Section 3(42) of ERISA and any successor regulations thereto. Each Plan andWelfare Plan, and, to the knowledge of Borrower, each Multiemployer Plan, is in compliance inall material respects with, and has been administered in all material respects in compliance with,its terms and the applicable provisions of ERISA, the Code and any other applicable LegalRequirement, and no event or condition has occurred and is continuing as to which Borrowerwould be under an obligation to furnish a report to Lender under clause (ii)(A) of this Section.Other than an application for a favorable determination letter with respect to a Plan, there are nopending issues or claims before the Internal Revenue Service, the United States Department ofLabor or any court of competent jurisdiction related to any Plan or Welfare Plan under whichBorrower, Guarantor or any ERISA Affiliate, directly or indirectly (through an indemnificationagreement or otherwise), could be subject to any material risk of liability under Section 409 or502(i) of ERISA or Section 4975 of the Code. No Welfare Plan provides or will providebenefits, including, without limitation, death or medical benefits (whether or not insured) withrespect to any current or former employee of Borrower, Guarantor or any ERISA Affiliatebeyond his or her retirement or other termination of service other than (A) coverage mandated byapplicable law, (B) medical, dental, vision, or other similar health benefits, or death or disabilitybenefits, in each case, for which full insurance is properly maintained that have been fullyprovided for by fully paid up insurance or (C) severance benefits.

(ii) Borrower will furnish to Lender as soon as practicable, and in any eventwithin ten (10) Business Days after either Borrower knows or has reason to believe thatany of the events or conditions specified below with respect to any Plan, Welfare Plan orMultiemployer Plan has occurred or exists, an Officer's Certificate setting forth detailsrespecting such event or condition and the action, if any, that such Borrower or its ERISAAffiliate proposes to take with respect thereto (and a copy of any report or notice requiredto be filed with or given to PBGC (or any other relevant Governmental Authority) byBorrower or an ERISA Affiliate with respect to such event or condition, if such report ornotice is required to be filed with the PBGC or any other relevant Governmental

USActive 6718959.12 -44-

Authority):

(A) any reportable event, as defined in Section 4043 of ERISA and theregulations issued thereunder, with respect to a Plan, as to which PBGC has notby regulation waived the requirement of Section 4043(a) of ERISA that it benotified within thirty (30) days of the 'occurrence of such event (provided that afailure to meet the minimum funding standard of Section 412 of the Code and ofSection 302 of ERISA, including, without limitation, the failure to make on orbefore its due date a required installment under Section 412(m) of the Code and ofSection 302(e) of ERISA, shall be a reportable event regardless of the issuance ofany waivers in accordance with Section 412(d) of the Code), and any request for awaiver under Section 412(d) of the Code for any Plan;

(B) the distribution under Section 4041 of ERISA of a notice of intentto terminate any Plan or any action taken by a Borrower or an ERISA Affiliate toterminate any Plan;

(C) the institution by PBGC of proceedings under Section 4042 ofERISA for the termination of, or the appointment of a trustee to administer, anyPlan, or the receipt by a Borrower or any ERISA Affiliate of a notice from aMultiemployer Plan that such action has been taken by PBGC with respect tosuch Multiemployer Plan;

(D) the complete or partial withdrawal from a Multiemployer Plan by aBorrower or any ERISA Affiliate that results in material withdrawal liabilityunder Section 4201 or 4204 of ERISA (including the obligation to satisfysecondary liability as a result of a purchaser default) or the receipt by a Borroweror any ERISA Affiliate of notice from a Multiemployer Plan that it is inreorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that itintends to terminate or has terminated under Section 4041A of ERISA;

(E) the institution of a proceeding by a fiduciary of any MultiemployerPlan against a Borrower or any ERISA Affiliate to enforce Section 515 of ERISA,which proceeding is not dismissed within thirty (30) days;

(F) the adoption of an amendment to any Plan that, pursuant to Section401(a)(29) of the Code or Section 307 of ERISA, would result in the loss of tax-exempt status of the trust of which such Plan is a part if a Borrower or an ERISAAffiliate fails to timely provide security to the Plan in accordance with theprovisions of said Sections; or

(G) the imposition of a lien or a security interest in connection with aPlan.

(iii) Neither Borrower shall knowingly engage in or permit any transaction inconnection with which a Borrower, Guarantor or any ERISA Affiliate could be subject,in any material respect, to either a civil penalty or tax assessed pursuant to Section S02(i)or 502(1) of ERISA or Section 4975 of the Code, permit any Welfare Plan to provide

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benefits, including without limitation, medical benefits (whether or not insured), withrespect to any current or former employee of Borrower, Guarantor or any ERISAAffiliate beyond his or her retirement or other termination of service other than (A)coverage mandated by applicable law, (B) death or disability benefits for which fullinsurance coverage is properly maintained that have been fully provided for by paid upinsurance or otherwise or (C) severance benefits, permit the assets of Borrower orGuarantor to become "plan assets", whether by operation of law or under regulationspromulgated under ERISA or adopt, amend (except as may be required by applicablelaw) or increase the amount of any benefit or amount payable under, or permit anyERISA Affiliate to adopt, amend (except as may be required by applicable law) orincrease the amount of any benefit or amount payable under, any employee benefit plan(including, without limitation, any employee welfare benefit plan) or other plan, policy orarrangement, except for normal increases in the ordinary course of business consistentwith past practice that, in the aggregate, do not result in a material increase in benefitsexpense to Borrower, Guarantor or any ERISA Affiliate.

(u) Labor Matters. To Borrower's knowledge, except as set forth in theDisclosure Schedule, no organized work stoppage or labor strike is pending or threatened byemployees or other laborers at the Property and to Borrower's knowledge neither Borrower norManager (i) is involved in or threatened with any labor dispute, grievance or litigation relating tolabor matters involving any employees and other laborers at the Property, including, withoutlimitation, violation of any federal, state or local labor, safety or employment laws (domestic orforeign) and/or charges of unfair labor practices or discrimination complaints; (ii) has engaged inany unfair labor practices within the meaning of the National Labor Relations Act or the RailwayLabor Act; or (iii) is a party to, or bound by, any collective bargaining agreement or unioncontract with respect to employees and other laborers at the Property and no such agreement orcontract is currently being negotiated by either Borrower, Manager or any of their Affiliates.

(v) Borrower's Legal Status. Each Borrower's exact legal name that isindicated on the signature page hereto, organizational identification number and place ofbusiness or, if more than one, its chief executive office, as well as Borrower's mailing address, ifdifferent, which were identified by Borrower to Lender and contained in this Loan Agreement,are true, accurate and complete. Neither Borrower will change its name or organizationalidentification number if it has one without giving Lender at least ten (10) days prior writtennotice of such change. If Borrower does not have an organizational identification number andlater obtains one, Borrower shall promptly notify Lender of such organizational identificationnumber. Neither Borrower will change its type of organization, jurisdiction of organization orother legal structure nor will either Borrower change its chief executive office without givingLender written notice of such change within ten (10) days after such change takes effect.

(w) Compliance with Anti-Terrorism, Embargo and Anti-Money LaunderingLaws. (i) None of Borrower, General Partner, any Guarantor or any Person who owns anyequity interest in or Controls either Borrower, General Partner or any Guarantor currently isidentified on the OFAC List or otherwise qualifies as a Prohibited Person, and Borrower hasimplemented procedures, approved by General Partner, to ensure that no Person who now orhereafter owns an equity interest in either Borrower or General Partner is a Prohibited Person orControlled by a Prohibited Person, (ii) no proceeds of the Loan will be used to fund any

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operations in, finance any investments or activities in or make any payments to, ProhibitedPersons, and (iii) none of Borrower nor General Partner nor Guarantor is in violation of anyLegal Requirements relating to anti-money laundering or anti-terrorism, including, withoutlimitation, Legal Requirements related to transacting business with Prohibited Persons or therequirements of the Uniting and Strengthening America by Providing Appropriate ToolsRequired to Intercept and Obstruct Terrorism Act of 2001, U.S. Public Law 107-56, and therelated regulations issued thereunder, including temporary regulations, all as amended from timeto time. No tenant at the Property currently is identified on the OFAC List or otherwise qualifiesas a Prohibited Person, and, to Borrower's knowledge, no tenant at the Property is owned orControlled by a Prohibited Person. Each Borrower has implemented or shall cause Manager toimplement procedures, approved by such Borrower, to ensure that no tenant at the Property is aProhibited Person or owned or Controlled by a Prohibited Person.

Section 2.03 Further Acts, etc. Borrower will, at the cost of Borrower, andwithout expense to Lender, do, execute, acknowledge and deliver all and every such further acts,deeds, conveyances, mortgages or deeds of trust, as applicable, assignments, notices ofassignments, transfers and assurances as Lender shall, from time to time, reasonably require forthe better assuring, conveying, assigning, transferring, and confirming unto Lender the propertyand rights hereby mortgaged, given, granted, bargained, sold, alienated, enfeoffed, conveyed,confirmed, pledged, assigned and hypothecated, or which Borrower may be or may hereafterbecome bound to conveyor assign to Lender, or for carrying out or facilitating the performanceof the terms of this Loan Agreement or for filing, registering or recording this Loan Agreementprovided same does not increase the obligations or decrease the rights of Borrower or Guarantorand, within five (5) Business Days of written demand, will execute and deliver one or morefinancing statements, chattel mortgages or comparable security instruments to evidence moreeffectively the lien hereof upon the Property. Each Borrower grants to Lender an irrevocablepower of attorney coupled with an interest for the purpose of protecting, perfecting, preservingand realizing upon the interests granted pursuant to this Loan Agreement and to effect the intenthereof, all as fully and effectually as such Borrower might or could do; and each Borrowerhereby ratifies all that Lender shall lawfully do or cause to be done by virtue hereof; provided,however, that Lender shall not exercise such power of attorney unless and until Borrower fails totake the required action within the five (5) Business Day time period stated above unless thefailure to so exercise, could, in Lender's reasonable judgment, result in a Material AdverseEffect. Upon (a) receipt of an affidavit of an officer of Lender as to the loss, theft, destruction ormutilation of the Note or any other Loan Document which is not of public record, (b) receipt of acommercially reasonable indemnity of Lender related to losses resulting solely from the issuanceof a replacement note or other applicable Loan Document and (c) in the case of any suchmutilation, upon surrender and cancellation of such Note or other applicable Loan Document,Borrower will issue, in lieu thereof, a replacement Note or other applicable Loan Document,dated the date of such lost, stolen, destroyed or mutilated Note or other Loan Document in thesame principal amount thereof and otherwise of like tenor.

Section 2.04 Costs, etc. Borrower will pay on demand all reasonable expensesincurred by Lender incident to the preparation, execution and acknowledgment of the Mortgage,this Loan Agreement, any mortgage or deed of trust, as applicable, supplemental hereto, anysecurity instrument with respect to the Property and any instrument of further assurance, and allfederal, state, county and municipal, taxes, duties, imposts, assessments and charges (expressly

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excluding income, franchise and other similar taxes imposed on Lender) arising out of or inconnection with the execution and delivery of this Loan Agreement, any mortgage or deed oftrust, as applicable, supplemental hereto, any Loan Agreement with respect to the Property orany instrument of further assurance, except where prohibited by law to do so, in which eventLender may declare the Debt to be due and payable, and Borrower agrees to pay such amountsnot later than sixty (60) days after receipt of demand therefor, without any prepayment fee orcharge of any kind. Borrower shall hold harmless and indemnify Lender and its successors andassigns, against any liability incurred as a result of the imposition of any tax on the making andrecording of the Mortgage or this Loan Agreement.

Section 2.05 Representations and Warranties as to the Property. Borrowerrepresents and warrants, as of the date hereof, with respect to the Property as follows:

(a) The Mortgage is a valid and enforceable first lien on the portion of theProperty which constitutes real property and the Mortgage and this Loan Agreement creates avalid and enforceable lien on the balance of the Property, in each case free and clear of allencumbrances and there are no liens on the Property having priority over the lien of this LoanAgreement or the Mortgage, as applicable, except for the items set forth as exceptions to orsubordinate matters in the title insurance policy insuring the lien of the Mortgage (the "MortgageLender's Policy"), none of which, individually or in the aggregate, materially interfere with thebenefits of the security intended to be provided by this Loan Agreement or the Mortgage,materially and adversely affect the value of the Property, impair the use or operation of theProperty for the use currently being made thereof or impair Borrower's ability to pay itsobligations in a timely manner (such items being the "Permitted Encumbrances").

(b) Title. ST Borrower has, subject only to the Permitted Encumbrances,good and insurable fee simple title to the Premises, hnprovements and Fixtures (collectively, the"Realty") at Stuyvesant Town and to all easements and rights benefiting such Realty and has theright, power and authority to mortgage, encumber, give, grant, bargain, sell, alien, enfeoff,convey, confirm, pledge, assign, and hypothecate the Property related to Stuyvesant Town. pevBorrower has, subject only to the Permitted Encumbrances, good and insurable fee simple title tothe Realty at Peter Cooper Village and to all easements and rights benefiting such Realty and hasthe right, power and authority to mortgage, encumber, give, grant, bargain, sell, alien, enfeoff,convey, confirm, pledge, assign, and hypothecate the Property related to Stuyvesant Town. EachBorrower will preserve its interest in and title to the Property that it owns and will foreverwarrant and defend the same to Lender against any and all claims made by, through or underBorrower and will forever warrant and defend the validity and priority of the lien and securityinterest created herein against the claims of all Persons whomsoever claiming by, through orunder Borrower. The foregoing warranty of title shall survive the foreclosure of this LoanAgreement and the Mortgage and shall inure to the benefit of and be enforceable by Lender inthe event Lender acquires title to the Property pursuant to any foreclosure. In addition, there areno outstanding options or rights of first refusal to purchase the Property or Borrower's ownershipthereof.

(c) Taxes and hnpositions. To Borrower's knowledge, all material taxes andother Impositions and governmental assessments due and owing in respect of, and affecting, theProperty have been paid, except any such taxes or charges which are not yet delinquent or are

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being diligently contested in good faith by appropriate proceedings and for which adequatereserves in accordance with GAAP shall have been set aside on its books. To Borrower'sknowledge, Borrower has paid all Impositions which constitute special governmentalassessments in full, except for those assessments which are permitted by applicable LegalRequirements to be paid in installments, in which case all installments which are due andpayable have been paid in full. To Borrower's knowledge, there are no pending, or toBorrower's knowledge, proposed special or other assessments for public improvements orotherwise affecting the Property, nor are there any contemplated improvements to the Propertythat, to Borrower's knowledge may result in such special or other assessments.

(d) Casualty; Flood Zone. To Borrower's knowledge, except as shown in theEngineering Report, the Realty is in good repair and free and clear of any damage, destruction orcasualty (whether or not covered by insurance) that would materially affect the value of theRealty or the use for which the Realty was intended, there exists no structural or other materialdefects or damages in or to the Property and Borrower has not received any written notice fromany insurance company or bonding company of any material defect or inadequacies in theProperty, or any part thereof, which would materially and adversely affect the insurability of thesame or cause the imposition of extraordinary premiums or charges thereon or of any terminationor threatened termination of any policy of insurance or bond. To Borrower's knowledge, exceptas shown on the Survey, no portion of the Premises is located in an "area of special floodhazard," as that term is defined in the regulations of the Federal Insurance Administration,Department of Housing and Urban Development, under the National Flood Insurance Act of1968, as amended (24 CPR § 1909.1) or Borrower has obtained the flood insurance required bySection 3.01(a)(vi) hereof. The Premises either does not lie in a 100 year flood plain that hasbeen identified by the Secretary of Housing and Urban Development or any other GovernmentalAuthority or, if it does, Borrower has obtained the flood insurance required by Section3.01(a)(vi) hereof.

(e) Completion; Encroachment. All Improvements necessary for the efficientuse and operation of the Premises, including, without limitation, all Improvements which wereincluded for purposes of determining the appraised value of the Property in the Appraisal, havebeen completed and, except for de minimis encroachments which do not have a Material AdverseEffect or otherwise adversely affect the value of the Property and which are set forth on theSurvey, none of said Improvements lie outside the boundaries and building restriction lines ofthe Premises. Except as set forth in the title insurance policy insuring the lien of the Mortgage,no improvements on adjoining properties encroach upon the Premises.

(f) Separate Lot. Each Individual Property is taxed separately without regardto any other real estate and constitute legally subdivided lots under all applicable LegalRequirements (or, if not subdivided, no subdivision or platting of the Premises is required underapplicable Legal Requirements), and for all purposes may be mortgaged, encumbered, conveyedor otherwise dealt with as an independent parcel. The Property does not benefit from any taxabatement or exemption.

(g) Use. To Borrower's knowledge, the existence of all Improvements, thepresent use and operation thereof and the access of the Premises and the Improvements to all ofthe utilities and other items referred to in paragraph (k) below are in compliance in all material

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respects with all Leases affecting the Property and all applicable Legal Requiremen.ts, including,without limitation, Environmental Statutes, Development Laws and Use Requirements. ToBorrower's knowledge, except as previously disclosed to Lender in the Disclosure Schedule,Borrower has not received any notice from any Governmental Authority alleging any uncuredviolation relating to the Property of any applicable Legal Requirements. To Borrower'sknowledge, any violations set forth on the Disclosure Schedule will not have a Material AdverseEffect.

(h) Licenses and Permits. To Borrower's knowledge, except as set forth inthe Disclosure Schedule, Borrower currently holds and will continue to hold all certificates ofoccupancy, licenses, registrations, permits, consents, franchises and approvals of anyGovernmental Authority or any other Person which are required for the lawful occupancy andoperation of the Realty (collectively, "Permits") or which are material to the ownership oroperation of the Property or the conduct of Borrower's business, except for any such Permitsheld by tenants under Space Leases in compliance with applicable Legal Requirements. ToBorrower's knowledge, all such certificates of occupancy, licenses, registrations, permits,consents, franchises and approvals are, to Borrower's knowledge, current and in full force andeffect.

(i) Environmental Matters. Borrower has received and reviewed theEnvironmental Reports and has no reason to believe that the Environmental Reports contain anyuntrue statement of a material fact or omits to state a material fact necessary to make thestatements contained therein or herein, in light of the circumstances under which such statementswere made, not misleading.

(j) Property Proceedings. To Borrower's knowledge except as set forth onthe Disclosure Schedule or in the Environmental Reports, there are no actions, suits orproceedings pending or, to Borrower's knowledge, threatened in any court or before anyGovernmental Authority or arbitration board or tribunal (i) relating to (A) the zoning of thePremises or any part thereof, (B) any certificates of occupancy, licenses, registrations, permits,consents or approvals issued with respect to the Property or any part thereof, (C) thecondemnation of the Property or any part thereof, or (D) the condemnation or relocation of anyroadways abutting the Premises required for access or the denial or limitation of access to thePremises or any part thereof from any point of access to the Premises, (ii) asserting that (A) anysuch zoning, certificates of occupancy, licenses, registrations, permits, consents and/or approvalsdo not permit the operation of any material portion of the Realty as presently being conducted,(B) any material improvements located on the Property or any part thereof cannot be locatedthereon or operated with their intended use or (C) the operation of the Property or any partthereof is in violation in any material respect of any Environmental Statutes, Development Lawsor other Legal Requirements or Space Leases or Property Agreements or (iii) which couldreasonably be expected to (A) affect the validity or priority of any Loan Document or (B) have aMaterial Adverse Effect. Borrower is not aware of any facts or circumstances which couldreasonably be expected to give rise to any actions, suits or proceedings described in thepreceding sentence.

(k) Utilities. To Borrower's knowledge, except as set forth in the EngineeringReports, the Premises has all necessary legal access to water, gas and electrical supply, storm and

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sanitary sewerage facilities, other required public utilities (with respect to each of theaforementioned items, by means of either a direct connection to the source of such utilities orthrough connections available on publicly dedicated roadways directly abutting the Premises orthrough permanent insurable easements benefiting the Premises), fire and police protection,parking, and means of direct access between the Premises and public highways over recognizedcurb cuts (or such access to public highways is through private roadways which may be used foringress and egress pursuant to permanent insurable easements).

(1) Mechanics' Liens. To Borrower's knowledge, the Property is free andclear of any mechanics' liens or liens in the nature thereof, and no rights are outstanding thatunder law could give rise to any such liens, any of which liens are or may be prior to, or equalwith, the lien of this Loan Agreement and the Mortgage (as amended on the date hereof), exceptthose which are insured against by the title insurance policy insuring the lien of the Mortgage.

(m) Intentionally Omitted.

(n) Intentionally Omitted.

(0) Space Leases.

(i) Borrower has delivered a true, correct and complete schedule of all Leasesas of the Closing Date, which accurately and completely sets forth in all materialrespects, for each such Lease, the following (collectively, the "Rent Roll"): the name ofthe tenant and premises; the lease expiration date; the rent payable thereunder, and withrespect to commercial Leases, the base rent and base rent increases payable, securitydeposits and whether such unit is subject to Rent Stabilization Laws.

(ii) Each commercial Space Lease constitutes the legal, valid and bindingobligation of Borrower and, to the knowledge of Borrower, is enforceable against thetenant thereof. Except as previously disclosed to Lender in the Disclosure Schedule, toBorrower's knowledge, no default exists, or with the passing of time or the giving ofnotice would exist, under any commercial Space Leases which would, in the aggregate,have a Material Adverse Effect.

(iii) To Borrower's knowledge, no tenant under any commercial Space Leasehas, as of the date hereof, paid Rent more than thirty (30) days in advance, and the Rentsunder such Space Leases have not been waived, released, or otherwise discharged orcompromised.

(iv) To Borrower's knowledge, all work to be performed by Borrower to dateunder the commercial Space Leases has been substantially performed, all contributionsrequired to be made by Borrower to date to the tenants thereunder have been made exceptfor any held-back amounts (and the amounts of such hold backs), and all other conditionsprecedent to each such tenant's obligations thereunder have been satisfied.

(v) Except as previously disclosed to Lender in the Disclosure Schedule, toBorrower's knowledge, there are no options to terminate any commercial Space Lease.

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(vi) To Borrower's knowledge, except as previously disclosed to Lender in theDisclosure Schedule, each tenant under a commercial Space Lease or such tenant'sauthorized subtenant is currently occupying the space demised by such Space Lease.

(vii) To Borrower's knowledge, Borrower has delivered to Lender true, correctand complete copies of all commercial Space Leases.

(viii)and effect.

To Borrower's knowledge, each commercial Space Lease is in full force

(ix) Except as previously disclosed to Lender in the Disclosure Schedule, toBorrower's knowledge, each tenant under each other commercial Space Lease is freefrom bankruptcy, reorganization or arrangement proceedings or a general assignment forthe benefit of creditors.

(x) No commercial Space Lease provides the tenant thereunder with the rightto obtain a lien or encumbrance upon the Property superior to the lien of this LoanAgreement. To Borrower's knowledge, no residential Lease provides the tenantthereunder with the right to obtain a lien or encumbrance upon the Property superior tothe lien of this Loan Agreement.

(xi) To Borrower's Knowledge, no Space Lease provides any party with aright or option to purchase any portion of the Premises.

(p) Property Agreements.

(i) Intentionally omitted.

(ii) To Borrower's knowledge, except for Permitted Encumbrances, noProperty Agreement provides any party thereto with the right to obtain a lien orencumbrance upon the Property superior to the lien of this Loan Agreement or theMortgage.

(iii) To Borrower's knowledge, no default exists or with the passing of time orthe giving of notice or both would exist under any Property Agreement which would,individually or in the aggregate, have a Material Adverse Effect.

(iv) Borrower has not received or given any written communication whichalleges that a default exists or, with the giving of notice or the lapse of time, or both,would exist under the provisions of any Property Agreement which would, individuallyor in the aggregate, have a Material Adverse Effect.

(v) To Borrower's knowledge, no condition exists whereby Borrower or anyfuture owner of the Property may be required to purchase any other parcel of land orwhich gives any Person a right to purchase, or right of first refusal with respect to, theProperty.

(vi) To Borrower's knowledge, no offset or any right of offset exists respecting

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continued contributions to be made by any party to any Property Agreement except asexpressly set forth therein. Except as previously disclosed to Lender in the DisclosureSchedule or the Mortgage Lender's Policy, no material exclusions or restrictions on theutilization, leasing or improvement of the Property (including non compete agreements)exists in any Property Agreement.

(vii) To Borrower's knowledge, all work, if any, required to be performed byBorrower to date under each of the Property Agreements has been substantiallyperformed, all contributions required to be made by Borrower to date to any party to suchProperty Agreements have been made, and all other conditions to such party's obligationsthereunder have been satisfied.

(q) Personal Property.

(i) ST Borrower has good title to all personal property located on or used inconnection with Stuyvesant Town, which to Borrower's knowledge is free and clear ofany liens, except for liens created under the Loan Documents and liens which describethe equipment and other personal property owned by tenants.

(ii) PCV Borrower has good title to all personal property located on or used inconnection with Peter Cooper Village, which to Borrower's knowledge is free and clearof any liens, except for liens created under the Loan Documents and liens which describethe equipment and other personal property owned by tenants.

(r) Leasing Brokerage and Management Fees. Except as previously disclosedto Lender in the Disclosure Schedule, to Borrower's knowledge, there are no brokerage fees orcommissions payable by Borrower which are past due with respect to the leasing of space at theProperty and there are no management fees payable by Borrower with respect to the managementof the Property.

(s) Security Deposits. All security deposits with respect to the Property onthe date hereof, except such security deposits in the form of a letter of credit, have beentransferred to the Security Deposit Account on the date hereof, and Borrower is in compliancewith all Legal Requirements relating to such security deposits as to which failure to complymight, individually or in the aggregate, have a Material Adverse Effect.

(t) Intentionally Omitted.

(u) Representations Generally. The representations and warranties containedin this Loan Agreement, and the review and inquiry made on behalf of Borrower therefor, haveall been made by Persons having the requisite expertise and knowledge to provide suchrepresentations and warranties. To Borrower's knowledge, no representation, warranty orstatement of fact made by or on behalf of Borrower in any certificate, document or scheduleprepared by or on behalf of Borrower and furnished to Lender in connection with the Loancontains any untrue statement of a material fact or omits to state any material fact necessary tomake statements contained therein or herein not misleading, There are no facts presently knownto Borrower which have not been disclosed to Lender which would, individually or in theaggregate, have a Materia] Adverse Effect nor as far as Borrower can reasonably foresee are

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reasonably likely, individually or in the aggregate, to have a Material Adverse Effect.

Section 2.06 Removal of Lien. (a) Borrower shall, at its expense, maintain thisLoan Agreement and the Mortgage as a first lien on the Property and shall keep the Property freeand clear of all liens and encumbrances of any kind and nature other than the PermittedEncumbrances and Impositions not yet due and payable. Borrower shall, within sixty (60) daysfollowing the filing thereof, promptly discharge of record, by bond or otherwise, any such liensand, promptly upon request by Lender, shall deliver to Lender evidence reasonably satisfactoryto Lender of the discharge thereof; provided, however, with respect to liens which aresubordinate to the lien of the Mortgage and this Loan Agreement which relate to obligations oftenants under Space Leases which are not Affiliates of Borrower, Borrower shall usecommercially reasonable efforts to cause the tenant to discharge such lien of record.

(b) If Borrower fails to comply with the requirements of Section 2.06(a), then,upon five (5) Business Days' prior written notice to Borrower, Lender may, but shall not beobligated to, pay any such lien, and Borrower shall, within five (5) Business Days after Lender'swritten demand therefor, reimburse Lender for all sums so expended, together with interestthereon at the Default Rate from the date Borrower receives written notice from Lender that suchamounts have been expended, all of which shall be deemed part of the Debt. Nothing containedherein shall be deemed a consent or request of Lender, express or implied, by inference orotherwise, to the performance of any alteration, repair or other work by any contractor,subcontractor or laborer or the furnishing of any materials by any materialmen in connectiontherewith.

(c) Notwithstanding the foregoing provisions of this Section 2.06, Borrowermay contest any lien (other than a lien relating to non-payment of Impositions, the contest ofwhich shall be governed by Section 4.04 hereof), provided that, following prior notice to Lender(i) Borrower is contesting the validity of such lien with due diligence and in good faith and byappropriate proceedings, without cost or expense to Lender or any of its agents, employees,officers, or directors, (ii) Borrower shall preclude the collection of, or other realization upon, anycontested amount from the Property or any revenues from or interest in the Property, (iii) neitherthe Property nor any part thereof nor interest therein is reasonably likely to be in any danger ofbeing sold, forfeited or lost by reason of such contest by Borrower, (iv) such contest by Borrowershall not materially and adversely affect the ownership, use or occupancy of the Property, (v)such contest by Borrower shall not subject Lender or Borrower to the risk of civil or criminalliability (other than the civil liability of Borrower for the amount of the lien plus interest thereonin question), (vi) such lien is subordinate to the lien of this Loan Agreement and the Mortgage,(vii) Borrower has not consented to such lien, (viii) Borrower has given Lender prompt notice ofthe filing of such lien and the bonding or collateralization thereof by Borrower and, upon writtenrequest by Lender from time to time, notice of the status of such contest by Borrower and/orconfirmation of the continuing satisfaction of the conditions set forth in this Section 2.06(c), (ix)Borrower shall promptly pay the obligation secured by such lien upon a final determination ofBorrower's liability therefor, and (x) in the event the lien exceeds one percent (1%) of theAggregate Loan Amount as of the Closing Date, Borrower shall deliver to Lender cash or a bondor other security reasonably acceptable to Lender equal to 125% of the contested amountpursuant to collateral arrangements reasonably satisfactory to Lender.

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Section 2.07 Cost of Defending and Upholding the Lien of the LoanDocuments. Except to the extent caused by or arising out of any gross negligence or willfulmisconduct of Lender, if any action or proceeding is commenced to which Lender is made aparty relating to the Loan Documents and/or the Property or Lender's interest therein or in whichit becomes necessary to defend or uphold the lien of this Loan Agreement or any other LoanDocument, Borrower shall, on demand, reimburse Lender, for all expenses (including, withoutlimitation, reasonable out-of-pocket attorneys' fees and disbursements) incurred by Lender inconnection therewith (which expenses shall, so long as no Event of Default has occurred and iscontinuing, be limited to reasonable expenses), and such sum, together with interest thereon atthe Default Rate from and after such demand until fully paid, shall constitute a part of the Debt.

Section 2.08 Use of the Property. Borrower will use, or cause to be used, theProperty for such use as is permitted pursuant to applicable Legal Requirements including,without limitation, under the certificate of occupancy applicable to the Property, and which isrequired by the Loan Documents. Borrower shall not suffer or permit the Property or anyportion thereof to be used by the public, any tenant, or any Person not subject to a Lease, in amanner as is reasonably likely to impair Borrower's title to the Property, or in such manner asmay give rise to a claim or claims of adverse usage or adverse possession by the public, or ofimplied dedication of the Property or any part thereof.

Section 2.09 Financial Reports. (a) Each of ST Borrower and pev Borrowerwill keep and maintain or will cause to be kept and maintained on a Fiscal Year basis, inaccordance with GAAP (or such other accounting basis reasonably acceptable to Lender)consistently applied, proper and accurate books, tax returns, records and accounts reflecting (i)all of their respective financial affairs and those of Guarantor and (ii) all items of income andexpense in connection with the operation of the Property (on a combined basis and including anappendix with the same information for each Individual Property separately), as applicable, or inconnection with any services, equipment or furnishings provided in connection with theoperation thereof, whether such income or expense may be realized by the applicable Borrower,excepting lessees unrelated to and unaffiliated with Borrower who have leased from Borrowerportions of the Premises for the purpose of occupying the same. Lender shall have the right fromtime to time at all times during normal business hours, upon reasonable notice and, provided noEvent of Default exists, at Lender's sale cost and expense, to examine such books, tax returns,records and accounts at the office of Borrower or other Person maintaining such books, taxreturns, records and accounts and to make such copies or extracts thereof as Lender shall desire.During the continuance of an Event of Default, Borrower shall pay any reasonable out-of-pocketcosts and expenses incurred by Lender to examine Borrower's and Guarantor's accountingrecords with respect to the Property, as Lender shall determine to be necessary or appropriate inthe protection of Lender's interest.

(b) Each Borrower will furnish Lender (i) annually, within one hundredtwenty (120) days following the end of each Fiscal Year of Borrower and (ii) on a quarterlybasis, within sixty (60) days following the end of each fiscal quarter of Borrower, with acomplete copy of Borrower's financial statement consistently applied covering (A) all of thefinancial affairs of the applicable Borrower and (B) the operation of the Property (on a combinedbasis, provided, that only one Borrower shall be required to deliver the financial statements ofthe Property (on a combined basis and including an appendix with the same information for each

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Individual Property separately) for such Fiscal Year or fiscal quarters, as applicable, andcontaining a statement of revenues and expenses, a statement of assets and liabilities and astatement of the applicable Borrower's equity. Each annual financial statement shall be auditedby a "Big Four" accounting firm or other Independent certified public accountant that isreasonably acceptable to Lender in accordance with GAAP (or such other accounting basisreasonably acceptable to Lender), provided, that, the annual financial statements for the 2006calendar year shall not be audited but shall be accompanied by an Officer's Certificate certifyingas of the date thereof that, to the knowledge of such Officer, the fmancial statements accuratelyrepresent, in all material respects, the results of operations and financial condition of the Property(on a combined basis and including an appendix with the same information for each IndividualProperty separately) and the applicable Borrower all in accordance with GAAP (or such otheraccounting basis reasonably acceptable to Lender) consistently applied. Together with thefinancial statements required to be furnished by each Borrower on a quarterly basis pursuant tothis Section 2.09(b), each Borrower shall furnish to Lender (A) an Officer's Certificate certifyingas of the date thereof (1) that, to the knowledge of such Officer, the financial statementsaccurately represent, in all material respects, the results of operations and financial condition ofthe Property (on a combined basis and including an appendix with the same information for eachIndividual Property separately) and each Borrower all in accordance with GAAP (or such otheraccounting basis reasonably acceptable to Lender) consistently applied, and (2) whether, to theknowledge of such Officer, there exists an Event of Default under the Note or any other LoanDocument executed and delivered by Borrower, and if such event or circumstance exists, thenature thereof, the period of time it has existed and the action then being taken to remedy suchevent or circumstance and (B) together with the fmancial statements delivered pursuant toSection 2.09(b)(ii) above, a statement showing (1) Pro-Forma Net Operating Income for thesubsequent twelve (12) month period adjusted to reflect the Adjusted Net Cash Flow (subject toverification by Lender in its reasonable discretion) for the Property (combined) and theapplicable Individual Property and (2) the calculation of the Debt Service Coverage for theProperty (combined) and the applicable Individual Property.

(c) Upon request of Lender prior to the Final Securitization, each Borrowerwill furnish Lender, within forty-five (45) days following the end of the applicable month priorto Final Securitization, with a true, complete and correct (in all material respects) cash flowstatement with respect to the Property (on a combined basis and including an appendix with thesame information for each Individual Property separately) for such month requested by Lender inthe form attached hereto as Exhibit C and made a part hereof, showing (i) all cash receipts of anykind whatsoever and all cash payments and disbursements, (ii) year-to-date summaries of suchcash receipts, payments and disbursements, and (iii) during the existence of an Event of Default,Pro-Forma Net Operating Income for the subsequent twelve (12) month period adjusted to reflectthe Adjusted Net Cash Flow (subject to the verification by Lender in its reasonable discretion)and a calculation of the Debt Service Coverage for the Property (on a combined basis andincluding an appendix with the same information for each Individual Property separately),together with a certification of each Borrower stating that such cash flow statement is true,complete and correct in all material respects and a list of all litigation and proceedings affectingthe applicable Borrower or the applicable Individual Property in which the amount involved isone percent (1%) of the Aggregate Loan Amount on the Closing Date or more, if not covered byinsurance or if covered by insurance, in which the amount involved is in excess of the liabilityinsurance limit applicable thereto. .

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(d) Intentionally Omitted.

(e) Each Borrower will furnish Lender annually, within twenty (20) daysfollowing the end of each year and within twenty (20) days following receipt of request thereforby Lender, with a true, complete and correct (in all material respects) rent roll for the applicableIndividual Property, including a list of which tenants are in monetary default (beyond anyapplicable cure period) under their respective Leases, and, to the knowledge of the applicableBorrower, which tenants are in default (other than monetary) under their respective Leases, datedas of the date of Lender's request, identifying each tenant, the monthly rent and additional rent, ifany, payable by such tenant, the expiration date of such tenant's Lease, the security deposit, ifany, held by Borrower under the Lease, the space covered by the Lease, each tenant that has fileda bankruptcy, insolvency, or reorganization proceeding since delivery of the last such rent roll,and the arrearages for such tenant, if any, and such rent roll shall be accompanied by an Officer'sCertificate, dated as of the date of the delivery of such rent roll, certifying that such rent roll istrue, correct and complete in all material respects as of its date.

(f) Each Borrower shall furnish to Lender, within thirty (30) days afterLender's request therefor, with such further detailed information with respect to the operation ofthe Property (on a combined basis and including an appendix with the same information for eachIndividual Property separately) and the financial affairs of the applicable Borrower as may bereasonably requested by Lender, including, without limitation, all information, reports andstudies (or other similar information) prepared or obtained by or on behalf of the applicableBorrower or in the applicable Borrower's or Manager's possession with respect to the applicableIndividual Property's compliance with Rent Stabilization Laws.

(g) Each Borrower shall cause Manager to furnish to Lender, within twenty(20) days following the end of each quarter, a schedule of tenant security deposits for theapplicable Individual Property showing any activity in the Security Deposit Account for suchquarter, together with a certification of Manager as to the balance in such Security DepositAccount for the applicable Individual Property and that such tenant security deposits are beingheld in accordance with all Legal Requirements.

(h) Each Borrower will furnish Lender annually, within one hundred twenty(120) days after the end of each Fiscal Year, with a report setting forth (i) the Net OperatingIncome for the Property (on a combined basis and including an appendix with the sameinformation for each Individual Property separately) for such Fiscal Year, (ii) the averageoccupancy rate of the applicable Individual Property during such Fiscal Year, and (iii) the capitalrepairs, replacements and improvements performed at the applicable Individual Property duringsuch Fiscal Year and the aggregate Recurring Replacement Expenditures made in connectiontherewith.

(i) Each Borrower shall deliver to Lender an Annual Budget not later thanthirty (30) days prior to the commencement of each Fiscal Year following the Fiscal Year inwhich the Closing Date occurs in such form as is reasonably satisfactory to Lender setting forthin reasonable detail budgeted monthly operating income and monthly operating capital and otherexpenses for the applicable Individual Property. Each Annual Budget shall contain, among other'things, management fees, third party service fees, and other expenses as Borrower may

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reasonably determine. Lender shall have the right to approve such Annual Budget only duringthe continuance of an Event of Default, which approval shall be in Lender's sole discretion, andin the event that Lender objects to the proposed Annual Budget submitted by Borrower, Lendershall advise Borrower in writing of such objections within fifteen (15) days after receipt thereof(and deliver to Borrower a reasonably detailed description of such objections) and Borrowershall, within seven (7) Business Days after receipt of written notice of any such objections,revise such Annual Budget and resubmit the same to Lender. Lender shall advise Borrower ofany objections to such revised Annual Budget within ten (10) Business Days after receipt thereof(and deliver to Borrower a reasonably detailed description of such objections) and Borrowershall revise the same in accordance with the process described herein until Lender approves anAnnual Budget. To the extent Lender has the right to approve an Annual Budget pursuant to theterms hereof, then, until such time that Lender approves such Annual Budget, the most recentlyApproved Annual Budget or, if no Approved Annual Budget exists, the prior Annual Budgetsubmitted to Lender, shall apply; provided that, such previously submitted Annual Budget(whether or not an Approved Annual Budget) shall be adjusted to reflect Non-DiscretionaryExpenses and all other expenses shall be adjusted by CPl. In the event that Borrower must incuran Extraordinary Expense during the continuance of an Event of Default, then Borrower shallpromptly deliver to Lender a reasonably detailed explanation of such proposed ExtraordinaryExpense for Lender's approval, which approval may be granted or denied in Lender's discretion;provided, however, so long as no Event of Default is then in existence, no approval from Lendershall be required if (i) a single Extraordinary Expense is equal to or less than ten percent (10%)of the amount set forth in the Approved Annual Budget for such expense, or (ii) if no sum wasbudgeted for such expense in the Approved Annual Budget, the Extraordinary Expense is lessthan or equal to five percent (5%) of the Approved Annual Budget, provided that allExtraordinary Expenses in any Fiscal Year (excluding those approved by Lender) do not exceedfive percent (5%) of the Approved Annual Budget. In all events, Borrower shall be permitted toincur Non-Discretionary Expenses and Emergency Expenses without Lender's approval.

Section 2.10 Litigation. Borrower will give prompt written notice to Lender ofany litigation or governmental proceedings pending or threatened (in writing) against eitherBorrower which is not covered by insurance and could reasonably be expected to have a MaterialAdverse Effect.

Section 2.11 Joint Venture Documents. Neither Borrower will permit anymodifications to be made to the Joint Venture Agreement that would result in a change of thegeneral partner of Peter Cooper Village Stuyvesant Town Partners, L.P. or result in any Personother than a TS Control Person or a Blackrock Control Person having Control over (a) eitherBorrower or (b) any Mezzanine Borrower. Borrower shall promptly deliver to Lender anyamendments or modifications to the Joint Venture Agreement or the operating agreement orlimited partnership agreement of any alternative investment fund vehicle which is similar andparallel to Peter Cooper Village Stuyvesant Town Partners, L.P. and which is organized by theexisting Tishman Speyer and Blackrock principals and sponsors of the Borrower for the purposeof facilitating additional indirect investments in the Property by additional third parties.

Section 2.12 Tenant Direction Letters. ST Borrower hereby covenants andagrees that ST Borrower will deliver written notice to existing tenants of Stuyvesant Town thatthe ownership of Stuyvesant Town has been transferred from PCV Borrower to ST Borrower,

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such notices to be delivered at the first appropriate time as determined by Borrower in its soundbusiness judgment. Such tenant notices shall be in a form substantially similar to the LesseePayment Direction Letter attached to, and as defined in, the Lockbox Agreement entered into asof the date hereof among ST Borrower, Lender and Bank of New York, as lockbox bank.

ARTICLE III

INSURANCE AND CASUALTY RESTORATION

Section 3.01 Insurance Coverage. Borrower shall, at its expense, maintain thefollowing insurance coverages with respect to the Property during the term of this LoanAgreement:

(a) (i) Insurance against loss or damage by fire, casualty and other hazardsincluded in an "all-risk" coverage endorsement or its equivalent, with such endorsements asLender may from time to time reasonably require and which are customarily required byQualified Institutional Lenders of similar properties similarly situated, including, withoutlimitation, if the Property constitutes a legal non-conforming use, an ordinance of law coverageendorsement which contains "Demolition Cost", "Loss Due to Operation of Law" and "IncreasedCost of Construction" coverages, written on a replacement cost basis, covering the Property witha limit of not less than $400,000,000 per loss and such other amount as is necessary to preventany reduction in such policy by reason of and to prevent Borrower, Lender or any other insuredthereunder from being deemed to be a co-insurer or provide a waiver of such co-insuredrequirement. Not less frequently than once every three (3) years, Borrower, at its option, shalleither (A) have the Appraisal updated or obtain a new appraisal of the Property, (B) have avaluation of the Property made by or for its insurance carrier conducted by an appraiserexperienced in valuing properties of similar type to that of the Property which are in thegeographical area in which the Property is located or (C) provide such other evidence as will, inLender's reasonable judgment, enable Lender to determine whether there shall have been anincrease in the insurable value of the Property, then Borrower shall deliver such updatedAppraisal, new appraisal, insurance valuation, loss assessment report or other evidencereasonably acceptable to Lender, as the case may be, and, if such updated Appraisal, newappraisal, insurance valuation, loss assessment report or other evidence reasonably acceptable toLender reflects an increase in the insurable value of the Property, the limit of insurance requiredhereunder shall be increased accordingly and Borrower shall deliver evidence reasonablysatisfactory to Lender that such policy has been so increased.

(ii) Commercial general liability insurance against claims for personal andbodily injury and/or death to one or more persons or property damage, occurring on, in orabout the Property (including the adjoining streets, sidewalks and passageways therein) insuch amounts as Lender may from time to time reasonably require (but in no event shallLender's requirements be increased more frequently than once during each twelve (12)month period) and which are customarily required by Qualified Institutional Lenders forsimilar properties similarly situated, but not less than $1,000,000 per occurrence and$$2,000,000 general aggregate on a per location basis and, in addition thereto, not lessthan $100,000,000 excess and/or umbrella liability insurance shall be maintained for anyand all claims.

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(iii) Business interruption, rent loss or other similar insurance for actual losssustained form or basis (A) with loss payable to Lender, (B) covering all risks, includingflood, earthquake and terrorism, required to be covered by the insurance provided for inSection 3.01(a)(i) hereof for an eighteen (18) month period plus an additional six (6)month extended period of indemnity. In the event the Property shall be damaged ordestroyed, Borrower shall and hereby does assign to Lender all payment of claims underthe policies of such insurance, and all amounts payable thereunder, and all net amounts,shall be collected by Lender under such policies and shall be applied in accordance withthis Loan Agreement; provided, however, that nothing herein contained shall be deemedto relieve Borrower of its obligations to timely pay all amounts due under the LoanDocuments.

(iv) Intentionally Omitted.

(v) Comprehensive Boiler & Machinery Insurance covering loss or damagesfrom explosion of steam boilers, air conditioning equipment, pressure vessels or similarapparatus now or hereafter installed at the Property, with a limit of $100,000,000 or asLender may from time to time reasonably require and which are then customarilyrequired by Qualified Institutional Lenders of similar properties similarly situated.

(vi) Flood insurance with a minimum limit of $50,000,000 for Zone A and$100,000,000 for all other Zones, borrower agrees to purchase National Flood InsuranceProgram coverage with limits of $250,000 for all buildings located in Zone A and B.

(vii) Worker's compensation insurance or other similar insurance which maybe required by Governmental Authorities or Legal Requirements.

(viii) Insurance against loss resulting from mold, spores or fungus in theImprovements as afforded under (a) (i) above.

(ix) (A) During any period of the term of the Loan that the Terrorism RiskInsurance Extension Act of 2005 ("TRIEA") is in effect, if "acts of terrorism" or othersimilar acts or events are hereafter excluded from Borrower's comprehensive all riskinsurance policy (including business interruption, rent loss or similar insurancecoverage), Borrower shall obtain an endorsement to such policy, or a separate policyinsuring against all "certified acts of terrorism" as defined by TRIEA and "firefollowing", which for purposes of this Loan Agreement shall mean actual replacementvalue of the Property (exclusive of the Premises, footings and foundations) with a waiverof depreciation and with a limit of not less than $300,000,000; and

(B) during any period of the term of the Loan that TRIEA is not ineffect, if "acts of terrorism" or other similar acts or events or "fire following" arehereafter excluded from Borrower's comprehensive all risk insurance policy orbusiness interruption insurance coverage, Borrower shall obtain an endorsementto such policy, or a separate policy insuring against all such excluded acts orevents, to the extent such policy or endorsement is available, in an amountdetermined by Lender in its reasonable discretion (but in no event greater than the

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total insurable value of the Property plus the business interruption, rent loss orsimilar coverage) required hereunder with a limit of not less than $300,000,000;

provided, that Borrower shall not be required to pay annual premiums in excess of 150% of thecurrent cost of Terrorism insurance as required in Sections 3.01 (a)(ix) as increased by CPI.

(x) At all times during which construction work is being undertaken at thePremises, contractor's liability insurance to a limit of not less than $1,000,000 on a peroccurrence basis covering each contractor's construction operation at the Premises.

(xi) Pollution Legal Liability Insurance covering bodily injury and propertydamage but not remediation with limits of not less than $50,000,000 each event and inthe policy aggregate containing an endorsement providing Lender with an additionalinsured/mortgagee assignment status.

(b) Borrower shall cause any Manager of the Property to maintain employeefidelity/dishonesty or crime insurance in an amount equal to or greater than $1,000,000.

Section 3.02 Policy Terms. (a) All insurance required by this Article III shallbe in the form (other than with respect to Sections 3.01(a)(vi) and (vii) above when insurance inthose two sub-sections is placed with a governmental agency or instrumentality on such agency'sforms) and amount and with deductibles as, from time to time, shall be reasonably acceptable toLender, under valid and enforceable policies issued by financially responsible insurersauthorized to do business in the State where the Property is located, and shall have a claimspaying ability rating and/or financial strength rating, as applicable, of not less than "A-" (or itsequivalent), or such lower claims paying ability rating and/or financial strength rating, asapplicable, as Lender shall in its sale and absolute discretion consent to, from a Rating Agency(one of which after a Securitization in which Standard & Poor's rates any securities issued inconnection with such Securitization, shall be Standard & Poor's). Notwithstanding theforegoing, if the insurance is provided by a syndicate of insurers, the coverage shall beacceptable if: (i) the first layer of coverage is provided by carriers rated "A-" or better from S&P;(ii) sixty percent (60%) (seventy-five percent (75%) if there four or fewer members in thesyndicate) of the aggregate limits under such Policies are provided by carriers with a minimum"A-" rating from S&P and (iii) the S&P rating of the remaining carriers must be at least "BBB".Originals or certified copies of all insurance policies (or certificates or binders evidencing thesame) shall be delivered to and held by Lender. All such policies (except policies for worker'scompensation or such other policy where it is customary for a Lender not to be named as anadditional insured) shall name Lender, its successors and/or assigns as an additional insured, andwith respect to the insurance required pursuant to Section 3.01(a)(iii) above, shall provide forloss payable to Lender, its successors and/or assigns and shall contain (or have attached): (i)standard "non-contributory mortgagee" endorsement or its equivalent relating, inter alia, torecovery by Lender notwithstanding the negligent or willful acts or omissions of Borrower; (ii) awaiver of subrogation endorsement as to Lender; (iii) an endorsement indicating that neitherLender nor Borrower shall be or be deemed to be a co-insurer with respect to any casualty riskinsured by such policies and shall provide for a deductible per loss of an amount not more than$100,000 for a property loss other than a flood loss ($1,000,000 each eventl$3,OOO,OOOpolicyaggregate for pollution liability policy), and (iv) a provision that such policies shall not be

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canceled, terminated, denied renewal or amended, including, without limitation, any amendmentreducing the scope or limits of coverage, without at least thirty (30) days' prior written notice toLender in each instance except that not more than ten (10) days prior written notice shall berequired with respect to any cancellation, termination or denied renewal resulting from a failureto pay the applicable premium. Prior to the expiration dates of the insurance policies obtainedpursuant to this Loan Agreement, originals or certified copies of renewals of such policies(certificates of insurance) shall be delivered by Borrower to Lender. Borrower shall not carryseparate insurance, concurrent in kind or form or contributing in the event of loss, with anyinsurance required under this Article ill. Borrower shall deliver to Lender evidence of paymentof premiums within ten (10) days after renewal of such policies.

(b) If Borrower fails to maintain and deliver to Lender the original policies orcertificates or binders of insurance required by this Loan Agreement, Lender may, at its option,procure such insurance, and Borrower shall pay, or as the case may be, reimburse Lender for, allpremiums thereon promptly, upon written demand by Lender, with interest thereon at the DefaultRate from the date paid by Lender to the date of repayment and such sum shall constitute a partof the Debt.

(c) Borrower shall notify Lender of the renewal premium of each insurancepolicy and Lender shall be entitled to pay such amount on behalf of Borrower from the BasicCarrying Costs Sub-Account.

(d) Notwithstanding the foregoing, the insurance required by this LoanAgreement may, at the option of Borrower, be effected by blanket and/or umbrella policiesissued to Borrower covering the Property provided that, in each case, the policies otherwisecomply with the provisions of this Loan Agreement. If the insurance required by this LoanAgreement shall be effected by any such blanket or umbrella policies, Borrower shall furnish toLender original policies or certified copies thereof, or an original certificate of insurance.Borrower shall make available and give reasonable access to Lender certified copies or originalsof all insurance policies required hereunder for Lender's review and inspection during normalbusiness hours in an office designated by Borrower located in New York City, New York.

Section 3.03 Assignment of Policies. (a) Subject to the terms of this LoanAgreement, Borrower hereby assigns to Lender the proceeds of all insurance (other thanworker's compensation and liability insurance or such other insurance policy where it iscustomary for Lender not to be assigned the proceeds of insurance) obtained pursuant to thisLoan Agreement, all of which proceeds shall be payable to Lender as collateral and furthersecurity for the payment of the Debt and the performance of Borrower's obligations hereunderand under the other Loan Documents, and Borrower hereby authorizes and directs the issuer ofany such insurance to make payment of such proceeds directly to Lender. Except as otherwiseexpressly provided in Section 3.04 or elsewhere in this Article ill, Lender shall have the option,in its discretion, and without regard to the adequacy of its security, to apply all or any part of theproceeds it may receive pursuant to this Article in such manner as Lender may elect to anyoneor more of the following: (i) the payment of the applicable Casualty Parcel Allocated Debt,whether or not then due, in any proportion or priority as Lender, in its discretion, may elect, (ii)the repair or restoration of the Property, (iii) the cure of any Default or Event of Default or (iv)the reimbursement of the reasonable costs and expenses of Lender incurred pursuant to the terms

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hereof in connection with the recovery of the Insurance Proceeds. Nothing herein containedshall be deemed to excuse Borrower from repairing or maintaining the Property as provided inthis Loan Agreement or restoring all damage or destruction to the Property, regardless of thesufficiency of the Insurance Proceeds, and the application or release by Lender of any InsuranceProceeds shall not cure or waive any Default or notice of Default. Notwithstanding anything tothe contrary contained in this Loan Agreement or any of the other Loan Documents, if, for anyreason other than the continuance of an Event of Default, Lender elects to apply Loss Proceedsto reduce the Debt (rather than making such proceeds available for repair, restoration orrebuilding of the Property), then Borrower shall thereafter be permitted to prepay the CasualtyParcel Allocated Debt and obtain a release of the applicable Casualty Parcels from the Lien ofthe Mortgage upon satisfaction of the requirements set forth in Section 19.03 hereof.

(b) In the event of the foreclosure of this Loan Agreement or the Mortgage orany other transfer of title or assignment of all or any part of the Property in extinguishment, inwhole or in part, of the Debt, all right, title and interest of Borrower in and to all policies ofinsurance required by this Loan Agreement (other than any blanket or umbrella policies) shallinure to the benefit of the successor in interest to Borrower or the purchaser of the Property. If,prior to the receipt by Lender of any proceeds, the Property or any portion thereof shall havebeen sold on foreclosure of this Loan Agreement or the Mortgage or by deed in lieu thereof orotherwise, or any claim under such insurance policy arising during the term of this LoanAgreement is not paid until after the extinguishment of the Debt, and Lender shall not havereceived the entire amount of the Debt outstanding at the time of such extinguishment, whetheror not a deficiency judgment on the Mortgage or this Loan Agreement shall have been sought orrecovered or denied, then, the proceeds of any such insurance to the extent of the amount of theDebt not so received, shall be paid to and be the property of Lender, together with interestthereon at the Default Rate, and the reasonable out-of-pocket attorney's fees, costs anddisbursements incurred by Lender in connection with the collection of the proceeds which shallbe paid to Lender and Borrower hereby assigns, transfers and sets over to Lender all ofBorrower's right, title and interest in and to such proceeds. Notwithstanding any provisions ofthis Loan Agreement to the contrary, Lender shall not be deemed to be a trustee or otherfiduciary with respect to its receipt of any such proceeds, which may be commingled with anyother monies of Lender; provided, however, that Lender shall use such proceeds for the purposesand in the manner permitted by this Loan Agreement. Any proceeds deposited with Lender shallbe held by Lender in an interest-bearing account for the benefit of Borrower, but Lender makesno representation or warranty as to the rate or amount of interest, if any, which may accrue onsuch deposit and shall have no liability in connection therewith. Interest accrued, if any, on theproceeds shall be deemed to constitute a part of the proceeds for purposes of this LoanAgreement. The provisions of this Section 3.03(b) shall survive the termination of the Mortgageby foreclosure, deed in lieu thereof or otherwise as a consequence of the exercise of the rightsand remedies of Lender thereunder or hereunder after an Event of Default.

Section 3.04 Casualty Restoration. (a) (i) In the event of any material damageto or destruction of the Property, Borrower shall give prompt written notice to Lender, whichnotice shall set forth Borrower's good faith estimate of the cost of repairing or restoring suchdamage or destruction, or if Borrower cannot reasonably estimate the anticipated cost ofrestoration, Borrower shall nonetheless give Lender prompt notice of the occurrence of suchdamage or destruction, and will diligently proceed to obtain an estimate from an Independent

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architect or engineer selected by Borrower and reasonably acceptable to Lender (an "Architect"or "Engineer") or a Person otherwise reasonably acceptable to Lender, of the anticipated cost andtime required for such restoration, whereupon Borrower shall promptly notify Lender ofestimates) and, provided that restoration does not violate any Legal Requirements, Borrowershall promptly commence and diligently prosecute to completion the repair, restoration orrebuilding of the Property so damaged or destroyed to a condition such that the Property shall beat least equal in value to that immediately prior to the damage to the extent practicable, inmaterial compliance with all Legal Requirements, and in accordance with Section 3.04(b) below.Such repair, restoration or rebuilding of the Property are sometimes hereinafter collectivelyreferred to as the "Work".

(ii) Borrower shall not adjust, compromise or settle any claim for InsuranceProceeds without the prior written consent of Lender, which shall not be unreasonablywithheld or delayed and Lender shall have the right, at Borrower's sole cost and expense,to participate in any settlement or adjustment of Insurance Proceeds; provided, however,that, except during the continuance of an Event of Default, Lender's consent shall not berequired with respect to the adjustment, compromising or settlement of any claim forInsurance Proceeds in an amount less than four percent (4%) of the Aggregate LoanAmount.

(iii) Subject to Section 3.04(a)(iv), Lender shall apply any Insurance Proceedswhich it may receive towards the Work in accordance with Section 3.04(b) and the otherapplicable sections of this Article ill.

(iv) If (A) an Event of Default shall have occurred and be continuing, (B)Leases demising more than forty percent (40%) of the Improvements on the CasualtyParcels as of the date of the damage to or destruction of the Property shall not remain infull force and effect, (C) the Architect does not deliver to Lender a certification in formand substance reasonably acceptable to Lender certifying that the Work can be completedno later than three (3) months prior to the Maturity Date and within the period ofcoverage under Borrower's rent or business interruption insurance or (D) Lender shall nothave received evidence reasonably satisfactory to it that during the period of therestoration, the Rents (together with proceeds of rent loss and business interruptioninsurance and any other insurance proceeds not being applied to reconstruction) will be atleast equal to the sum of the operating expenses, Debt Service and the Mezzanine DebtService, as reasonably determined by Lender, (each, a "Substantial Casualty"), Lendershall have the option, in its sale discretion to apply any Insurance Proceeds it may receivepursuant to this Loan Agreement (less any reasonable cost to Lender of recovering andpaying out such proceeds incurred pursuant to the terms hereof and not otherwisereimbursed to Lender, including, without limitation, reasonable out-of-pocket attorneys'fees and expenses) to the payment of the Casualty Parcel Allocated Debt, without anyprepayment fee or charge of any kind, or to allow such proceeds to be used for the Workpursuant to the terms and subject to the conditions of Section 3.04(b) hereof and the otherapplicable sections of this Article III. Notwithstanding the foregoing right of Lender touse Insurance Proceeds to repay the Casualty Parcel Allocated Debt, provided no Eventof Default exists, upon written request of Borrower not more than ten (10) Business Daysafter receipt of written notice from Lender of Lender's determination to apply the

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Insurance Proceeds to such repayment, Lender shall hold such Insurance Proceeds in anEligible Account as additional collateral for the Loan, provided, however, in no eventshall such amounts be disbursed to Borrower at any time except as such time the Debt ispaid or defeased in full. Borrower shall deliver such documents reasonably requested byLender to evidence Lender's security interest in such Insurance Proceeds and the accountin which they are held.

(v) In the event that a Substantial Casualty has not occurred or Lender haselected, pursuant to the provisions of Section 3.04(a)(iv) of this Loan Agreement, or isrequired to allow Insurance Proceeds to be used for the Work, any excess proceedsremaining after completion of such Work shall be paid to Borrower.

(b) If any Condemnation Proceeds in accordance with Section 6.01(a), or anyInsurance Proceeds in accordance with Section 3.04(a), are to be applied to the repair, restorationor rebuilding of the Property, then if such proceeds are (i) equal to or less than four percent (4%)of the Aggregate Loan Amount, provided no Event of Default exists such proceeds shall be paiddirectly to Borrower or (ii) more than four percent (4%) of the Aggregate Loan Amount suchproceeds shall be deposited into a segregated interest-bearing bank account at the Bank, whichshall be an Eligible Account, held by Lender and shall be paid out from time to time to Borroweras the Work progresses (less any reasonable cost to Lender of recovering and paying out suchproceeds, including, without limitation, reasonable out-of-pocket attorneys' fees and costsallocable to inspecting the Work and the plans and specifications therefor) subject to Section5.13 hereof and to all of the following conditions:

(i) An Architect or Engineer or a Person otherwise reasonably acceptable toLender, shall have delivered to Lender a certificate estimating the cost of completing theWork, and, if the amount set forth therein is more than the sum of the amount ofInsurance Proceeds then being held by Lender in connection with a casualty and amountsagreed to be paid as part of a final settlement under the insurance policy upon or beforecompletion of the Work or are otherwise reasonably expected to be paid by the insurer,Borrower shall have delivered to Lender (A) cash collateral in an amount equal to suchexcess, (B) an unconditional, irrevocable, clean sight draft letter of credit, in form,substance and issued by a bank reasonably acceptable to Lender, in the amount of suchexcess and draws on such letter of credit shall be made by Lender to make paymentspursuant to this Article III following exhaustion of the Insurance Proceeds therefor or (C)a completion bond in form, substance and issued by a surety company reasonablyacceptable to Lender.

(ii) If the cost of the Work is reasonably estimated by an Architect orEngineer in a certification reasonably acceptable to Lender to exceed four percent (4%)of the Aggregate Loan Amount, such Work shall be performed under the supervision ofan Architect or Engineer, it being understood that the plans and specifications withrespect thereto shall provide for Work so that, upon completion thereof, the Propertyshall be at least equal in replacement value and general utility to the Property prior to thedamage or destruction.

(iii) Each request for payment shall be made on not less than ten (10) days'

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prior notice to Lender and shall be accompanied by a certificate of an Architect orEngineer, or, if the Work is not required to be supervised by an Architect or Engineer, byan Officer's Certificate stating (A) that payment is for Work completed in substantialcompliance with the plans and specifications, if required under clause (ii) above, (B) thatthe sum requested is required to reimburse Borrower for payments by Borrower to date,or is due to the contractors, subcontractors, materialmen, laborers, engineers, architects orother Persons rendering services or materials for the Work (giving a brief description ofsuch services and materials), and that when added to all sums previously paid out byLender does not exceed the value of the Work done to the date of such certificate, (C) ifthe sum requested is to cover payment relating to repair and restoration of personalproperty required or relating to the Property, that title to the personal property itemscovered by the request for payment is vested in Borrower (unless Borrower is lessee ofsuch personal property), and (D) that the Insurance Proceeds and other amounts depositedby Borrower held by Lender after such payment are at least equal to the estimatedremaining cost to complete such Work; provided, however, that if such certificate isgiven by an Architect or Engineer, such Architect or Engineer shall certify as to clause(A) above, and such Officer's Certificate shall certify (to the knowledge of such officer)as to the remaining clauses above, and provided, further, that Lender shall not beobligated to disburse such funds if Lender determines, in Lender's reasonable discretion,that Borrower shall not be in compliance with this Section 3.04(b).

(iv) Each request for payment shall be accompanied by waivers of lien, incustomary form and substance, covering Work that was completed pursuant to a previousdisbursement (but only for contractors and subcontractors seeking payment in the currentrequisition) and, if required by Lender and the cost of the Work which has beenperformed since the last such request was delivered to Lender exceeds four percent (4%)of the Aggregate Loan Amount, a search prepared by a title company or licensedabstractor, or by other evidence reasonably satisfactory to Lender that there has not beenfiled with respect to the Property any mechanic's or other lien or instrument for retentionof title relating to any part of the Work not bonded or discharged of record. Additionally,as to any personal property covered by the request for payment, Lender shall be furnishedwith evidence of Borrower having incurred a payment obligation therefor and suchfurther evidence reasonably satisfactory to assure Lender that UCC filings thereforprovide a valid first lien on the personal property.

(v) Lender shall have the right to inspect the Work at all reasonable timesupon reasonable prior notice and may condition any disbursement of Insurance Proceedsupon satisfactory compliance by Borrower with the provisions hereof. Neither theapproval by Lender of any required plans and specifications for the Work nor theinspection by Lender of the Work shall make Lender responsible for the preparation ofsuch plans and specifications, or the compliance of such plans and specifications of theWork, with any applicable law, regulation, ordinance, covenant or agreement.

(vi) Insurance Proceeds shall not be disbursed more frequently than once everythirty (30) days.

(vii) Until such time as fifty percent (50%) of the Work has been substantially

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completed, Lender shall not be obligated to disburse to Borrower an amount (the"Retention Amount") equal to ten percent (10%) of the cost of the Work completed.Upon the substantial completion of fifty percent (50%) of the Work, Borrower shall sendnotice thereof to Lender and, subject to the conditions of Section 3.04(b)(i)-(iv), Lendershall thereafter disburse to Borrower the cost of the Work. Notwithstanding theforegoing, Lender will release the portion of the Retention Amount being held withrespect to any contractor, subcontractor or materialman engaged in the Work as of thedate upon which the Architect or Engineer certifies to Lender that the contractor,subcontractor or materialman has satisfactorily completed all work and has supplied allmaterials in accordance with the provisions of the contractor's, subcontractor's ormaterialman's contract, provided (A) the contractor, subcontractor or materialmandelivers the lien waivers and evidence of payment in full of all sums due to thecontractor, subcontractor or materialman as may be reasonably requested by Lender or bythe title company issuing the Lender's title policy and (B) if a surety company has issueda payment or performance bond with respect to the contractor, subcontractor ormaterialman and, if required by Lender, the release of any such portion of the RetentionAmount shall be approved by the surety company which has issued a payment orperformance bond with respect to the contractor, subcontractor or materialman.Furthermore, notwithstanding the foregoing, Lender shall not retain from any amounts tobe disbursed to Borrower, and there shall be no Retention Amount with respect to, anyamounts which Borrower is not obligated to disburse to any contractor, subcontractor ormaterialman by virtue of a retainage provision in Borrower's contract with suchcontractor, subcontractor or materialman. (For example, if Borrower's contract with acontractor provides that ten percent (10%) of the amount due for Work performed shallbe retained and Borrower submits an invoice for the net amount due to such contractorfor such Work (i.e., ninety percent (90%) of the total cost of such Work), then there shallbe no Retention Amount with respect to the amount requested by Borrower (i.e., theinvoice for ninety percent (90%) of the total cost of such Work) in respect of such Workperformed by the contractor and Lender shall disburse to Borrower the full amount ofsuch disbursement request (i.e., the full invoice amount of ninety percent (90%) of thetotal cost of such Work).

(viii) Upon failure on the part of Borrower promptly to commence the Work orto proceed diligently and continuously to completion of the Work, subject to ForceMajeure, and such failure shall continue after written notice for thirty (30) days, Lendermay apply any Insurance Proceeds or Condemnation Proceeds it then or thereafter holdsto the payment of the Debt in accordance with the provisions of the Note; provided,however, that Lender shall be entitled to apply at any time all or any portion of theInsurance Proceeds or Condemnation Proceeds it then holds to the extent necessary tocure any Event of Default.

(c) If Borrower (i) within ninety (90) days after the occurrence of any damageto the Property or any portion thereof shall fail to submit to Lender for approval plans andspecifications for the Work (approved by the Architect and by all Governmental Authoritieswhose approval is required), (ii) after any such plans and specifications are approved by allGovernmental Authorities, the Architect and Lender, shall fail to promptly commence suchWork, subject to Force Majeure or (iii) shall fail to diligently prosecute such Work to

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completion, then, in addition to all other rights available hereunder, at law or in equity, Lender,or any receiver of the Property or any portion thereof, upon five (5) days' prior notice toBorrower (except in the event of emergency in which case no notice shall be required), may (butshall have no obligation to) perform or cause to be performed such Work, and may take suchother steps as it reasonably deems advisable. Borrower hereby waives, for Borrower, any claim,other than for gross negligence or willful misconduct, against Lender and any receiver arisingout of any act or omission of Lender or such receiver pursuant hereto, and Lender may apply allor any portion of the Insurance Proceeds (without the need to fulfill any other requirements ofthis Section 3.04) to reimburse Lender and such receiver, for all costs not reimbursed to Lenderor such receiver upon demand together with interest thereon at the Default Rate from the datesuch amounts are advanced until the same are paid to Lender or the receiver.

(d) Borrower hereby irrevocably appoints Lender as its attorney-in-fact,coupled with an interest, to collect and receive any Insurance Proceeds paid with respect to anyportion of the Property or the insurance policies required to be maintained hereunder, and toendorse any checks, drafts or other instruments representing any Insurance Proceeds whetherpayable by reason of loss thereunder or otherwise, subject to the terms of Section 3.04(a)(ii),with respect to the adjustment, compromise or settlement of any such insurance claims, providedthat Lender shall not exercise any power-of-attorney granted to it under this Loan Agreement orany of the other Loan Documents unless an Event of Default has occurred and is continuing, .unless the failure to so exercise could, in Lender's reasonable judgment, result in a MaterialAdverse Effect.

(e) Notwithstanding the foregoing provisions of this Section 3.04, upon theoccurrence of any damage to or destruction of the Property, provided that such damage ordestruction is not a Substantial Casualty, if the cost of repair of or restoration to the Propertyrequired as a result of any damage or destruction is less than four percent (4%) of the AggregateLoan Amount in the aggregate and the Work can be completed on or prior to the date which isthree (3) months prior to the Maturity Date, then Lender, upon request by Borrower and providedno Event of Default exists, shall permit Borrower to apply for and receive the Insurance Proceedsdirectly from the insurer (and Lender shall advise the insurer to pay over such InsuranceProceeds directly to Borrower), to the extent required to pay for any such Work, with any excessthereof to be promptly paid by Borrower to Lender to be applied against the Debt.

Section 3.05 Compliance with Insurance Requirements. Borrower promptlyshall comply with, and shall cause the Property to comply with, all Insurance Requirements,even if such compliance requires structural changes or improvements or would result ininterference with the use or enjoyment of the Property or any portion thereof provided Borrowershall have a right to contest in good faith and with diligence such Insurance Requirementsprovided (a) no Event of Default shall exist during such contest and such contest shall not subjectthe Property or any portion thereof to any lien or affect the priority of the lien of this LoanAgreement or the Mortgage, (b) failure to comply with such Insurance Requirements will notsubject Lender or any of its agents, employees, officers or directors to any civil or criminalliability, (c) such contest will not cause any reduction in insurance coverage, (d) the Property orany part thereof or any interest therein shall not be in any danger of being sold, forfeited or lostby reason of such contest by Borrower, (e) Borrower has given Lender prompt notice of suchcontest and, upon request by Lender from time to time, notice of the status of such contest by

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Borrower and/or information of the continuing satisfaction of the conditions set forth in clauses(a) through (d) of this Section 3.05, (f) upon a final determination of such contest, Borrower shallpromptly comply with the requirements thereof, and (g) if the cost of compliance exceeds twoand one-half percent (2.5%) of the Aggregate Loan Amount on the Closing Date, prior to andduring such contest, Borrower shall furnish to Lender security satisfactory to Lender, in itsreasonable discretion, against loss or injury by reason of such contest or the non-compliance withsuch Insurance Requirement (and if such security is cash, Lender shall deposit the same in aninterest-bearing account for the benefit of Borrower and interest accrued thereon, if any, shall bedeemed to constitute a part of such security for purposes of this Loan Agreement, but Lender (i)makes no representation or warranty as to the rate or amount of interest, if any, which mayaccrue thereon and shall have no liability in connection therewith and (ii) shall not be deemed tobe a trustee or fiduciary with respect to its receipt of any such security and any such security maybe commingled with other monies of Lender). If Borrower shall use the Property or any portionthereof in any manner which could reasonably be expected to permit the insurer to cancel anyinsurance required to be provided hereunder, Borrower shall promptly obtain a substitute policywhich shall satisfy the requirements of this Loan Agreement and which shall be effective on orprior to the date on which any such other insurance policy shall be canceled. Borrower shall notby any action or omission invalidate any insurance policy required to be carried hereunder unlesssuch policy is replaced as aforesaid, or materially increase the premiums on any such policyabove the normal premium charged for such policy. Borrower shall cooperate with Lender inobtaining for Lender the benefits of any Insurance Proceeds lawfully or equitably payable toLender in connection with the transaction contemplated hereby.

Section 3.06 Event of Default During Restoration. Notwithstanding anything tothe contrary contained in this Loan Agreement including, without limitation, the provisions ofthis Article ill, if, at the time of any casualty affecting the Property or any part thereof, or at anytime during any Work, or at any time that Lender is holding or is entitled to receive anyInsurance Proceeds pursuant to this Loan Agreement, an Event of Default exists and iscontinuing, Lender shall then have no obligation to make such proceeds available for Work andLender shall have the right and option, to be exercised in its sale and absolute discretion andelection, with respect to the Insurance Proceeds, either to retain and apply such proceeds inreimbursement for the actual costs, fees and expenses incurred by Lender in accordance with theterms hereof in connection with the adjustment of the loss and any balance toward payment ofthe Debt in such priority and proportions as Lender, in its sole discretion, shall deem proper, ortowards the Work, upon such terms and conditions as Lender shall determine, or to cure suchEvent of Default, or to anyone or more of the foregoing as Lender, in its sale and absolutediscretion, may determine. If Lender shall receive and retain such Insurance Proceeds, the lienof this Loan Agreement and the Mortgage shall be reduced only by the amount thereof received,after reimbursement to Lender of expenses of collection, and actually applied by Lender inreduction of the principal sum payable under the Note in accordance with the Note.Notwithstanding anything to the contrary contained in this Loan Agreement or any of the otherLoan Documents, if, for any reason other than the continuance of an Event of Default, Lenderelects to apply Loss Proceeds to reduce the Debt (rather than making such proceeds available forrepair, restoration or rebuilding of the Property), then Borrower shall thereafter be permitted toprepay the remaining unpaid principal balance of the Note, together with all interest accruedthereon through the end of the Interest Accrual Period in which such prepayment occurs and anyother fees and expenses then owing to Lender by Borrower pursuant hereto, the Note and the

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other Loan Documents without any defeasance, penalty or any prepayment considerationotherwise set forth in this Loan Agreement, the Note or in any other Loan Document.

Section 3.07 Application of Proceeds to Debt Reduction. (a) No damage to theProperty, or any part thereof, by fire or other casualty whatsoever, whether such damage bepartial or total, shall relieve Borrower from its liability to pay in full the Debt and to perform itsobligations under this Loan Agreement and the other Loan Documents.

(b) If any Insurance Proceeds are applied to prepay the Casualty ParcelAllocated Debt, Lender shall apply the same in accordance with the provisions of the Note andSection 15.02 hereof.

ARTICLE IV

IMPOSITIONS

Section 4.01 Payment of hnpositions, Utilities and Taxes, etc. (a) Borrowershall payor cause to be paid all material Impositions prior to the date upon which any fine,penalty, interest or cost for nonpayment is imposed, and furnish to Lender, upon written request,receipted bills of the appropriate taxing authority or other documentation reasonably satisfactoryto Lender evidencing the payment thereof; provided, however, Borrower shall not be in breach ofthe terms of this Section 4.01(a) if Borrower has deposited all sums required to be deposited intothe Basic Carrying Costs Sub-Account pursuant to the terms of this Loan Agreement and Lenderhas failed to pay any Impositions to the extent of sums then on deposit in the Basic CarryingCosts Sub-Account and to the extent Lender had all information necessary to make such paymentof Impositions. If Borrower shall fail to pay any material Imposition in accordance with thisSection and is not contesting or causing a contest of such Imposition in accordance with Section4.04 hereof, or if there are insufficient funds in the Basic Carrying Costs Sub-Account to payany Imposition, Lender shall have the right, but shall not be obligated, to pay that Imposition,and Borrower shall repay to Lender, on demand, any amount paid by Lender, with interestthereon at the Default Rate from the date Borrower receives notice of the advance thereof to thedate of repayment, and such amount shall constitute a portion of the Debt secured by this LoanAgreement and the Mortgage.

(b) Borrower shall, prior to the date upon which any fine, penalty, interest orcost for the nonpayment is imposed, payor cause to be paid all charges for electricity, power,gas, water and other services and utilities in connection with the Property, and shall, uponrequest, deliver to Lender receipts or other documentation reasonably satisfactory to Lenderevidencing payment thereof. If Borrower shall fail to pay any amount required to be paid byBorrower pursuant to this Section 4.01 and is not contesting such charges in accordance withSection 4.04 hereof, and such failure continues for five (5) Business Days after notice thereoffrom Lender to Borrower, Lender shall have the right, but shall not be obligated, to pay thatamount, and Borrower will repay to Lender, on demand, any amount paid by Lender withinterest thereon at the Default Rate from the date Borrower receives notice of the advancethereof to the date of repayment, and such amount shall constitute a portion of the Debt securedby this Loan Agreement and the Mortgage.

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(c) Borrower shall pay all taxes, charges, filing, registration and recordingfees, excises and levies imposed upon Lender by reason of or in connection with its ownership ofany Loan Document or any other instrument related thereto, or resulting from the execution,delivery and recording of, or the lien created by, or the obligation evidenced by, any of them,other than income, franchise and other similar taxes imposed on Lender and shall pay allcorporate stamp taxes, if any, and other taxes, required to be paid on the Loan Documents. IfBorrower shall fail to make any such payment within thirty (30) days after written notice thereoffrom Lender, Lender shall have the right, but shall not be obligated, to pay the amount due, andBorrower shall reimburse Lender therefor, on demand, with interest thereon at the Default Ratefrom the date Borrower receives notice of the advance thereof to the date of repayment, and suchamount shall constitute a portion of the Debt secured by this Loan Agreement and the Mortgage.

Section 4.02 Deduction from Value. In the event of the passage after the date ofthis Loan Agreement of any Legal Requirement deducting from the value of the Property for thepurpose of taxation, any lien thereon or changing in any way the Legal Requirements now inforce for the taxation of the Mortgage, this Loan Agreement and/or the Debt for federal, state orlocal purposes, or the manner of the operation of any such taxes so as to adversely affect theinterest of Lender, or imposing any tax or other charge on any Loan Document, then Borrowerwill pay such tax (other than income, franchise and other similar taxes imposed on Lender), withinterest and penalties thereon, if any, within the statutory period. In the event the payment ofsuch tax (other than income, franchise and other similar taxes imposed on Lender) or interest andpenalties by Borrower would be unlawful, or taxable to Lender or unenforceable or provide thebasis for a defense of usury, then in any such event, Lender shall have the option, by writtennotice of not less than sixty (60) days, to declare the Debt immediately due and payable, with noprepayment fee or charge of any kind.

Section 4.03 No Joint Assessment. Borrower shall not consent to or initiate thejomt assessment of the Premises or the Improvements (a) with any other real propertyconstituting a separate tax lot and Borrower represents and covenants that the Premises and theImprovements are and shall remain a separate tax lot or (b) with any portion of the Propertywhich may be deemed to constitute personal property, or any other procedure whereby the lien ofany taxes which may be levied against such personal property shall be assessed or levied orcharged to the Property as a single lien.

Section 4.04 Right to Contest. Borrower shall have the right, after prior noticeto Lender, at its sole expense, to contest by appropriate legal proceedings diligently conducted ingood faith, without cost or expense to Lender or any of its agents, employees, officers ordirectors, the validity, amount or application of any Imposition or any charge described inSection 4.01, provided that (a) no Event of Default shall exist during such proceedings and suchcontest shall not (unless Borrower shall comply with clause (d) of this Section 4.04) subject theProperty or any portion thereof to any lien or affect the priority of the lien of this LoanAgreement or the Mortgage, (b) failure to pay such Imposition or charge will not subject Lenderor any of its agents, employees, officers or directors to any civil or criminal liability, (c) thecontest suspends enforcement of the Imposition or charge (unless Borrower first pays theImposition or charge), (d) if the Imposition or charge exceeds one percent (1%) of the AggregateLoan Amount on the Closing Date and Borrower has not previously paid or given security to aGovernmental Authority for such Imposition or charge, then prior to and during such contest,

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Borrower shall furnish to Lender security satisfactory to Lender, in its reasonable discretion,against loss or injury by reason of such contest or the non-payment of such Imposition or charge(and if such security is cash, Lender shall deposit the same in an interest-bearing account for thebenefit of Borrower and interest accrued thereon, if any, shall be deemed to constitute a part ofsuch security for purposes of this Loan Agreement, but Lender (i) makes no representation orwarranty as to the rate or amount of interest, if any, which may accrue thereon and shall have noliability in connection therewith and (ii) shall not be deemed to be a trustee or fiduciary withrespect to its receipt of any such security and any such security may be commingled with othermonies of Lender), (e) the Property or any part thereof or any interest therein shall not be in anydanger of being sold, forfeited or lost by reason of such contest by Borrower, (f) Borrower hasgiven Lender notice of the commencement of such contest and upon request by Lender, fromtime to time, notice of the status of such contest by Borrower and/or confirmation of thecontinuing satisfaction of clauses (a) through (e) of this Section 4.04, and (g) upon a finaldetermination of such contest, Borrower shall promptly comply with the requirements thereof.Upon completion of any contest, (i) if Borrower has deposited with Lender any security pursuantto clause (d) of this Section 4.04, then Lender shall, upon receipt of written request fromBorrower, utilize such security to promptly pay the amount due, if any, and return the balancethereof, if any, to Borrower, or, (ii) if no such security has been deposited with Lender, thenBorrower shall promptly pay the amount due, if any, and deliver to Lender proof of thecompletion of the contest and payment of the amount due. Borrower shall not pay anyImposition in installments unless permitted by applicable Legal Requirements, and shall, uponthe written request of Lender, deliver copies of all notices and bills relating to any Imposition orother charge covered by this Article IV to Lender. Nothing contained herein will precludeBorrower from bringing an annual tax certiorari proceeding after Borrower has paid all RealEstate Taxes in accordance with the terms of this Loan Agreement or from contesting theImpositions in accordance with the terms of this Loan Agreement.

Section 4.05 No Credits on Account of the Debt. Borrower will not claim ordemand or be entitled to any credit or credits on account of the Debt for any part of theImpositions assessed against the Property or any part thereof and no deduction shall otherwise bemade or claimed from the taxable value of the Property, or any part thereof, by reason of theMortgage, this Loan Agreement or the Debt. In the event such claim, credit or deduction shall berequired by Legal Requirements, Lender shall have the option, by written notice, to declare theDebt due and payable, and Borrower hereby agrees to pay such amounts not later than ninety(90) days after such notice, without any prepayment fee or charge of any kind.

Section 4.06 Documentary Stamps. If, at any time, the United States ofAmerica, any State or Commonwealth thereof or any subdivision of any such State shall requirerevenue or other stamps to be affixed to the Note, the Mortgage, this Loan Agreement or anyother Loan Document, or impose any other similar tax or charges on the same, Borrower willpay the same, with interest and penalties thereon, if any.

ARTICLE V

CENTRAL CASH MANAGEMENT

stetion 5.01 Cash Flow. Each Borrower hereby acknowledges and agrees that

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(a) the Rents (which for the purposes of this Section 5.01 shall not include security deposits fromtenants under Leases held by Borrower and not applied towards Rent) derived from the Propertythat it owns and (b) Loss Proceeds payable in connection with the Individual Property that itowns shall be utilized to fund the Sub-Accounts. Borrower shall cause Manager to collect allcash security deposits from tenants under valid Leases, which shall be held by Manager, as agentfor each Borrower, in accordance with applicable law and in a segregated demand deposit bankaccount at such commercial or savings bank or banks as may be reasonably satisfactory toLender (the "Security Deposit Account"). Borrower shall notify Lender of any security depositsheld as letters of credit and, upon Lender's request during the continuance of an Event ofDefault, such letters of credit shall be promptly delivered to Lender. Borrower shall have noright to withdraw funds from the Security Deposit Account; provided that, prior to theoccurrence of an Event of Default, Borrower may withdraw funds from the Security DepositAccount to refund or apply security deposits as required or permitted by the Leases or byapplicable Legal Requirements. During the continuance of an Event of Default, all withdrawalsfrom the Security Deposit Account must be approved by Lender. Each Borrower shall cause allRent which is due and payable to Borrower pursuant to the terms of the Leases (other thansecurity deposits under valid Leases which are held in the Security Deposit Account) to be sentdirectly to a lockbox address (the "Lockbox"). All amounts sent to the Lockbox shall beprocessed in accordance with the Lockbox Agreement and deposited directly by Lockbox Bankinto a lockbox account established for the applicable Individual Property (individually orcollectively as the context requires, the "Lockbox Account") maintained by Borrower at a localbank selected by Borrower and reasonably acceptable to Lender (the. "Lockbox Bank") inaccordance with a lockbox agreement (the "Lockbox Agreement") among the Borrower, Lenderand Lockbox Bank pursuant to which, among other things, Lender shall be granted a securityinterest in, and control of, the applicable Lockbox Account, each such Lockbox Agreement to beacceptable to Lender. Borrower shall cause all amounts on deposit in each Lockbox Account tobe transferred into the Central Account on each Business Day. Borrower shall give to the bank inwhich the Central Account is located an irrevocable written instruction, in form and substancereasonably acceptable to Lender, that all sums on deposit in the Central Account shall be heldand applied as set forth in this Article V pursuant to the written instructions of Lender. At suchtime, if any, as Rent sufficient to fund all of the Sub-Accounts on the next Payment Date (the"Required Sums") have been deposited in the Central Account, the bank in which the CentralAccount is located may, provided no Event of Default exists, transfer to the Mezzanine 1DepositAccount all sums deposited into the Central Account during such Interest Accrual Period to theextent provided in Section 5.05 hereof. Within two (2) Business Days of the Closing Date,Borrower shall deliver to Lender a copy of the irrevocable notice which Borrower has deliveredto the bank in which the Central Account is located pursuant to the provisions of this Section5.01, the receipt of which is acknowledged in writing by such bank. Notwithstanding theforegoing, if any Rent is received by Borrower or Manager (other than payments to bedistributed by the most junior Mezzanine Lender to the most junior Mezzanine Borrowerpursuant to Section 5.05(a)(iii) of the related Mezzanine Loan Agreement), then (a) suchamounts shall be held in trust for the benefit, and as the property, of Lender, (b) such amountsshall not be commingled with any other funds or property of Borrower or Manager and (c)Borrower or Manager shall deposit such amounts in the applicable Lockbox Account within one(1) Business Day of receipt. On the Closing Date, PCV Borrower delivered to Manager anirrevocable written instruction letter that all Rents and other amounts received by Manager with

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respect to the Property are to be deposited by Manager, without any deduction therefrom, intothe Lockbox Account within one (1) Business Day of Manager's receipt thereof and PCVBorrower will amend such instruction to Manager on the date hereof directing the Manager todeposit all Rents with respect to Peter Cooper Village, without any deduction therefrom, into theapplicable Lockbox Account within one (1) Business Day of Manager's receipt thereof. On thedate hereof, ST Borrower will deliver to Manager an irrevocable written instruction letter that allRents and other amounts received by Manager with respect to Stuyvesant Town are to bedeposited by Manager, without any deduction therefrom, into the applicable Lockbox Accountwithin one (1) Business Day of Manager's receipt thereof. Upon the occurrence of an Event ofDefault, Lender may elect to change the financial institution in which the Central Account shallbe maintained; however, Lender shall give Borrower not fewer than two (2) Business Days' priornotice of such change. If the Central Account is not an Eligible Account, Borrower shall movethe Central Account to an Eligible Account at another Bank within five (5) Business Days afternotice from Lender and Borrower shall execute and deliver and cause the bank to which theCentral Account has been moved to execute and deliver a Central Account Agreement insubstantially the same form as the Central Account Agreement executed by the Bank and PCVBorrower on the date hereof in connection with the Loan (the "Central Account Agreement") orotherwise in form and substance reasonably acceptable to Lender. Neither Borrower norManager shall change such bank or the Central Account without the prior written consent ofLender, which consent shall not be unreasonably withheld or delayed. All fees and charges ofthe bank in which the Central Account is located shall be paid by Borrower.

Section 5.02 Establishment of Accounts. Lender has established the CentralAccount in the joint name of Borrower and Lender, as secured party. The Central Account shallbe under the sole dominion and control of Lender and funds held therein shall not constitute trustfunds. Borrower hereby irrevocably directs and authorizes Lender to deposit into and withdrawfunds from the Central Account, all in accordance with the terms and conditions of this LoanAgreement. Borrower shall have no right of withdrawal in respect of the Central Account or anySub-Account. Each transfer of funds to be made hereunder shall be made only to the extent thatfunds are on deposit in the Central Account or the affected Sub-Account, and Lender shall haveno responsibility to make additional funds available in the event that funds on deposit areinsufficient. The Central Account shall contain the Basic Carrying Costs Sub-Account, the DebtService Payment Sub-Account, the Recurring Replacement Reserve Sub-Account, the GeneralReserve Sub-Account, the ST Operation and Maintenance Expense Sub-Account and the PCVOperation and Maintenance Expense Sub-Account, each of which accounts shall be EligibleAccounts or book-entry sub-accounts of an Eligible Account (each a "Sub-Account" andcollectively, the "Sub-Accounts") to which certain funds shall be allocated and from whichdisbursements shall be made pursuant to the terms of this Loan Agreement.

Section 5.03 Interest on Reserve Funds. Lender hereby agrees that all amountson deposit in the Sub-Accounts shall accrue interest at a rate per annum of LIBOR minus 0.80%.

Section 5.04 Intentionally Omitted.

Section 5.05 Monthly Funding of Sub-Accounts. (a) On or before eachPayment Date during the term of the Loan, commencing on the first (1st) Payment Dateoccurring after the month in which the Loan is initially funded, Borrower shall payor cause to be

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paid to the Central Account all sums required to be deposited in the Sub-Accounts pursuant tothis Section 5.05(a) and all funds transferred or deposited into the Central Account shall beallocated each Business Day among the Sub-Accounts as follows and in the following priority(subject, however, to Section 5.14 below):

(i) first, to the Basic Carrying Costs Sub-Account, until an amount equal tothe Basic Carrying Costs Monthly Installment for the next Payment Date has beenallocated to the Basic Carrying Costs Sub-Account;

(ii) second, (A) to the PCV Operation and Maintenance Expense Sub-Accountin an amount equal to the Cash Expenses (excluding Asset Management Fees butincluding the construction supervisory fee) reasonably expected to be paid by PCVBorrower for the current Interest Accrual Period pursuant to the related Annual Budgetfor Peter Cooper Village and (B) to the ST Operation and Maintenance Expense Sub-Account in an amount equal to the Cash Expenses (excluding Asset Management Feesbut including the construction supervisory fee) reasonably expected to be paid by STBorrower for the current Interest Accrual Period pursuant to the related Annual Budgetfor Stuyvesant Town;

(iii) third, to the Debt Service Payment Sub-Account, until an amount equal tothe Required Debt Service Payment (plus, if applicable, interest at the Default Rate andall other amounts, other than those described under the other clauses of this Section5.05(a), then due to the Lender under the Loan Documents) for the next Payment Datehas been allocated to the Debt Service Payment Sub-Account;

(iv) fourth, (A) to the PCV Operation and Maintenance Expense Sub-Accountin an amount equal to the amount, if any, of the Net Capital Expenditures for the currentInterest Accrual Period pursuant to the related Approved Annual Budget for Peter CooperVillage and (B) to the ST Operation and Maintenance Expense Sub-Account in anamount equal to the amount, if any, of the Net Capital Expenditures for the currentInterest Accrual Period pursuant to the related Approved Annual Budget for StuyvesantTown;

(v) fifth, (A) to the PCV Operation and Maintenance Expense Sub-Account inan amount equal to the amount, if any, of the Extraordinary Expenses for the currentInterest Accrual Period for Peter Cooper Village and (B) to the ST Operation andMaintenance Expense Sub-Account in an amount equal to the amount, if any, of theExtraordinary Expenses for the current Interest Accrual Period for Stuyvesant Town;

(vi) sixth, during an O&M Operative Period and/or a Mezzanine AccrualElection Period and provided no Event of Default is continuing, except with respect toany Mezzanine Accrual Loan, the aggregate amount of Mezzanine Debt Service (plus, ifapplicable, interest at the Mezzanine Default Rate and all other amounts then due to theMezzanine Lenders under the Mezzanine Loan Documents (except with respect to anyMezzanine Accrual Loan) shall be disbursed to the Mezzanine 1 Deposit Account as adistribution by Borrower to Mezzanine 1 Borrower or, if the Mezzanine 1 Loan is nolonger outstanding, to the Mezzanine Deposit Account of the then most senior Mezzanine

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Loan that remains outstanding;

(vii) seventh, (A) first, (i) to the PCV Operation and Maintenance ExpenseSub-Account in an amount equal to the Asset Management Fees payable with respect toPeter Cooper Village pursuant to the related Annual Budget for Peter Village Cooper and(ii) to the ST Operation and Maintenance Expense Sub-Account in an amount equal tothe Asset Management Fees payable with respect to Stuyvesant Town pursuant to therelated Annual Budget for Stuyvesant Town; then (B) second, to the RecurringReplacement Reserve Sub-Account, until an amount equal to the lesser of (1) theRecurring Replacement Reserve Monthly Installment for the next Payment Date, or (2)the balance of amounts then on deposit in the Central Account, has been allocated to theRecurring Replacement Reserve Sub-Account;

(viii) eighth, provided no O&M Operative Period, no Mezzanine AccrualElection Period, and no Event of Default is continuing, the remainder, if any, to theMezzanine 1 Deposit Account as a distribution by Borrower to Mezzanine 1 Borrower or,if the Mezzanine 1 Loan is no longer outstanding, to the Mezzanine Deposit Account ofthe then most senior Mezzanine Loan that remains outstanding; and

(ix) ninth, but only during an O&M Operative Period and/or a MezzanineAccrual Election Period and provided no Event of Default is continuing, the balance, ifany, to the General Reserve Sub-Account.

Provided no Mezzanine Loan is outstanding, no O&M Operative Period or Mezzanine AccrualElection Period exists and no Event of Default has occurred and is continuing, Lender agrees thatin each Interest Accrual Period any amounts deposited into or remaining in the Central Accountafter the Sub-Accounts have been funded as set forth in this Section 5.05(a) with respect to suchInterest Accrual Period and any periods prior thereto, may be disbursed to Borrower. Thebalance of the funds distributed to Borrower after payment of all Operating Expenses by or onbehalf of Borrower (to the extent then payable in the ordinary course) may be retained byBorrower and used by Borrower for any purpose, including distributions to its shareholders,members or partners. After the occurrence, and during the continuance, of an Event of Default,no funds held in the Central Account shall be distributed to, or withdrawn by, Borrower, andLender shall have the right to apply all or any portion of the funds held in the Central Account orany Sub-Account to the Debt in Lender's sole discretion.

Section 5.06 Payment of Basic Carrying Costs. Borrower hereby agrees to payall Basic Carrying Costs prior to delinquency (without regard to the amount of money in theBasic Carrying Costs Sub-Account, but subject to Lender's obligation to make such amountsavailable as provided below). At least ten (10) Business Days prior to the due date of any BasicCarrying Costs, and not more frequently than once each month, Borrower may notify Lender inwriting and request that Lender pay such Basic Carrying Costs on behalf of Borrower on or priorto the due date thereof, and, provided that no Event of Default has occurred and is continuingand to the extent that there are sufficient funds available in the Basic Carrying Costs Sub-Account, Lender shall make such payments out of the Basic Carrying Costs Sub-Account beforesame shall be delinquent. Together with each such request, Borrower shall furnish Lender withbills and all other documents necessary, as reasonably determined by Lender, for the payment of

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the Basic Carrying Costs which are the subject of such request. Borrower's obligation to pay (orcause Lender to pay) Basic Carrying Costs pursuant to this Loan Agreement shall include, to theextent permitted by applicable law, Impositions resulting from future changes in law whichimpose upon Lender an obligation to pay any property taxes or other Impositions or whichotherwise adversely affect Lender's interests.

Provided that no Event of Default shall have occurred and is continuing, all fundsdeposited into the Basic Carrying Costs Sub-Account shall be held by Lender pursuant to theprovisions of this Loan Agreement and shall be applied in payment of Basic Carrying Costs inaccordance with the terms hereof. Should an Event of Default occur and be continuing, the sumson deposit in the Basic Carrying Costs Sub-Account may be applied by Lender in payment ofany Basic Carrying Costs or may be applied to the payment of the Debt or any other chargesaffecting all or any portion of the Property as Lender in its sole discretion may determine;provided, however, that no such application shall be deemed to have been made by operation oflaw or otherwise until actually made by Lender as herein provided.

Section 5.07 Intentionally Deleted.

Section 5.08 Recurring Replacement Reserve Sub-Account. Borrower herebyagrees to pay all Recurring Replacement Expenditures with respect to the Property prior todelinquency (without regard to the amount of money then available in the RecurringReplacement Reserve Sub-Account but subject to Lender's obligation to make such amountsavailable as provided below). Provided that Lender has received written notice from Borrower atleast five (5) Business Days prior to the due date of any payment relating to RecurringReplacement Expenditures and not more frequently than once each month, and further providedthat no Event of Default has occurred and is continuing and Borrower shall have theretoforefurnished Lender with lien waivers (subject only to payment), copies of bills, invoices and otherreasonable documentation as may be required by Lender to establish that the RecurringReplacement Expenditures which are the subject of such request represent amounts due forcompleted or partially completed capital repairs, replacements and improvements performed atthe Property, Lender shall make such payments within such five (5) Business Day period out ofand, to the extent of funds on deposit in. the Recurring Replacement Reserve Sub-Account.

Provided that no Event of Default shall have occurred and be continuing andsubject to the immediately following sentence, all funds deposited into the RecurringReplacement Reserve Sub-Account shall be held by Lender pursuant to the provisions of thisLoan Agreement and shall be applied in payment of Recurring Replacement Expenditures.Borrower acknowledges and agrees that the Initial Recurring Replacement Reserve Deposit shallbe used solely for payment of costs and expenses incurred in connection with Major CapitalImprovements and Individual Apartment Improvements. Should an Event of Default occur andbe continuing, the sums on deposit in the Recurring Replacement Reserve Sub-Account may beapplied by Lender in payment of any Recurring Replacement Expenditures or may be applied tothe payment of the Debt or any other charges affecting all or any portion of the Property, asLender in its sole discretion may determine; provided, however, that no such application shall bedeemed to have been made by operation of law or otherwise until actually made by Lender asherein provided.

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Section 5.09 Operation and Maintenance Expense Sub-Accounts. Borrowerhereby agrees to pay all Operating Expenses with respect to each Individual Property prior todelinquency (without regard to the amount of money then available in the PCV Operation andMaintenance Expense Sub-Account or ST Operation and Maintenance Expense Sub-Account butsubject to Lender's obligation to make such amounts available as provided below). All fundsallocated to the PCV Operation and Maintenance Expense Sub-Account and ST Operation andMaintenance Expense Sub-Account shall be held by Lender pursuant to the provisions of thisLoan Agreement. Sums held in the PCV Operation and Maintenance Expense Sub-Accountshall be disbursed to PCV Borrower for the payment of Cash Expenses based on the ApprovedAnnual Budget for the related Interest Accrual Period for which the disbursement is being madeand for the payment of Net Capital Expenditures and Extraordinary Expenses for the relatedInterest Accrual Period, in each case as such amounts are payable with respect to Peter CooperVillage. Sums held in the ST Operation and Maintenance Expense Sub-Account shall bedisbursed to ST Borrower for the payment of Cash Expenses based on the Approved AnnualBudget for the related Interest Accrual Period for which the disbursement is being made and forthe payment of Net Capital Expenditures and Extraordinary Expenses for the related InterestAccrual Period, in each case as such amounts are payable with respect to Stuyvesant Town.Disbursements from the PCV Operation and Maintenance Expense Sub-Account and STOperation and Maintenance Expense Sub-Account shall be made one (1) time per calendarmonth. Should an Event of Default occur and be continuing, the sums on deposit in the PCVOperation and Maintenance Expense Sub-Account and ST Operation and Maintenance ExpenseSub-Account may be applied by Lender in payment of any Operating Expenses for the Propertyor may be applied to the payment of the Debt or any other charges affecting all or any portion ofthe Property as Lender, in its sole discretion, may determine; provided, however, that no suchapplication shall be deemed to have been made by operation of law or otherwise until actuallymade by Lender as herein provided. Upon the termination of an O&M Operative Period,provided that no Event of Default has occurred and is continuing, Lender shall promptly remit toBorrower all sums on deposit in the PCV Operation and Maintenance Expense Sub-Account andST Operation and Maintenance Expense Sub-Account to PCV Borrower and ST Borrower,respectively.

Section 5.10 Intentionally Deleted.

Section 5.11 General Reserve Sub-Account. The Initial General ReserveDeposit shall be deposited into the General Reserve Sub-Account. Funds deposited into theGeneral Reserve Sub-Account shall be held by Lender in the General Reserve Sub-Account asadditional security for the Loan until the Loan has been paid in full, provided, however, if noEvent of Default has occurred and is continuing and no O&M Operative Period or MezzanineAccrual Election Period is continuing, Lender shall, within ten (10) Business Days of receipt ofwritten request from Borrower, release all sums contained in the General Reserve Sub-Accountto the Central Account to be disbursed in accordance with Section 5.05(a). Provided no Event ofDefault exists, Borrower may request that Lender transfer amounts on deposit in the GeneralReserve Sub-Account to the Debt Service Payment Sub-Account and the Mezzanine 1 DepositAccount or, if the Mezzanine 1 Loan is no longer outstanding, to the Mezzanine DepositAccount of the then most senior Mezzanine Loan that remains outstanding, in the event that theRents are insufficient for the payment of the Required Debt Service Payment and the payment ofthe aggregate Mezzanine Debt Service after the payment of Cash Expenses in accordance with

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the Annual Budget for the related Interest Accrual Period, provided, that, the disbursementspermitted pursuant to this sentence shall not exceed $400,000,000 in the aggregate (the "DebtService Reserve Component"). Additionally, provided no Event of Default exists, Borrowermay request that Lender transfer sums on deposit in the General Reserve Sub-Account to theBasic Carrying Costs Sub-Account, the Debt Service Payment Sub-Account, the RecurringReplacement Reserve Sub-Account, the ST Operation and Maintenance Expense Sub-Account orthe PCV Operation and Maintenance Expense Sub-Account, as applicable, to the extent theapplicable Sub-Account then contains insufficient funds to be utilized as set forth in theApproved Annual Budget or as otherwise reasonably approved by Lender, provided, that, thedisbursements permitted pursuant to this sentence shall not exceed $190,000,000 (the"Discretionary Component") in the aggregate and further provided, that, (a) the disbursementspermitted pursuant to this sentence for payment of Asset Management Fees shall not exceed$85,000,000 in the aggregate and (b) disbursements shall be permitted for payment ofconstruction supervisory fees but such disbursements shall not exceed 3.5% of hard costs for therelated project (plus amounts for the reimbursement of the attributable share of internal costsrelated to such project including, without limitation, salary and overhead). Should an Event ofDefault occur, the sums on deposit in the General Reserve Sub-Account may be applied byLender to the payment of the Debt or other charges affecting all or any portion of the Property,as Lender, in its sole discretion, may determine; provided, however, that no such applicationshall be deemed to have been made by operation of law or otherwise until actually made byLender as herein provided. Notwithstanding anything contained herein to the contrary, from andafter January 1, 2010, at such time the Debt Service Coverage for the Loan is 1.00:1.00 orgreater for 2 consecutive calendar quarters (a) the Debt Service Reserve Component shall beconverted to and become a part of the Discretionary Component and (b) the cap on the amountthat can be disbursed for the payment of Asset Management Fees shall be increased from$85,000,000 to $95,000,000.

Section 5.12 Working Capital Reserve. Borrower hereby represents andwarrants to Lender that PCV Borrower established on the Closing Date a working capital reserveinto which PCV Borrower deposited approximately $10,000,000 on the Closing Date. Borrowercovenants and agrees that the working capital reserve shall be used solely with respect to theProperty and shall not in any circumstance be distributed to any direct or indirect partner ormember of Borrower.

Section 5.13 Loss Proceeds. In the event of a casualty to the Property, unlessLender elects, or is required pursuant to Article III hereof to make all of the Insurance Proceedsavailable to Borrower for restoration, Lender and Borrower shall cause all such InsuranceProceeds to be paid by the insurer directly to the Central Account, whereupon Lender shall, afterdeducting Lender's reasonable out-of-pocket costs of recovering and paying out such InsuranceProceeds, including without limitation, reasonable attorneys' fees, apply same to reduce the Debtwithout any fee or prepayment penalty in accordance with the terms of this Agreement and theNote; provided, however, that if Lender elects, or is obligated, to make the Insurance Proceedsavailable for restoration, all Insurance Proceeds in respect of rent loss, business interruption orsimilar coverage shall be maintained in the Central Account, to be applied by Lender in the samemanner as Rent received with respect to the operation of the Property; provided, further,however. that in the event that the Insurance Proceeds with respect to such rent loss, businessinterruption or similar insurance policy are paid in a lump sum in advance, Lender shall hold

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such Insurance Proceeds in a segregated interest-bearing escrow account with interest for thebenefit of Borrower, which shall be an Eligible Account, shall estimate, in Lender's reasonablediscretion, the number of months required for Borrower to restore the damage caused by thecasualty, shall divide the aggregate rent loss, business interruption or similar Insurance Proceedsby such number of months, and shall disburse from such bank account into the Central Accounteach month during the performance of such restoration such monthly installment of saidInsurance Proceeds. In the event that Insurance Proceeds are to be applied toward restoration,Lender shall hold such funds in a segregated interest bearing bank account at the Bank withinterest for the benefit of Borrower, which shall be an Eligible Account, and shall disburse samein accordance with the provisions of Section 3.04 hereof. Unless Lender elects, or is requiredpursuant to Section 6.01 hereof to make all of the Condemnation Proceeds available to Borrowerfor restoration, Lender and Borrower shall cause all such Condemnation Proceeds to be paid tothe Central Account, whereupon Lender shall, after deducting Lender's reasonable costs ofrecovering and paying out such Condemnation Proceeds, including without limitation,reasonable attorneys' fees, apply same to reduce the Condemnation Parcel Allocated Debt inaccordance with the terms of this Agreement and the Note, without any prepayment fee or chargeof any kind; provided, however, that any Condemnation Proceeds received in connection with atemporary Taking shall be maintained in the Central Account, to be applied by Lender in thesame manner as Rent received with respect to the operation of the Property; provided, further,however, that in the event that the Condemnation Proceeds of any such temporary Taking arepaid in a lump sum in advance, Lender shall hold such Condemnation Proceeds in a segregatedinterest-bearing bank account with interest for the benefit of Borrower, which shall be anEligible Account, shall estimate, in Lender's reasonable discretion, the number of months thatthe Property shall be affected by such temporary Taking, shall divide the aggregateCondemnation Proceeds in connection with such temporary Taking by such number of months,and shall disburse from such bank account into the Central Account each month during thependency of such temporary Taking such monthly installment of said Condemnation Proceeds.In the event that Condemnation Proceeds are to be applied toward restoration, Lender shall holdsuch funds in a segregated interest bearing bank account at the Bank with interest for the benefitof Borrower, which shall be an Eligible Account, and shall disburse same in accordance with theprovisions of Section 3.04 hereof. If any Loss Proceeds are received by Borrower, such LossProceeds shall be received in trust for Lender, shall be segregated from other funds of Borrower,and shall be forthwith paid into the Central Account, or paid to Lender to hold in a segregatedinterest bearing bank account at the Bank, in each case to be applied or disbursed in accordancewith the foregoing. Any Loss Proceeds made available to Borrower for restoration in accordanceherewith, to the extent not used by Borrower in connection with, or to the extent they exceed thecost of, such restoration, shall be deposited into the Central Account, whereupon Lender shallapply the same to reduce the Debt in accordance with the terms of the Note without anyprepayment fee or charge of any kind.

Section 5.14 Permitted Distributions. On any Payment Date from and after thedate that is sixty (60) months after the first Payment Date and provided no Event of Defaultexists, each Borrower shall be entitled to make distributions to its direct and indirect partners,members, shareholders or owners if and to the extent that such distributions are necessary, asreasonably determined by Borrower, in order to prevent any direct or indirect owners of aBorrower from violating the so called "fractions rule" under Section 514(c)(9) of the Code andthe Treasury Regulations thereunder, provided that all such distributions under this Section 5.14

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shall not exceed $16,700,000 in the aggregate. In no event shall a Borrower be able to obtaindisbursements from any of the Sub-Accounts to make any such distribution, provided, however,from and after the date that is sixty (60) months after the first Payment Date, a Borrower shall bepermitted to obtain disbursements from the Central Account of amounts necessary to make anysuch "fractions rule" distribution provided that Lender determines there are sufficient amountsthen on deposit in the Central Account for the payment of amounts required under Section5.05(a)(i) and (iii) and the aggregate amount of Mezzanine Debt Service for the related PaymentDate (plus, if applicable, interest at the Mezzanine Default Rate and all other amounts then dueto the Mezzanine Lenders under the Mezzanine Loan Documents) (the "Fractions RuleDisbursement"). Upon Lender's receipt of a written request from Borrower for a Fractions RuleDisbursement on a Payment Date and provided no Event of Default exists, Lender shall disburseamounts on deposit in the Central Account in the following order: (a) for the payment of theapplicable Basic Carrying Costs Monthly Installment into the Basic Carrying Costs Sub-Account, (b) for the payment of Required Debt Service Payment (plus, if applicable, interest atthe Default Rate and all other amounts, other than those described under the other clauses of thisSection 5.05(a), then due to the Lender under the Loan Documents), (c) for the payment ofMezzanine Debt Service (plus, if applicable, interest at the Mezzanine Default Rate and all otheramounts then due to the Mezzanine Lenders under the Mezzanine Loan Documents), (d) theFractions Rule Disbursement and (e) for the payment of all other amounts not yet paid in theorder and amounts as set forth in Section 5.05Ca)hereof.

ARTICLE VI

CONDEMNATION

Section 6.01 Condemnation. (a) Borrower shall notify Lender promptly of thecommencement of, or following the date Borrower becomes aware of, the threat of any Takingof the Property or any portion thereof.

Borrower shall not make any compromise or settlement in connection with -anyproceedings related to a Taking without the prior written consent of Lender, which shall not beunreasonably withheld or delayed and Lender shall have the right, at Borrower's sole cost andexpense, to participate in any negotiations, compromise and/or settlement with respect to suchTaking; provided, however, that, except during the continuance of an Event of Default, Lender'sconsent shall not be required with respect to the adjustment, compromising or settlement of anyaward or proceeds of any Taking that are reasonably anticipated to be in an amount less than fourpercent (4%) of the Aggregate Loan Amount. Borrower shall execute and deliver to Lender anyand all instruments reasonably required in connection with any such proceeding promptly afterrequest therefor by Lender. All Condemnation Proceeds are hereby assigned to and shall be paidto Lender to be applied in accordance with the terms hereof. Borrower hereby authorizes Lenderto compromise, settle, collect and receive Condemnation Proceeds during the continuance of anEvent of Default, and to give proper receipts and acquittance therefor. Subject to the provisionsof Article VI hereof, Lender may apply such Condemnation Proceeds (less any reasonable out-of-pocket cost to Lender of recovering and paying out such proceeds, including, withoutlimitation, reasonable attorneys' fees and disbursements and costs allocable to inspecting anyrepair, restoration or rebuilding work and the plans and specifications therefor) toward the

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payment of the Condemnation Parcel Allocated Debt or to allow such proceeds to be used for theWork. In the event Lender elects or is required to make Condemnation Proceeds available to beused toward the restoration or rebuilding of the Property to a usable whole, such CondemnationProceeds shall be disbursed in the manner and subject to the conditions set forth in Section3.04(b) hereof. Any excess proceeds remaining after completion of such restoration orrebuilding shall be applied to the repayment of the Debt. If the Condemnation Proceeds are usedto reduce the Debt, they shall be applied in accordance with the provisions of Section 15.02hereof and the Note with no prepayment fee or charge of any kind. Borrower shall promptlyexecute and deliver all instruments reasonably requested by Lender for the purpose ofconfirming the assignment of the Condemnation Proceeds to Lender.

(b) In the case of a Substantial Taking, Condemnation Proceeds may inLender's sole discretion be applied in reduction of the Condemnation Parcel Allocated Debt, butwithout any prepayment fee or charge of any kind. As used herein, the term "Substantial Taking"shall mean (i) an Event of Default shall have occurred and be continuing, (ii) a Taking of suchportion of the Property that would, in Lender's reasonable discretion, leave remaining a balanceof the Property or an individual building which would not under then current economicconditions, applicable Development Laws and other applicable Legal Requirements, permit therestoration of the Property so as to constitute a facility of a similar type as existed prior to theTaking, having adequate ingress and egress to the Property, capable of producing a projected NetOperating Income yielding a projected Debt Service Coverage therefrom for the next year of notless than the Required Debt Service Coverage, (iii) a Taking that causes damage to the Propertythat cannot be reasonably repaired by no later than three (3) months prior to the Maturity Dateand within the period of coverage under Borrower's rent or business interruption insurance, or(iv) a Taking of fifteen percent (15%) or more of any individual building or fifteen percent(15%) or more of the land and Improvements of any Individual Property; or (iv) Lender shall nothave received evidence reasonably satisfactory to it that during the period of the restoration, theRents (together with proceeds of rent loss and business interruption insurance and any otherinsurance proceeds not being applied to reconstruction) will be at least equal to the sum of theoperating expenses, Debt Service and the Mezzanine Debt Service, as reasonably determined byLender.

(c) In the event of a Taking which is less than a Substantial Taking, Borrowerat its sole cost and expense (whether or not the award shall have been received or shall besufficient for restoration) shall proceed diligently to restore, or cause the restoration of, theremaining Improvements not so taken, to maintain a complete, rentable, self-contained fullyoperational facility of the same sort as existed prior to the Taking in as good a condition as isreasonably possible. In the event of such a Taking, Lender shall receive the CondemnationProceeds and shall pay over the same:

(i) first, provided no Event of Default shall have occurred and be continuing,to Borrower to the extent of any portion of the award as may be necessary to pay thereasonable cost of restoration of the Improvements remaining, and

(ii) second, to Lender, in reduction of the Debt (in accordance with Section15.02 hereof) without any prepayment premium or charge of any kind, and

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(iii) third, to any Mezzanine Lender, in reduction of the principal balance ofthe Mezzanine Loans to the extent required by the applicable Mezzanine LoanDocuments.

If one or more Takings, prior to the substantial completion of the restoration inconnection with any of such Takings, in the aggregate create a Substantial Taking, then, in suchevent, the sections of this Article VI above applicable to Substantial Takings shall apply.

(d) In the event Lender is obligated to or elects to make CondemnationProceeds available for the restoration or rebuilding of the Property, such proceeds shall bedisbursed in the manner and subject to the conditions set forth in Section 3.04(b) hereof. If, inaccordance with this Article VI, any Condemnation Proceeds are used to prepay theCondemnation Parcel Allocated Debt, they shall be applied in accordance with the provisions ofthe Note and Section 15.02 hereof and, with no prepayment fee or charge of any kind.Notwithstanding the foregoing right of Lender to use Condemnation Proceeds to repay theCasualty Parcel Allocated Debt, provided no Event of Default exists, upon written request ofBorrower not more than ten (to) Business Days after receipt of written notice from Lender ofLender's determination to apply the Condemnation Proceeds to such repayment, Lender shallhold such Condemnation Proceeds in an Eligible Account as additional collateral for the Loan,provided, however, in no event shall such amounts be disbursed to Borrower at any time exceptat such time the Debt is paid in full. Borrower shall deliver such documents reasonably requestedby Lender to evidence Lender's security interest in such Condemnation Proceeds and the accountin which they are held. Application of all or any part of the Condemnation Proceeds to theCondemnation Parcel Allocated Debt shall be made in accordance with the provisions ofSections 3.06 and 3.07 hereof. No application of the Condemnation Proceeds to the reduction ofthe Condemnation Proceeds Allocated Debt shall have the effect of releasing the lien of theMortgage or this Loan Agreement until the remainder of the Debt has been paid in full except asotherwise provided in Section 19.03 hereof. In the case of any Taking, Lender, to the extent thatLender has not been reimbursed by Borrower, shall be entitled, as a first priority out of anyCondemnation Proceeds, to reimbursement for all reasonable out-of-pocket cost , fees andexpenses reasonably incurred in the determination and collection of any Condemnatio Proceeds.All Condemnation Proceeds deposited with Lender pursuant to this Section, until e pended orapplied as provided herein, shall be held in accordance with Section 3.04(b) here f and shallconstitute additional security for the payment of the Debt and the payment and perf rmance ofBorrower's obligations, but Lender shall not be deemed a trustee or other fiduciary ith respectto its receipt of such Condemnation Proceeds or any part thereof. All awards so de osited withLender shall be held by Lender in an interest-bearing Eligible Account for the benefit ofBorrower, but Lender makes no representation or warranty as to the rate or amount 0 interest, ifany, which may accrue on any such deposit and shall have no liability in connectio therewith.For purposes hereof, any reference to the award shall be deemed to include interest, if any, whichhas accrued thereon.

ARTICLE VII

LEASES AND RENTS

Section 7.01 Assignment. (a) Each Borrower does hereby bargain, sell, assign

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and set over unto Lender, all of such Borrower's interest in the Leases and Rents. Theassignment of Leases and Rents in this Section 7.01 is an absolute, unconditional and presentassignment from each Borrower to Lender and not an assignment for security and the existenceor exercise of Borrower's revocable license to collect Rent shall not operate to subordinate thisassignment to any subsequent assignment. The exercise by Lender of any of its rights orremedies pursuant to this Section 7.01 shall not be deemed to make Lender a mortgagee-in-possession. In addition to the provisions of this Article VII, Borrower shall comply with allterms, provisions and conditions of the Assignment.

(b) So long as there shall exist and be continuing no Event of Default, eachBorrower shall have a revocable license to take all actions with respect to all Leases and Rents,present and future, including the right to collect and use the Rents, subject to the terms of thisLoan Agreement, the Mortgage and the Assignment.

(c) In a separate instrument each Borrower shall, as requested from time totime by Lender, assign to Lender or its nominee by specific or general assignment, any and allLeases, such assignments to be in form and content reasonably acceptable to Lender, but subjectto the provisions of Section 7.01(b) hereof. Borrower agrees to deliver to Lender, within twenty(20) days after Lender's request, a true and complete copy of every Lease (and any amendmentsthereof entered into with respect to any Lease, all of which shall be in accordance with the termsof this Loan Agreement) not previously delivered to Lender.

(d) The rights of Lender contained in this Article VIT, the Assignment or anyother assignment of any Lease shall not result in any obligation or liability of Lender to eitherBorrower or any lessee under a Lease or any party claiming through any such lessee.

(e) If an Event of Default has occurred and is continuing, the license grantedhereinabove may be revoked by Lender, and Lender or a receiver appointed in accordance withthis Loan Agreement and the Mortgage may enter upon the Property, and collect, retain andapply the Rents toward payment of the Debt in such priority and proportions as Lender in its solediscretion shall deem proper.

(f) In addition to the rights which Lender may have herein, during thecontinuance of any Event of Default, Lender, at its option, may require Borrower to pay monthlyin advance to Lender, or any receiver appointed to collect the Rents, the fair and reasonablerental value for the use and occupation of such part of the Property as may be used and occupiedby Borrower and may require Borrower to vacate and surrender possession of the Property toLender or to such receiver and, in default thereof, Borrower may be evicted by summaryproceedings or otherwise.

Section 7.02 Management of Property. (a) Borrower shall manage the Propertyor cause the Property to be managed in a manner which is consistent with the Approved ManagerStandard. All Space Leases, except to the extent otherwise required by Rent Stabilization Laws(i) shall provide for rental rates comparable to then existing local market rates and terms andconditions which constitute good and prudent business practice and are consistent withprevailing market terms and conditions, (ii) shall be on a per unit basis, and (iii) shall each bearm's length transactions. All Space Leases for residential apartments which are subject to Rent

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Stabilization Laws shall be in a form that complies with the applicable Rent Stabilization Lawsand all commercial Leases and all other residential Leases shall be on a form of Lease satisfyingthe criteria of this Section 7.02. Upon request of Lender, Borrower shall deliver or makeavailable by data website copies of all Space Leases, amendments, modifications and renewalsthereof to Lender. Borrower may enter into new Space Leases with unrelated third partieswithout obtaining the prior consent of Lender provided that the Space Leases or renewals (otherthan extensions set forth in any existing commercial Space Lease) of existing Space Leasesconform with the requirements of this Section 7.02 and such lease complies with any applicableRent Stabilization Laws (to the extent such Rent Stabilization Laws are applicable to the portionof the Property leased thereunder). Notwithstanding the foregoing, in no event shall Borrowerenter into Space Leases with a Person and/or its Affiliates for multiple rental units, entire floorswithin a building, or an entire building or buildings, or any other grouping of space or units atany individual building or Individual Property without the prior written consent of Lender unlesseach rental unit being leased pursuant to any such transaction is being leased at the market ratefor each such individual unit.

(b) Borrower (i) shall observe and perform all of its material obligations underthe Leases pursuant to applicable Legal Requirements and shall not do or permit to be doneanything to impair the value of the Leases as security for the Debt; (ii) shall promptly sendcopies to Lender of all notices of default which Borrower shall receive under the commercialSpace Leases and any other notices under Space Leases which when taken together with othernotices could be reasonably expected to result in action that would have a Material AdverseEffect; (iii) shall, consistent with the Approved Manager Standard, enforce all of the terms,covenants and conditions contained in the Leases to be observed or performed; (iv) shall notcollect any of the Rents under the Leases more than one (1) month in advance (except thatBorrower may collect in advance such security deposits as are permitted pursuant to applicableLegal Requirements and are commercially reasonable in the prevailing market); (v) shall notexecute any other assignment of lessor's interest in the Leases or the Rents except as otherwiseexpressly permitted pursuant to this Loan Agreement; (vi) shall not cancel or terminate any ofthe Leases or accept a surrender thereof except by reason of a tenant default thereunder orotherwise in any manner materially inconsistent with the Approved Manager Standard; (vii) shallnot convey, transfer or suffer or permit a conveyance or transfer of all or any part of the Premisesor the Improvements or of any interest therein so as to effect a merger of the estates and rights of,or a termination or diminution of the obligations of, lessees thereunder; (viii) shall, in accordancewith the Approved Manager Standard, make all reasonable efforts to seek lessees for space as itbecomes vacant and enter into Leases in accordance with the terms hereof except in accordancewith Borrower's business plan; and (ix) shall, without limitation to any other provision hereof,execute and deliver at the request of Lender all such further assurances, confirmations andassignments in connection with the Property as are required herein and as Lender shall from timeto time reasonably require.

(c) All security deposits of lessees, whether held in cash or any other form,shall be treated by Borrower as trust funds, shall not be commingled with any other funds ofBorrower and, if cash, shall be deposited by Borrower in the Security Deposit Account. Anybond or other instrument which Borrower is permitted to hold in lieu of cash security depositsunder applicable Legal Requirements and all bonds or instruments held in lieu of cash securitydeposits, if issued after the Closing Date shall be maintained in full force and effect unless

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replaced by cash deposits as hereinabove described, shall be issued by a Person reasonablysatisfactory to Lender, shall, if permitted pursuant to Legal Requirements, at Lender's option,name Lender as payee or mortgagee thereunder or be fully assignable to Lender and shall, in allrespects, comply with applicable Legal Requirements and otherwise be reasonably satisfactory toLender. Borrower shall, upon request, provide Lender with evidence reasonably satisfactory toLender of Borrower's compliance with the foregoing. Following the occurrence and during thecontinuance of any Event of Default, Borrower shall, upon Lender's written request, if permittedby applicable Legal Requirements, turn over the security deposits (and any interest thereon) toLender to be held by Lender in accordance with the terms of the Leases and all LegalRequirements.

(d) Intentionally Omitted.

(e) Borrower covenants and agrees with Lender that (i) the Property will bemanaged at all times by Manager pursuant to the management agreement reasonably approvedby Lender (the "Management Agreement"), (ii) if the Manager is not Tishman Speyer Properties,L.P., Blackrock Financial Management, Rose Associates or an Affiliate of any of them (each, an"Approved Manager Party"), after Borrower has knowledge of a fifty percent (50%) or morechange in control of the ownership of Manager, Borrower will promptly give Lender noticethereof (a "Manager Control Notice") and (iii) if the Manager is not an Approved Manager Party,the Management Agreement may be terminated by Lender at any time for cause (including, butnot limited to, Manager's gross negligence, misappropriation of funds, willful misconduct orfraud) or at any time following (A) the occurrence of an event of default under the ManagementAgreement, or (B) the receipt of a Manager Control Notice, and a substitute managing agentshall be appointed by Borrower, subject to Lender's prior written approval, which approval shallnot be unreasonably withheld, conditioned or delayed provided that any such successor managershall satisfy the Approved Manager Standard and each Rating Agency shall have confirmed thatany rating issued by the Rating Agency in connection with a Securitization will not, as a result ofthe proposed change of Manager, be downgraded from the then current ratings thereof, qualifiedor withdrawn. Notwithstanding anything to the contrary contained in this Section 7.02(e),Lender hereby approves each Approved Manager Party as a manager of the Property and Lenderagrees that if the Property is managed by any of the Approved Manager Party, such managershall be subject to termination by Lender only upon the occurrence and during the continuance ofan Event of Default. Borrower may from time to time appoint a successor manager to managethe Property with Lender's prior written consent which consent shall not be unreasonablywithheld or delayed, provided that any such successor manager shall be a reputable managementcompany which meets the Approved Manager Standard and each Rating Agency shall haveconfirmed in writing that any rating issued by the Rating Agency in connection with aSecuritization will not, as a result of the proposed change of Manager, be downgraded from thethen current ratings thereof, qualified or withdrawn. Borrower further covenants and agrees thatBorrower shall require Manager (or any successor manager) to maintain at all times during theterm of the Loan worker's compensation insurance as required by Governmental Authorities.Provided no Event of Default exists, Borrower shall be permitted to transfer the management ofthe Property to any Approved Manager Party during the term of the Loan without the priorconsent of Lender provided that the management agreement with such Approved Manager Partyshall have economic terms no less favorable to Borrower than those set forth in the managementagreement in effect on the Closing Date (including all economic terms set forth in the letter of

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intent between Borrower and Manager that has been delivered to and approved by Lender priorto the Closing Date). Borrower shall, in connection with the transfer of the management of theProperty in accordance with the provisions of this clause (e), promptly enter into (and cause thenew property manager to enter into) a "Consent and Agreement" in a reasonable and customaryform that provides for the requirements of the foregoing provisions of this clause~, includingwithout limitation, as to the applicable Lender termination rights set forth above, and that nomanagement fees, leasing commissions or other amounts payable to such new property managerunder the applicable management agreement shall be subordinate to the Loan (andif such newmanager is an affiliate of Tishman Speyer Properties L.P., shall include language substantiallysimilar to Section 5.12 of the Guaranty).

(f) Lender shall, upon request of Borrower, enter into a subordination,nondisturbance and attornment agreement ("SNDA") with respect to each proposed commercialtenant entering into a Lease in compliance with the requirements of this Loan Agreement;provided, that such Lease is (i) for at least 20,000 square feet of space of the Premises, and (ii)with a tenant reasonably approved by Lender in writing prior to Borrower's execution of anysuch Lease. Any SNDA executed by Lender shall be in Lender's then standard form subject tosuch reasonable changes as may be reasonably requested by the tenant and agreed to by Lenderand provide that in the event Lender or any purchaser at foreclosure shall succeed to Borrower'sinterest in the Property, the Leases of such tenants will remain in full force and effect and bebinding upon Lender or such purchaser and such tenant as though each were original partiesthereto.

(g) Borrower hereby agrees to pay all Reletting Expenditures, if any, prior todelinquency.

ARTICLE VIII

MAINTENANCE AND REPAIR

Section 8.01 Maintenance and Re air of the Pro ert . Alterations' Re lacementof Eguipment. Borrower hereby covenants and agrees:

(a) Borrower shall not (i) desert or abandon the Property, (ii) change the useof the Property in any manner that could reasonably be expected to have a Materif AdverseEffect or cause or permit the use or occupancy of any part of the Property to be discontinued ifsuch discontinuance or use change would violate any zoning or other law, ordinance orregulation; (Hi) consent to or seek any lowering of the zoning classification, or greater zoningrestriction affecting the Property; or (iv) take any steps that would be, or become, binding onBorrower or would be reasonably likely to have a Material Adverse Effect to convert theProperty, or any portion thereof, to a condominium or cooperative form of ownership, in eachcase without the prior written consent of Lender which may be conditioned upon, arhong otherthings, receipt by Lender of confirmation from each applicable Rating Agency that any ratingissued by the Rating Agency in connection with a Securitization will not, as a result of theproposed change, be downgraded from th~ then cur~en~ratings thereof, qualified or wifh.drawn.

(b) Borrower shall, at Its expense, (1) take good care of the Propert~ including

I-87-U8Active 6718959.12

grounds generally, and utility systems and sidewalks, roads, alleys, and curbs therein, and shallkeep the same in good, safe and insurable condition and in compliance with all applicable LegalRequirements, (ii) promptly make all repairs to the Property, above grade and below grade,interior and exterior, structural and nonstructural, ordinary and extraordinary, unforeseen andforeseen, and maintain the Property in a manner appropriate for the facility and (iii) not commitor suffer to be committed any waste of the Property or do or suffer to be done anything whichwill materially increase the risk of fire or other hazard to the Property or materially impair thevalue thereof. Borrower shall keep the sidewalks, vaults, gutters and curbs comprising, oradjacent to, the Property, clean and free from dirt, snow, ice, rubbish and obstructions. Allrepairs made by Borrower shall be made with first-class materials, in a good and workmanlikemanner, shall be equal or better in quality and class to the original work and shall comply withall applicable Legal Requirements and Insurance Requirements. To the extent any of the aboveobligations are obligations of tenants under Space Leases or other Persons under PropertyAgreements, then Borrower's only obligation hereunder shall be to use its reasonable efforts tocause such tenants or other Persons, as the case may be, to perform their obligations thereunderwithin a reasonable period of time, except and to the extent the failure to perform suchobligations is reasonably likely to have a Material Adverse Effect. As used herein, the terms"repair" and "repairs" shall be deemed to include all necessary replacements.

(c) Borrower shall not demolish, remove, construct, or, except as otherwiseexpressly provided herein, restore, or alter the Property or any portion thereof (except inconnection with tenant improvement work under Space Leases entered into in accordance withthe terms of this Loan Agreement) in any material respect, nor consent to or permit any suchdemolition, removal, construction, restoration, addition or alteration, which in any such eventwould be reasonably expected to materially diminish the value of the Property without Lender'sprior written consent in each instance, which consent shall not be unreasonably withheld,conditioned or delayed.

(d) Borrower represents and warrants to Lender that, to Borrower'sknowledge, (i) there are no fixtures, machinery, apparatus, tools, equipment or articles ofpersonal property attached or appurtenant to, or located on, or used in connection with themanagement, operation or maintenance of the Property, except for the Equipment and equipmentleased by Borrower or, with respect to the management of the Property, owned or leased byManager or Borrower, in connection with the management, operation or maintenance of theProperty in accordance with the Loan Documents; (ii) the Equipment and the leased equipmentconstitute all of the fixtures, machinery, apparatus, tools, equipment and articles of personalproperty necessary to the proper operation and maintenance of the Property; and (iii) all of theEquipment is free and clear of all liens, except for the lien of the Mortgage, this Loan Agreementand the Permitted Encumbrances. All right, title and interest of Borrower in and to allextensions, improvements, betterments, renewals and appurtenances to the Property hereafteracquired by, or released to, Borrower or constructed, assembled or placed by Borrower in theProperty, and all changes and substitutions of the security constituted thereby, shall be and, ineach such case, without any further mortgage, encumbrance, conveyance, assignment or other actby Lender or Borrower, shall become subject to the lien and security interest of this LoanAgreement and the Mortgage as fully and completely, and with the same effect, as though nowowned by Borrower and specifically described in the Mortgage, but at any and all timesBorrower shall execute and deliver to Lender any documents Lender may reasonably deem

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necessary or appropriate for the purpose of specifically subjecting the same to the lien andsecurity interest of this Loan Agreement and the Mortgage.

(e) Notwithstanding the provisions of this Loan Agreement to the contrary,Borrower shall have the right, at any time and from time to time, to remove and dispose ofEquipment which may have become obsolete or unfit for use or which is no longer useful in anymaterial respect in the management, operation or maintenance of the Property. Borrower shallpromptly replace any such Equipment so disposed of or removed with other Equipment of equalvalue and utility, free of any security interest or superior title, liens or claims; except that, if byreason of technological or other developments, replacement of the Equipment so removed ordisposed of is not necessary or desirable for the proper management, operation or maintenance ofthe Property, Borrower shall not be required to replace the same. All such replacements oradditional equipment shall be deemed to constitute "Equipment" and shall be covered by thesecurity interest herein granted.

ARTICLE IX

TRANSFER OR ENCUMBRANCE OF THE PROPERTY

Section 9.01 Other Encumbrances. Except for Permitted Encumbrances, (a)Borrower shall not further encumber or permit the further encumbrance in any manner (whetherby grant of a pledge, security interest or otherwise) of the Property or any part thereof or interesttherein, including, without limitation, of the Rents therefrom and (b) Borrower shall not furtherencumber and shall not permit the further encumbrance in any manner (whether by grant of apledge, security interest or otherwise) of Borrower or any direct or indirect interest in Borrowerexcept as expressly permitted pursuant to this Loan Agreement.

Section 9.02 No Transfer. (a) Borrower acknowledges that Lender hasexamined and relied on the expertise of Borrower and, if applicable, each General Partner, inowning and operating properties such as the Property in agreeing to make the Loan and willcontinue to rely on Borrower's ownership of the Property as a means of maintaining the value ofthe Property as security for repayment of the Debt and Borrower acknowledges that Lender has avalid interest in maintaining the value of the Property. Borrower shall not Transfer, nor permitany Transfer, without the prior written consent of Lender, which consent Lender may withhold inits sole and absolute discretion. Lender shall not be required to demonstrate any actualimpairment of its security or any increased risk of default hereunder in order to declare the Debtimmediately due and payable upon a Transfer without Lender's consent. This provision shallapply to every Transfer regardless of whether voluntary or not, or whether or not Lender hasconsented to any previous Transfer, provided, that, a Transfer in connection with an exercise ofremedies by a Mezzanine Lender shall not be prohibited hereunder, provided such Transfer isdone in accordance with any intercreditor agreement that such Mezzanine Lender and Lender areparty to in connection with the Loan and the Mezzanine Loan.

(b) Notwithstanding anything to the contrary contained in Section 9.02(a) orin any other provision of this Loan Agreement or any of the other Loan Documents, any Transferof any direct or indirect ownership interest in a Borrower to a Person which is not a ProhibitedPerson shall be permitted without Lender's prior written consent, so long as following such

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Transfer, (i) each Borrower continues to be Controlled by or under common Control with one ormore other Persons Controlled by or under common Control with one or more TS ControlPersons or Blackrock Control Persons (unless Lender shall have previously expressly waived inwriting this requirement for either of ST Borrower or PCV Borrower, in which case theforegoing requirement pertains to the Borrower for which a waiver was not granted by Lender)and (ii) TS Control Persons or Blackrock Control Persons or Persons Controlled by or undercommon Control with one or more TS Control Persons or one or more Blackrock ControlPersons directly or indirectly own, in the aggregate, at least five percent (5%) of the direct orindirect interests in each Borrower (unless Lender shall have previously expressly waived inwriting this requirement for either of ST Borrower or PCV Borrower, in which case theforegoing requirement pertains to the Borrower for which a waiver was not granted by Lender).Notwithstanding the foregoing, in no event shall any Transfer of the direct interests in aBorrower or any Mezzanine Borrower be permitted.

(c) Notwithstanding anything contained herein, in the event more than forty-nine percent (49%) of the direct or indirect legal or beneficial interest in a Borrower is obtainedby a Person which together with its Affiliates, as of the Closing Date, did not own, directly orindirectly, forty-nine percent (49%) of the direct or indirect legal or beneficial interest in aBorrower, Lender shall have received a substantive non-consolidation opinion from counselreasonably acceptable to Lender opining with respect to such Person as to the same matters setforth in the Insolvency Opinion.

Section 9.03 Due on Sale. Lender may declare the Debt immediately due andpayable upon any Transfer or upon any further encumbrance in violation of Section 9.01 orSection 9.02, in either case made without Lender's consent, without regard to whether anyimpairment of its security or any increased risk of default hereunder can be demonstrated. Thisprovision shall apply to every Transfer or further encumbrance (in violation of Section 9.01 orSection 9.02) of the Property or any part thereof or interest in the Property or in Borrowerregardless of whether voluntary or not, or whether or not Lender has consented to any previousTransfer or further encumbrance of the Property or interest in Borrower.

Section 9.04 Permitted Transfer. Notwithstanding the foregoing provisions ofthis Loan Agreement, a sale, conveyance or transfer of the Property in its entirety (hereinafter,"Sale") shall be permitted hereunder from time to time provided that each of the following termsand conditions are satisfied:

(a)Loan Documents;

no Event of Default is then continuing hereunder or under any of the other

(b) Lender shall have, in its reasonable discretion, consented to the Sale, and,if the proposed Sale is to occur at any time after a Securitization, each Rating Agency shall havedelivered written confirmation that any rating issued by such Rating Agency in connection withthe Securitization will not, as a result of the proposed Sale, be downgraded from the then currentratings thereof, qualified or withdrawn; provided, however, that no request for consent to theSale will be entertained by Lender if the proposed Sale is to occur within thirty (30) days of anycontemplated Securitization of any portion of the Loan by Lender;

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(c) Borrower gives Lender written notice of the terms of the proposed Salenot less than thirty (30) days before the date on which such Sale is scheduled to close and,concurrently therewith, gives Lender (i) all such information concerning the proposed transfereeof the Property (hereinafter, "Buyer") as Lender would require in evaluating an initial extensionof credit to a borrower and Lender determines, in its reasonable discretion that the Buyer isacceptable to Lender in all respects and (ii) a non-refundable application fee equal to $5,000which sum shall be applied to the assumption fee if a Sale is consummated;

(d) Borrower or Buyer, as the case may be, pays Lender, concurrently withthe closing of such Sale, a non refundable assumption fee in an amount equal to $8,750,000(which shall be paid to the Lender and each of the Mezzanine Lenders pro rata based on theprincipal balance of the Loan and each such Mezzanine Loan) together with all reasonable out ofpocket costs and expenses, including, without limitation, reasonable attorneys' fees, incurred byLender in connection with the Sale;

(e) Buyer assumes all of the obligations under the Loan Documents and, priorto or concurrently with the closing of such Sale, Buyer executes, without any cost or expense toLender, such documents and agreements as Lender shall reasonably require to evidence andeffectuate said assumption and delivers such legal opinions as Lender may reasonably require(provided, that, such legal opinions shall not be required to be of substance materially differentthan those which were delivered in connection with the initial closing of the Loan);

(f) Borrower and Buyer execute, without any cost or expense to Lender, newfinancing statements or financing statement amendments and any additional documentsreasonably requested by Lender;

(g) Borrower or Buyer, as the case may be, delivers to Lender, without anycost or expense to Lender, a title report, hazard insurance policy endorsements or certificates andother similar materials as Lender may reasonably deem necessary at the time of the Sale, all inform and substance satisfactory to Lender, including, without limitation, an endorsement orendorsements to Lender's title insurance policy (or such other assurance reasonably requested byLender) insuring the lien of the Mortgage insuring that fee simple title to the Property is vestedin Buyer;

(h) subject to the provisions of Section 18.32 hereof, such Sale is notconstrued so as to relieve Borrower of any personal liability under the Note or any of the otherLoan Documents for any acts or events occurring or obligations arising prior to orsimultaneously with the closing of such Sale, and Borrower executes, without any cost orexpense to Lender, such documents and agreements as Lender shall reasonably require toevidence and effectuate the ratification of said personal liability;

(i) such Sale is not construed so as to relieve any Guarantor of its obligationsunder any guaranty or indemnity agreement executed in connection with the Loan and each suchGuarantor executes, without any cost or expense to Lender, such documents and agreements asLender shall reasonably require to evidence and effectuate the ratification of each such guarantyagreement. provided that if Buyer or a party associated with Buyer approved by Lender in itssole discretion assumes the obligations of the current Guarantor under its guaranty and Buyer or

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such party associated with Buyer, as applicable, executes, without any cost or expense to Lender,a new guaranty in similar form and substance to the existing guaranty and otherwise satisfactoryto Lender, then Lender shall release the current Guarantor from all obligations arising under itsguaranty after the closing of such Sale;

U) Buyer shall be one (1) Person or, if Buyer consists of more than one (1)Person, each Person comprising the "Buyer" shall be joint and several obligors on the Loan andshall hold title to the Property jointly; and

(k) Buyer is a Single Purpose Entity and Lender receives a non-consolidationopimon relating to Buyer from Buyer's counsel, which opinion is in form and substancereasonably acceptable to Lender.

ARTICLE X

CERTIFICATES

Section 10.01 Estoppel Certificates. (a) After request by Lender, Borrower,within fifteen (15) days and at its expense (but not more often than three (3) times during theterm of the Loan, unless an Event of Default has occurred and is continuing or such estoppel isbeing requested in connection with a Securitization of a portion of the Loan), will furnish Lenderwith a statement, duly acknowledged and certified, setting forth (i) the amount of the originalprincipal amount of the Note, and the unpaid principal amount of the Note, (ii) the rate of interestof the Note, (iii) the date payments of interest and/or principal were last paid, (iv) to Borrower'sknowledge, any offsets or defenses to the payment of the Debt, and if any are alleged, the naturethereof, (v) that the Note, this Loan Agreement and the other Loan Documents have not beenmodified or if modified, giving particulars of such modification and (vi) to Borrower'sknowledge, that there has occurred and is then continuing no Default or if such Default exists,the nature thereof, the period of time it has existed, and the action being taken to remedy suchDefault.

(b) Within fifteen (15) days after written request by Borrower (but not moreoften than three (3) times during the term of the Loan), Lender shall furnish to Borrower awritten statement confirming (i) the amount of the Debt, (ii) the Maturity Date and the date towhich interest has been paid, and (iii) whether or not Lender has sent any notice of Default toBorrower and, whether, to Lender's actual knowledge, any Default or Event of Default exists.

(c) Borrower shall, subject to the terms of the Leases, use all reasonableefforts to obtain estoppel certificates from commercial tenants in form and substance reasonablyacceptable to Lender (which, if specified in the applicable Lease, shall be the form described inthe applicable Lease), but, provided no Event of Default has occurred and is continuing, in noevent shall Borrower be required to deliver estoppel certificates more than twice during any LoanYear.

ARTICLE XI

NOTICES

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Section 11.01 Notices. Any notice, demand, statement, request or consent madehereunder shall be in writing and delivered personally or sent to the party to whom the notice,demand or request is being made by facsimile or by Federal Express or other nationallyrecognized overnight delivery service, as follows and shall be deemed given when deliveredpersonally or by facsimile (provided that any notice given by facsimile shall also be given by oneother method of delivery set forth in this Section 11.01) or one (1) Business Day after beingdeposited with Federal Express or such other nationally recognized delivery service:

If to Lender:

and to:

with a copy to:

and to:

If to Borrower:

and to:

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Wachovia Bank, National AssociationCommercial Real Estate Services8739 Research Drive URP 4NC 1075Charlotte, North Carolina 28262Loan Number: 502857911Attention: Portfolio ManagementFax No.: (704) 715-0036

Merrill Lynch Mortgage Lending, Inc.4 World Financial Center, 16th Floor,New York, New York 10080Attention: Robert J. Spinna, Jr.Facsimile No.: (212) 449-0744

Cadwalader, Wickersham & Taft LLP227 West Trade Street, Suite 2400Charlotte, North Carolina 28202Attn: James P. Carroll, Esq.Fax No.: (704) 348-5200

Cadwalader, Wickersham & Taft LLPOne World Financial CenterNew York, New York 10281Attention: Alan Lawrence, Esq.Facsimile No.: (212) 504-6666

c/o Tishman Speyer Properties, L.P.45 Rockefeller CenterNew York, New York 10111Attn: Chief Financial OfficerFax No.: (212) 895-0300

Blackrock Financial Management40 East 52nd StreetNew York, New York 10022Attention: Robert FriedbergFacsimile No.: (212) 754-8758

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with a copy to: Tishman Speyer Properties. L.P.45 Rockefeller Center, 7tl1 FloorNew York, New York 10111Attn: Chief Legal OfficerFax No.: (212) 895-0300

and to: Fried, Frank, Harris, Shriver & Jacobson LLPOne New York PlazaNew York, New York 10004Attn: Jonathan L. Mechanic, Esq.Fax No.: (212) 859-4000

or such other address as Borrower or Lender shall hereafter specify by not less than ten (10) daysprior written notice as provided herein; provided, however, that notwithstanding any provision ofthis Article to the contrary, such notice of change of address shall be deemed given only uponactual receipt thereof. Rejection or other refusal to accept or the inability to deliver because ofchanged addresses of which no notice was given as herein required shall be deemed to be receiptof the notice, demand, statement, request or consent.

ARTICLE XII

INDEMNIFICATION

Section 12.01 Indemnification Covering Property. In addition, and withoutlimitation, to any other provision of this Loan Agreement or any other Loan Document,Borrower shall protect, indemnify and save harmless Lender and its successors and assigns, andits employees, officers, directors, stockholders, partners and members (collectively, "IndemnifiedParties") for, from and against any claims, demands, penalties, fines, liabilities, settlements,damages, costs and expenses of whatever kind or nature, known or unknown, contingent orotherwise (excluding consequential or punitive damages), whether incurred or imposed within oroutside the judicial process, including, without limitation, reasonable attorneys' fees anddisbursements imposed upon or incurred by or asserted against any of the Indemnified Parties byreason of (a) any claims or demands which may be asserted against Lender solely by virtue of itsownership of this Loan Agreement, the Assignment or the Mortgage or having an interest in theProperty or any part thereof or any interest therein or receipt of any Rents; (b) any accident,injury to or death of any person or loss of or damage to property occurring in, on or about theProperty or any part thereof or on the adjoining sidewalks, curbs, parking areas, streets or ways;(c) any use, nonuse or condition in, on or about, or possession, alteration, repair, operation,maintenance or management of, the Property or any part thereof or on the adjoining sidewalks,curbs, parking areas; streets or ways; (d) any failure on the part of either Borrower to perform orcomply with any of the terms of this Loan Agreement, the Mortgage or the Assignment; (e)performance of any labor or services or the furnishing of any materials or other property inrespect of the Property or any part thereof; (f) any claim by brokers, finders or similar Personsclaiming to be entitled to a commission in connection with any Lease or other transactioninvolving the Property or any part thereof; (g) any Imposition including, without limitation, anyImposition attributable to the execution, delivery, filing, or recording of any Loan Document,Lease or memorandum thereof; (h) any lien or claim arising on or against the Property or any

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part thereof under any Legal Requirement or any liability asserted against any of the IndemnifiedParties with respect thereto; (i) any claim arising out of or in any way relating to any tax or otherimposition on the making and/or recording of the Mortgage, this Loan Agreement, the Note orany of the other Loan Documents; G) a Default under Sections 2.02(f), 2.02(g), 2.02(k), 2.02(0or 2.02(w) hereof, (k) the failure of any Person to file timely with the Internal Revenue Servicean accurate Form 1099-B, Statement for Recipients of Proceeds from Real Estate, Broker andBarter Exchange Transactions, which may be required in connection with the Loan, or to supplya copy thereof in a timely fashion to the recipient of the proceeds of the Loan; (1) the claims ofany lessee or any Person acting through or under any lessee or otherwise arising under or as aconsequence of any Lease or (m) the failure to pay any insurance premiums except to the extentfunds sufficient to pay such insurance premiums have been deposited with or were remitted by oron behalf of Borrower to Lender pursuant to the Loan Documents. Notwithstanding theforegoing provisions of this Section 12.01 to the contrary, Borrower shall have no obligation toindemnify any of the Indemnified Parties pursuant to this Section 12.01 for liabilities,obligations, claims, damages, penalties, causes of action, costs and expenses relative to theforegoing to the extent resulting from any Indemnified Party's, and its successors' or assigns',willful misconduct or gross negligence. Any amounts payable to Lender by reason of theapplication of this Section 12.01 shall constitute a part of the Debt secured by this LoanAgreement and the other Loan Documents and shall become immediately due and payable andshall bear interest at the Default Rate from the date the liability, obligation, claim, cost orexpense is sustained by Lender, as applicable, until paid. The provisions of this Section 12.01shall survive the termination of this Loan Agreement whether by repayment of the Debt,foreclosure of the Mortgage or delivery of a deed in lieu thereof, assignment or otherwise. Incase any action, suit or proceeding is brought against any of the Indemnified Parties by reason ofany occurrence of the type set forth in (a) through (m) above, Borrower shall, at Borrower'sexpense, defend such action, suit or proceeding or will cause the same to be defended by counselat Borrower's expense for the insurer of the liability or by counsel designated by Borrower(unless such counsel designated by Borrower is reasonably disapproved by Lender in writingpromptly after Lender has been notified of such counsel); provided, however, that nothing hereinshall compromise the right of Lender (or any other Indemnified Party) to appoint its own counselat Borrower's expense for its defense with respect to any action which, in the reasonable opinionof Lender or such other Indemnified Party, as applicable, based on the advice of independentcounsel presents a conflict or potential conflict of interest between Lender or such otherIndemnified Party that would make such separate representation advisable. Any IndemnifiedParty will give Borrower prompt notice after such Indemnified Party obtains actual knowledge ofany potential claim against such Indemnified Party for which such Indemnified Party may beentitled to indemnification hereunder. The Indemnified Parties shall not settle or compromiseany action, proceeding or claim as to which it is indemnified hereunder without notice toBorrower. Notwithstanding the foregoing, so long as no Event of Default has occurred and iscontinuing and Borrower is defending such action, suit or proceeding as provided above in aprudent and commercially reasonable manner, Lender and the Indemnified Parties shall not beentitled to settle such action, suit or proceeding, and claim the benefit of this Section 12.01 withrespect to such action, suit or proceeding and Lender agrees that it will not settle any such action,suit or proceeding without the consent of Borrower not to be unreasonably withheld, delayed orconditioned; provided, however, that if Borrower is not diligently defending such action, suit orproceeding in a prudent and commercially reasonable manner as provided above, and Lender has

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provided Borrower with thirty (30) days' prior written notice, or shorter period if mandated bythe requirements of the applicable law, and opportunity to correct such determination, Lendermay settle such action, suit or proceeding and claim the benefit of this Section 12.01 with respectto settlement of such action, suit or proceeding.

ARTICLE XIII

DEFAULTS

Section 13.01 Events of Default. The Debt shall become immediately due at theoption of Lender upon anyone or more of the following events ("Event of Default"):

(a) if the final payment due under the Note shall not be paid on the MaturityDate;

(b) if any monthly payment of interest and/or principal due under the Note(other than the sums described in (a) above) shall not be fully paid on the date uponrthesame is due and payable thereunder;

(c) if payment of any sum (other than the sums described in (a) abo-yeor (b)above) required to be paid pursuant to the Note, this Loan Agreement or any other LoanDocument shall not be paid within five (5) days after Lender delivers written notice to Borrowerthat same is due and payable thereunder or hereunder;

(d) if either Borrower, Guarantor or, if either Borrower or Guarantor is apartnership, any general partner of a Borrower or Guarantor, or, if either Borrower or Guarantoris a limited liability company, any member of a Borrower or Guarantor, shall institute or cause tobe instituted any proceeding for the termination or dissolution of a Borrower, Guarantor or anysuch general partner or member;

(e) if (i) Borrower fails to deliver to Lender the original insurance policies orcertificates or binders as herein provided (provided, however, that if the insurance policiesrequired by this Loan Agreement are maintained in full force and effect and Lender receiveseither a certificate or binders or original policies required by this Loan Agreement for each suchinsurance policy within the time periods specified in this Loan Agreement, then Borrower shallhave ten (10) days after notice from Lender of Borrower's failure to deliver the original policiesor certificates or binders (whichever has not been delivered as required) to deliver same toLender before such failure becomes an Event of Default) and proof of payment of all insurancepremiums or (ii) if the insurance policies required hereunder are not kept in full force and effectas herein provided (it being agreed by Borrower and Lender that no notice or cure period appliesto this item (iij);

(f) if either Borrower or Guarantor attempts to assign its rights under thisLoan Agreement or any other Loan Document or any interest herein or therein, or if any Transferoccurs, in each case other than in accordance with the provisions hereof;

(g) if any representation or warranty of Borrower made herein or in any other

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Loan Document or in any certificate, report, financial statement or other instrument or agreementfurnished to Lender shall prove false or misleading and has a Material Adverse Effect as of thedate Lender becomes aware of such misrepresentation;

(h) if either Borrower, Guarantor or any general partner of either Borrower orGuarantor shall make an assignment for the benefit of creditors or shall admit in writing itsinability to pay its debts generally as they become due;

(i) if a receiver, liquidator or trustee of either Borrower, Guarantor or anygeneral partner of either Borrower or Guarantor shall be appointed or if either Borrower,Guarantor or their respective general partners shall be adjudicated a bankrupt or insolvent, or ifany petition for bankruptcy, reorganization or arrangement pursuant to federal bankruptcy law,or any similar federal or state law, shall be filed by or against, consented to, or acquiesced in, byeither Borrower, Guarantor or their respective general partners or if any proceeding for thedissolution or liquidation of either Borrower or its general partners shall be instituted; however,if such appointment, adjudication, petition or proceeding was involuntary and not consented toby either Borrower, Guarantor or their respective general partners upon the same not beingdischarged, stayed or dismissed within sixty (60) days or if either Borrower, Guarantor or theirrespective general partners shall generally not be paying its debts as they become due;

U) if Borrower shall be in default beyond any notice or grace period, if any,under any other mortgage or deed of trust or security agreement covering any part of theProperty without regard to its priority relative to this Loan Agreement or the Mortgage;provided, however, this provision shall not be deemed a waiver of the provisions of Article IX.prohibiting further encumbrances affecting the Property or any other provision of this LoanAgreement;

(k) if the Property becomes subject (i) to any lien which is superior to the lienof this Loan Agreement or the Mortgage, other than a lien for Real Estate Taxes not due andpayable or any Permitted Encumbrance, or (ii) to any mechanic's, materialman's or other lienwhich is superior to the lien of this Loan Agreement or the Mortgage, and any such lien underclause (i) or (ii) shall remain undischarged (by payment, bonding, or otherwise) for thirty (30)days (or sixty (60) days if permitted pursuant to Section 4.02 hereof) after notice of such lienunless contested in accordance with the terms hereof;

(1) Intentionally Omitted.

(m) except as permitted in this Loan Agreement, any material alteration,demolition or removal of any of the Improvements without the prior consent of Lender to theextent such consent is required hereunder and such material alteration, demolition or removal hasa Material Adverse Effect;

(n) if a Borrower consummates a transaction which would cause this LoanAgreement or Lender's rights under this Loan Agreement, the Note or any other Loan Documentto constitute a non-exempt prohibited transaction under ERISA or result in a violation of a statestatute regulating government plans subjecting Lender to liability for a violation of ERISA or astate statute; or

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(0) if a default shall occur under any of the other terms, covenants orconditions of the Note, this Loan Agreement or any other Loan Document, other than as set forthin (a) through (n) above, for thirty (30) days after notice from Lender in the case of any otherdefault or an additional one hundred twenty (120) days if Borrower is diligently andcontinuously effectuating a cure of a curable non-monetary default, other than as set forth in (a)through (n) above.

Section 13.02 Remedies. (a) Upon the occurrence and during the continuance ofany Event of Default, Lender may, in addition to any other rights or remedies available to ithereunder or under any other Loan Document, at law or in equity, take such lawful action,without notice or demand, as it reasonably deems advisable to protect and enforce its rightsagainst Borrower and in and to the Property including, but not limited to, the following actions,each of which (subject to applicable law) may be pursued singly, concurrently or otherwise, atsuch time and in such order as Lender may determine, in its sole discretion, without impairing orotherwise affecting any other rights and remedies of Lender hereunder, at law or in equity: (i)declare all or any portion of the unpaid Debt to be immediately due and payable; provided,however, that upon the occurrence of any of the events specified in Section 13.0l(i), the entireDebt will be immediately due and payable without notice or demand or any other declaration ofthe amounts due and payable; or (ii) bring an action to foreclose this Loan Agreement or theMortgage and without applying for a receiver for the Rents, but subject to the rights of thetenants under the Leases, enter into or upon the Property or any part thereof, either personally orby its agents, nominees or attorneys, and dispossess Borrower and its agents and servantstherefrom, and thereupon Lender may (A) use, operate, manage, control, insure, maintain, repair,restore and otherwise deal with all and every part of the Property and conduct the businessthereat, (B) make alterations, additions, renewals, replacements and improvements to or on theProperty or any part thereof, (C) exercise all rights and powers of Borrower with respect to theProperty or any part thereof, whether in the name of Borrower or otherwise, including, withoutlimitation, the right to make, cancel, enforce or modify Leases, obtain and evict tenants, anddemand, sue for, collect and receive all earnings, revenues, rents, issues, profits and other incomeof the Property and every part thereof, and (D) apply the receipts from the Property or any partthereof to the payment of the Debt, after deducting therefrom all expenses (including, withoutlimitation, reasonable out-of-pocket attorneys' fees and disbursements) reasonably incurred inconnection with the aforesaid operations and all amounts necessary to pay the Impositions,insurance and other charges in connection with the Property or any part thereof, as well as justand reasonable compensation for the services of Lender's third party agents; or (iii) have anappraisal or other valuation of the Property or any part thereof performed by an Appraiser (andBorrower covenants and agrees it shall cooperate in causing any such valuation or appraisal to beperformed) and any cost or expense incurred by Lender in connection therewith shall constitute aportion of the Debt and be secured by this Loan Agreement or the Mortgage and shall beimmediately due and payable to Lender with interest, at the Default Rate from the date Borrowerreceives notice that such cost or expense has been paid by Lender, until the date of receipt byLender; or (iv) sell the Property or institute, proceedings for the complete foreclosure of thisLoan Agreement or the Mortgage, or take such other action as may be allowed pursuant to LegalRequirements, at law or in equity, for the enforcement of this Loan Agreement or the Mortgagein which case the Property or any part thereof may be sold for cash or credit in one or moreparcels; or (v) with or without entry, and to the extent permitted and pursuant to the proceduresprovided by applicable Legal Requirements, institute proceedings for the partial foreclosure of

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this Loan Agreement or the Mortgage, or take such other action as may be allowed pursuant toLegal Requirements, at law or in equity, for the enforcement of this Loan Agreement and theMortgage for the portion of the Debt then due and payable, subject to the lien of the Mortgage.continuing unimpaired and without loss of priority so as to secure the balance of the Debt notthen due; or (vi) sell the Property or any part thereof and any or all estate, claim, demand, right,title and interest of Borrower therein and rights of redemption thereof, pursuant to power of saleor otherwise, at one or more sales, in whole or in parcels, in any order or manner, at such timeand place, upon such terms and after such notice thereof as may be required or permitted by law,at the discretion of Lender, and in the event of a sale, by foreclosure or otherwise, of less than allof the Property, this Loan Agreement and the Mortgage shall continue as a lien on the remainingportion of the Property; or (vii) institute an action, suit or proceeding in equity for the specificperformance of any covenant, condition or agreement contained in the Loan Documents, or anyof them; or (viii) recover judgment on the Note or any guaranty either before, during or after (orin lieu of) any proceedings for the enforcement of this Loan Agreement or the Mortgage; or (ix)apply, ex parte, for the appointment of a custodian, trustee, receiver, keeper, liquidator orconservator of the Property or any part thereof, irrespective of the adequacy of the security forthe Debt and without regard to the solvency of Borrower or of any Person liable for the paymentof the Debt, to which appointment Borrower does hereby consent and such receiver or otherofficial shall have all rights and powers permitted by applicable law and such other rights andpowers as the court making such appointment may confer, but the appointment of such receiveror other official shall not impair or in any manner prejudice the rights of Lender to receive theRent with respect to any of the Property pursuant to this Loan Agreement, the Mortgage or theAssignment; or (x) require, at Lender's option, Borrower to pay monthly in advance to Lender,or any receiver appointed to collect the Rents, the fair and reasonable rental value for the use andoccupation of any portion of the Property occupied by Borrower and may require Borrower tovacate and surrender possession to Lender of the Property or to such receiver and Borrower maybe evicted by summary proceedings or otherwise; or (xi) without notice to Borrower (A) applyall or any portion of the cash collateral in any Sub-Account, including any interest and/orearnings therein, to carry out the obligations of Borrower under this Loan Agreement and theother Loan Documents, to protect and preserve the Property and for any other purpose permittedunder this Loan Agreement and the other Loan Documents and/or (B) have all or any portion ofsuch cash collateral immediately paid to Lender to be applied against the Debt in the order andpriority set forth in the Note; or (xii) pursue any or all such other rights or remedies as Lendermay have under applicable law or in equity; provided, however, that the provisions of thisSection 13.02(a) shall not be construed to extend or modify any of the notice requirements orgrace periods provided for hereunder or under any of the other Loan Documents. Borrowerhereby waives, to the fullest extent permitted by Legal Requirements, any defense Borrowermight otherwise raise or have by the failure to make any tenants parties defendant to aforeclosure proceeding and to foreclose their rights in any proceeding instituted by Lender.Additionally, if any of the materials required to be delivered to Lender pursuant to Section 18.30of this Loan Agreement are not furnished to Lender within the applicable time periods set forththerein, are not prepared in accordance with generally accepted accounting principles or Lenderreasonably determines that such materials are not in the form required to be in compliance withapplicable Legal Requirements and Lender has notified Borrower thereof, in addition to anyother rights and remedies of Lender contained herein and provided Lender has given Borrower atleast ten (10) days notice of such failure and opportunity to cure, Lender shall have the right, but

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not the obligation, to obtain the same by means of an audit by an independent certified publicaccountant selected by Lender, in which event Borrower agrees to pay, or to reimburse Lenderfor, any expense of such audit and further agrees to provide all necessary information to saidaccountant and to otherwise cooperate in the making of such audit.

(b) Any time after an Event of Default, Lender shall have the power to sell theProperty or any part thereof at public auction, in such manner, at such time and place, upon suchterms and conditions, and upon such public notice as Lender may deem best for the interest ofLender, or as may be required or permitted by applicable law, consisting of advertisement in anewspaper of general circulation in the jurisdiction and for such period as applicable law mayrequire and at such other times and by.such other methods, if any, as may be required by law toconvey the Property in fee simple by Lender's deed with special warranty of title to and at thecost of the purchaser, who shall not be liable to see to the application of the purchase money.Any amounts recovered from the Property, the Borrower or any other collateral for the Loanafter, and during the continuance of, an Event of Default may be applied by Lender toward thepayment of any interest and/or principal of the Loan and/or any other amounts due under theLoan Documents in such order, priority and proportions as Lender in its sale discretion shalldetermine.

Lender and any receiver or custodian of the Property or any part thereof shall beliable to account for only those rents, issues, proceeds and profits actually received by it.

(c) Lender may adjourn from time to time any sale by it to be made under orby virtue of the Mortgage or this Loan Agreement by announcement at the time and placeappointed for such sale or for such adjourned sale or sales and, except as otherwise provided byany applicable provision of Legal Requirements, Lender, without further notice or publication,may make such sale at the time and place to which the same shall be so adjourned.

(d) Upon the completion of any sale or sales made by Lender under or byvirtue of this Section 13.02, Lender, or any officer of any court empowered to do so, shallexecute and deliver to the accepted purchaser or purchasers a good and sufficient instrument, orgood and sufficient instruments, granting, conveying, assigning and transferring all estate, right,title and interest in and to the property and rights sold. Lender is hereby irrevocably appointedthe true and lawful attorney in fact of Borrower (coupled with an interest), in its name and stead,to make all necessary conveyances, assignments, transfers and deliveries of the property andrights so sold and for that purpose Lender may execute all necessary instruments of conveyance,assignment, transfer and delivery, and may substitute one or more Persons with like power,Borrower hereby ratifying and confirming all that its said attorney in fact or such substitute orsubstitutes shall lawfully do by virtue hereof. Nevertheless, Borrower, if so requested by Lender,shall ratify and confirm any such sale or sales by executing and delivering to Lender, or to suchpurchaser or purchasers all such instruments as may be advisable, in the sale judgment ofLender, for such purpose, and as may be designated in such request. Any such sale or salesmade under or by virtue of this Section 13.02, whether made under the power of sale hereingranted or under or by virtue of judicial proceedings or a judgment or decree of foreclosure andsale, shall operate to divest all the estate, right, title, interest, claim and demand whatsoever,whether at law or in equity, of Borrower in and to the property and rights so sold, and shall, tothe fullest extent permitted under Legal Requirements, be a perpetual bar, both at law and in

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equity against Borrower and against any and all Persons claiming or who may claim the same, orany part thereof, from, through or under Borrower.

(e) In the event of any sale made under or by virtue of this Section 13.02(whether made under the power of sale herein granted or under or by virtue of judicialproceedings or a judgment or decree of foreclosure and sale), the entire Debt immediatelythereupon shall, anything in the Loan Documents to the contrary notwithstanding, become dueand payable.

(f) Upon any sale made under or by virtue of this Section 13.02 (whethermade under the power of sale herein granted or under or by virtue of judicial proceedings or ajudgment or decree of foreclosure and sale), Lender may bid for and acquire the Property or anypart thereof and in lieu of paying cash therefor may make settlement for the purchase price bycrediting upon the Debt the net sales price after deducting therefrom the expenses of the sale andthe costs of the action.

(g) No recovery of any judgment by Lender and no levy of an execution underany judgment upon the Property or any part thereof or upon any other property of Borrower shallrelease the lien of the Mortgage upon the Property or any part thereof, or any liens, rights,powers or remedies of Lender thereunder, but such liens, rights, powers and remedies of Lendershall continue unimpaired until all amounts due under the Note, this Loan Agreement and theother Loan Documents are paid in full.

(h) Upon the exercise by Lender of any power, right, privilege, or remedypursuant to this Loan Agreement which requires any consent, approval, registration,qualification, or authorization of any Governmental Authority, Borrower agrees to execute anddeliver, or will cause the execution and delivery of, all applications, certificates, instruments,assignments and other documents and papers that Lender or any purchaser of the Property maybe required to obtain for such governmental consent', approval, registration, qualification, orauthorization and Lender is hereby irrevocably appointed the true and lawful attorney-in-fact ofBorrower (coupled with an interest), in its name and stead, to execute all such applications,certificates, instruments, assignments and other documents and papers.

Section 13.03 Payment of Debt After Default. If, following the occurrence ofany Event of Default, Borrower shall tender payment of an amount sufficient to satisfy the Debtin whole or in part at any time prior to a foreclosure sale of the Property, and if such tenderprepayment of the principal balance of the Note is not permitted by the Note and this LoanAgreement, Borrower shall pay to Lender the amounts specified in Section 2.3(b) of the Note.Notwithstanding anything contained herein to the contrary, upon the occurrence and during thecontinuance of any Event of Default, any payment of the Principal Amount from whateversource may be applied by Lender to the Loan and the Mezzanine Loans in such order andpriority as determined by Lender in its sole and absolute discretion.

Section 13.04 Possession of the Property. Upon the occurrence of any Event ofDefault and the acceleration of the Debt or any portion thereof, Borrower, if an occupant of theProperty or any part thereof, upon demand of Lender, shall immediately surrender possession ofthe Property (or the portion thereof so occupied) to Lender, and if Borrower is permitted to

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remain in possession, the possession shall be as a month to month tenant of Lender and, ondemand, Borrower shall pay to Lender monthly, in advance, a reasonable rental for the space sooccupied and in default thereof Borrower may be dispossessed. The covenants herein containedmay be enforced by a receiver of the Property or any part thereof. Nothing in this Section 13.04shall be deemed to be a waiver of the provisions of this Loan Agreement making the Transfer ofthe Property or any part thereof without Lender's prior written consent an Event of Default.

Section 13.05 Interest After Default. If any amount due under the Note, thisLoan Agreement or any of the other Loan Documents is not paid within any applicable noticeand grace period after same is due, whether such date is the stated due date, any accelerated duedate or any other date or at any other time specified under any of the terms hereof or thereof,then, in such event, Borrower shall pay interest on the amount not so paid from and after thedate on which such amount first becomes due at the Default Rate; and such interest shall be dueand payable at such rate until the earlier of the cure of all Events of Default or the payment of theentire amount due to Lender, whether or not any action shall have been taken or proceedingcommenced to recover the same or to foreclose this Loan Agreement or the Mortgage. Allunpaid and accrued interest shall be secured by this Loan Agreement and the Mortgage as part ofthe Debt. Nothing in this Section 13.05 or in any other provision of this Loan Agreement shallconstitute an extension of the time for payment of the Debt.

Section 13.06 Borrower's Actions After Default. During the continuance of anEvent of Default and immediately upon the commencement of any action, suit or other legalproceedings by Lender to obtain judgment for the Debt, or of any other nature in aid of theenforcement of the Loan Documents, Borrower will (a) after receipt of notice of the institution ofany such action, waive the issuance and service of process and enter its voluntary appearance insuch action, suit or proceeding, and (b) if required by Lender, consent to the appointment of areceiver or receivers of the Property or any part thereof and of all the earnings, revenues, rents,issues, profits and income thereof.

Section 13.07 Control by Lender After Default. Notwithstanding theappointment of any custodian, receiver, liquidator or trustee of Borrower, or of any of itsproperty, or of the Property or any part thereof, to the extent permitted by Legal Requirements,Lender shall be entitled to obtain possession and control of all property now and hereaftercovered by this Loan Agreement, the Mortgage and the Assignment in accordance with the termshereof and thereof.

Section 13.08 Right to Cure Defaults. (a) Upon the occurrence and during thecontinuance of any Event of Default, Lender or its agents may, but without any obligation to doso and without notice to or demand on Borrower and without releasing Borrower from anyobligation hereunder, make or do the same in such manner and to such extent as Lender maydeem necessary to protect the security hereof. Lender and its agents are authorized to enter uponthe Property or any part thereof for such purposes, or appear in, defend, or bring any action orproceedings to protect Lender's interest in the Property or any part thereof or to foreclose thisLoan Agreement or the Mortgage or collect the Debt, and the cost and expense thereof (includingreasonable out-of-pocket attorneys' fees to the extent permitted by law), with interest as providedin this Section 13.08, shall constitute a portion of the Debt and shall be immediately due andpayable to Lender upon demand. All such costs and expenses incurred by Lender or its agents in

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remedying such Event of Default or in appearing in, defending, or bringing any such action orproceeding shall bear interest at the Default Rate, for the period from the date so demanded tothe date of payment to Lender. All such costs and expenses incurred by Lender or its agentstogether with interest thereon calculated at the above rate shall be deemed to constitute a portionof the Debt and be secured by this Loan Agreement and the Mortgage.

(b) If Lender makes any payment or advance that Lender is authorized by thisLoan Agreement to make in the place and stead of Borrower (i) relating to the Impositions or taxliens asserted against the Property, Lender may do so according to any bill, statement or estimateprocured from the appropriate public office without inquiry into the accuracy of the bill,statement or estimate or into the validity of any of the Impositions or_the tax liens or claimsthereof; (ii) relating to any apparent or threatened adverse title, lien, claim of lien, encumbrance,claim or charge, Lender will be the sole judge of the legality or validity of same unless a court ofcompetent jurisdiction determines otherwise; or (iii) relating to any other purpose authorized bythis Loan Agreement but not enumerated in this Section 13.08, Lender may do so whenever, inits judgment and discretion, the payment or advance seems necessary or desirable to protect theProperty and the full security interest intended to be created by the Mortgage and this LoanAgreement. In connection with any payment or advance made pursuant to this Section 13.08,Lender has the option and is authorized, but in no event shall be obligated, to obtain acontinuation report of title prepared by a title insurance company. The payments and theadvances made by Lender pursuant to this Section 13.08 and the cost and expenses of said titlereport will be due and payable by Borrower on demand, together with interest at the Default Ratefrom the date Borrower receives notice that such cost or expense has been paid by Lender, andwill be secured by this Loan Agreement and the Mortgage.

Section 13.09 Late Payment Charge. If any portion of the Debt (other than theprincipal portion of the Debt due on the Maturity Date) is not paid in full within five (5) days ofthe date on which it is due and payable hereunder, Borrower shall pay to Lender an amount equalto three percent (3%) of such unpaid portion of the Debt ("Late Charge") to defray the expenseincurred by Lender in handling and processing such delinquent payment, and such amount shallconstitute a part of the Debt. Notwithstanding the foregoing, in no event shall the Borrower berequired to pay interest at the Default Rate and a Late Charge on the same unpaid amount.

Section 13.10 Recovery of Sums Required to Be Paid. Lender shall have theright from time to time to take action to recover any sum or sums which constitute a part of theDebt as the same become due and payable hereunder (after the expiration of any grace period orthe giving of any notice herein provided, if any), without regard to whether or not the balance ofthe Debt shall be due, and without prejudice to the right of Lender thereafter to bring an action offoreclosure, or any other action, for a default or defaults by Borrower existing at the time suchearlier action was commenced.

Section 13.11 Marshalling and Other Matters. Borrower hereby waives, to thefullest extent permitted by law, the benefit of all appraisement, valuation, stay, extension,reinstatement, redemption (both equitable and statutory) and homestead laws now or hereafter inforce and all rights of marshalling in the event of any sale hereunder of the Property or any partthereof or any interest therein. Further, Borrower hereby expressly waives any and all rights ofredemption from sale under any order or decree of foreclosure of the Mortgage or this Loan

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Agreement on behalf of Borrower, whether equitable or statutory and on behalf of each andevery Person acquiring any interest in or title to the Property or any part thereof subsequent tothe date of this Loan Agreement and on behalf of all Persons to the fullest extent permitted byapplicable law.

Section 13.12 Tax Reduction Proceedings. During the continuance of an Eventof Default, Borrower shall be deemed to have appointed Lender as its attorney-in-fact to seek areduction or reductions in the assessed valuation of the Property for real property tax purposes orfor any other purpose and to prosecute any action or proceeding in connection therewith. Thispower, being coupled with an interest, shall be irrevocable for so long as any part of the Debtremains unpaid and any Event of Default shall be continuing.

Section 13.13 General Provisions Regarding Remedies.

(a) Right to Terminate Proceedings. Lender may terminate or rescind anyproceeding or other action brought in connection with its exercise of the remedies provided inSection 13.02 at any time before the conclusion thereof, as determined in Lender's solediscretion and without prejudice to Lender.

(b) No Waiver or Release. The failure of Lender to exercise any right,remedy or option provided in the Loan Documents shall not be deemed a waiver of such right,remedy or option or of any covenant or obligation contained in the Loan Documents. Noacceptance by Lender of any payment after the occurrence of an Event of Default and nopayment by Lender of any payment or obligation for which Borrower is liable hereunder shall bedeemed to waive or cure any Event of Default. No sale of all or any portion of the Property, noforbearance on the part of Lender, and no extension of time for the payment of the whole or anyportion of the Debt or any other indulgence given by Lender to Borrower or any other Person,shall operate to release or in any manner affect the interest of Lender in the Property or theliability of Borrower to pay the Debt. No waiver by Lender shall be effective unless it is inwriting and then only to the extent specifically stated.

(c) No Impairment; No Releases. The interests and rights of Lender under theLoan Documents shall not be impaired by any indulgence, including (i) any renewal, extensionor modification which Lender may grant with respect to any of the Debt; (ii) any surrender,compromise, release, renewal, extension, exchange or substitution which Lender may grant withrespect to the Property or any portion thereof; or (iii) any release or indulgence granted to anymaker, endorser, guarantor or surety of any of the Debt.

ARTICLE XIV

COMPLIANCE WITH REQUIREMENTS

Section 14.01 Compliance with Legal Requirements. (a) Each Borrower shallpromptly comply in all material respects with all present and future Legal Requirements,foreseen and unforeseen, ordinary and extraordinary, whether requiring structural ornonstructural repairs or alterations including, without limitation, all zoning, subdivision,building, safety and environmental protection, land use and development Legal Requirements, ail

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Legal Requirements which may be applicable to the curbs adjoining the Property or to the use ormanner of use thereof, and all rent control, stabilization and all other similar Legal Requirementsrelating to rents charged and/or collected in connection with the Leases except for any non-compliance which would not, individually or in the aggregate, have a Material Adverse Effect.To Borrower's knowledge and except as set forth in the Environmental Reports and EngineeringReports, upon due inquiry in connection with its acquisition of the Property, the Property is inmaterial compliance in all respects with all Legal Requirements as of the date hereof except forany non-compliance which would not, individually or in the aggregate, have a Material AdverseEffect.

(b) Borrower shall have the right to contest by appropriate legal proceedingsdiligently conducted in good faith, without cost or expense to Lender, the validity or applicationof any Legal Requirement and to suspend compliance therewith if permitted under applicableLegal Requirements, provided (i) failure to comply therewith may not subject Lender to any civilor criminal liability, (ii) if the cost of compliance exceeds one percent (1%) of the AggregateLoan Amount on the Closing Date, prior to and during such contest, Borrower shall furnish toLender security reasonably satisfactory to Lender, in its discretion, against loss or injury byreason of such contest or non compliance with such Legal Requirement, (iii) no Event of Defaultshall exist during such proceedings, (iv) such contest shall not (unless Borrower shall complywith the provisions of clause (ii) of this Section 14.01(b)) subject the Property to any lien orencumbrance the enforcement of which is not suspended or otherwise affect the priority of thelien of this Loan Agreement or the Mortgage; (v) the Property or any part thereof or any interesttherein shall not be in any reasonable danger of being sold, forfeited or lost by reason of suchcontest by Borrower; (vi) Borrower shall give Lender prompt notice of the commencement ofsuch proceedings and, upon request by Lender, notice of the status of such proceedings and/orconfirmation of the continuing satisfaction of the conditions set forth in clauses (i) - (v) of thisSection 14.01(b); and (vii) upon a final determination of such proceeding, Borrower shall take allsteps necessary to comply with any requirements arising therefrom.

(c) Each Borrower shall at all times comply in all material respects with allapplicable Legal Requirements with respect to the construction, use and maintenance of anyvaults adjacent to the Property. If by reason of the failure to pay taxes, assessments, charges,permit fees, franchise taxes or levies of any kind or nature, the continued use of the vaultsadjacent to Property or any part thereof is discontinued, Borrower nevertheless shall, withrespect to any vaults which may be necessary for the continued use of the Property, take suchcommercially reasonable steps (including the making of any payment) to ensure the continueduse of vaults or replacements. -

Section 14.02 Compliance with Recorded Documents; No Future Grants.Borrower shall promptly perform and observe in all material respects or cause to be performedand observed in all material respects, all of the terms, covenants and conditions of all PropertyAgreements and all things necessary to preserve intact and unimpaired any and all appurtenancesor other interests or rights affecting the Property.

ARTICLE XV

PREPAYMENT; APPLICATION OF PAYMENTS

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Section 15.01 Prepayment. No prepayment of the Debt may be made in whole orin part except as set forth in the Note and Section 19.03 hereof.

Section 15.02 Application of Payments. Provided no Event of Default shall haveoccurred and be continuing, each payment (including prepayments of Casualty Parcel AllocatedDebt and Condemnation Parcel Allocated Debt) shall be applied (a) first, to accrued and unpaidinterest on Note A-I, Note A-2, Note A-3, Note A-4, Note A-5 and Note A-6, pro rata and paripassu, and (b) second, to principal of Note A-I, Note A-2, Note A-3, Note A-4, Note A-5 andNote A-6, pro rata and pari passu.

ARTICLEXVIE~ONMENTALCOMPLIANCE

Section 16.01 Covenants, Representations and Warranties. (a) Neither Borrowerhas, at any time, and, to Borrower's knowledge, except as set forth in the Environmental Reports,no other Person has at any time, handled, buried, stored, retained, refined, transported, processed,manufactured, generated, produced, spilled, allowed to seep, leak, escape or leach, or pumped,poured, emitted, emptied, discharged, injected, dumped, transferred or otherwise disposed of ordealt with Hazardous Materials in violation of Environmental Statutes, on, to or from thePremises and neither Borrower intends to, nor shall, use the Property or any part thereof or anysuch other real property for the purpose of handling, burying, storing, retaining, refining,transporting, processing, manufacturing, generating, producing, spilling, seeping, leaking,escaping, leaching, pumping, pouring, emitting, emptying, discharging, injecting, dumping,transferring or otherwise disposing of Hazardous Materials, except for use and storage for use ofheating oil, cleaning fluids, pesticides and other substances customarily used in the operation ofproperties that are being used for similar purposes as the Property is presently being used,provided such use and/or storage for use is in compliance with the requirements hereof and theother Loan Documents and does not give rise to liability under applicable Legal Requirements orEnvironmental Statutes or be the basis for a lien against the Property or any part thereof. Inaddition, without limitation to the foregoing provisions, each Borrower represents and warrantsthat, to its knowledge, except as previously disclosed in the Environmental Reports, there is noasbestos in, on, over, or under all or any portion of the fire-proofing or any other portion of theProperty requiring abatement or removal pursuant to Environmental Statutes.

(b) Neither Borrower knows of any seepage, leak, escape, leach, discharge,Injection, release, emission, spill, pumping, pouring, emptying or dumping of HazardousMaterials into waters on or under the Property or any part thereof or any other real propertyowned and/or occupied by either Borrower, or onto lands from which such Hazardous Materialsmight seep, flow or drain into such waters, except as disclosed in the Environmental Reports.

(c) Neither Borrower shall permit any Hazardous Materials to be handled,buried, stored, retained, refined, transported, processed, manufactured, generated, produced,spilled, allowed to seep, leak, escape or leach, or to be pumped, poured, emitted, emptied,discharged, injected, dumped, transferred or otherwise disposed of or dealt with on, under, to orfrom the Property or any portion thereof at any time, except for use and storage for use ofheating oil, ordinary cleaning fluids, pesticides and other substances customarily used in the

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operation of properties that are being used for similar purposes as the Property is presently beingused, provided such use and/or storage for use is in compliance with the requirements hereof andthe other Loan Documents and does not give rise to liability under applicable LegalRequirements or be the basis for a lien against the Property or any part thereof.

(d) Each Borrower represents and warrants that no actions, suits, orproceedings have been commenced, or are pending, or, to the Borrower's knowledge, arethreatened with respect to any Legal Requirement governing the use, manufacture, storage,treatment, transportation, or processing of Hazardous Materials with respect to the Property orany part thereof. Neither Borrower has received notice of, and, except as disclosed in theEnvironmental Reports, has knowledge of any fact, condition, occurrence or circumstance whichwith notice or passage of time or both would give rise to a claim under or pursuant to anyEnvironmental Statute pertaining to Hazardous Materials on, in, under or originating from theProperty or any part thereof or any other real property owned or occupied by Borrower or arisingout of the conduct of Borrower, including, without limitation, pursuant to any EnvironmentalStatute.

(e) To Borrower's knowledge, neither Borrower has waived any Person'sliability with regard to Hazardous Materials in, on, under or around the Property, nor has eitherBorrower retained or assumed, contractually or by operation of law, any other Person's liabilityrelative to Hazardous Materials or any claim, action or proceeding relating thereto, other thanMetropolitan Tower Life Insurance Company, a Delaware corporation ("Seller"), pursuant to theterms of the Purchase and Sale Agreement dated as of October 17, 2006, by and between Sellerand Tishman Speyer Development Corp. (as predecessor in interest to Borrower) with respect tothe Property.

(f) In the event that there shall be filed a lien against the Property or any part .thereof pursuant to any Environmental Statute pertaining to Hazardous Materials, Borrowershall, within sixty (60) days or, in the event that the applicable Governmental Authority hascommenced steps to cause the Premises or any part thereof to be sold pursuant to the lien, withinfifteen (15) days, from the date that Borrower receives notice of such lien, either (i) pay theclaim and remove the lien from the Property, or (ii) furnish at Borrower's election (A) a bondreasonably satisfactory to Lender in the amount of the claim out of which the lien arises, (B) acash deposit in the amount of the claim out of which the lien arises, or (C) other securityreasonably satisfactory to Lender in an amount sufficient to discharge the claim out of which thelien arises.

(g) Borrower represents and warrants that except as disclosed in theEnvironmental Reports, (i) Borrower has no knowledge of any violation of any EnvironmentalStatute or any Environmental Problem in connection with the Property, nor has Borrower beenrequested or required by any Governmental Authority to perform any remedial activity or otherresponsive action in connection with any Environmental Problem and (ii) neither the Propertynor any other property owned by Borrower is included or, to Borrower's knowledge, proposedfor inclusion on the National Priorities List issued pursuant to CERCLA by the United StatesEnvironmental Protection Agency (the "EPA") or on the inventory of other potential "Problem"sites issued by the EPA or has been identified by the EPA as a potential CERCLA site orincluded or, to Borrower's knowledge. proposed for inclusion on any list or inventory issued

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pursuant to any other Environmental Statute, if any, or issued by any other GovernmentalAuthority. Borrower covenants that Borrower will comply with all Environmental Statutesaffecting or imposed upon Borrower or the Property.

(h) Each Borrower covenants that it shall promptly notify Lender of thepresence (other than heating oil, cleaning fluids, pesticides and other substances customarilyused in the operation of properties that are being used for similar purposes as the Propertypresently being used in compliance with applicable Legal Requirements) and/or release of anyHazardous Materials and of any request for information or any inspection of the Property or anypart thereof by any Governmental Authority with respect to any Hazardous Materials andprovide Lender with copies of such request and any response to any such request or inspection.Each Borrower covenants that it shall, in compliance with applicable Legal Requirements,conduct and complete all investigations, studies, sampling and testing (and promptly shallprovide Lender with copies of any such studies and the results of any such test) and all remedial,removal and other actions necessary to clean up and remove all Hazardous Materials in, on, over,under, from or affecting the Property or any part thereof in accordance with all such LegalRequirements applicable to the Property or any part thereof to the reasonable satisfaction ofLender.

(i) During the continuance of an Event of Default hereunder, and withoutregard to whether Lender shall have taken possession of the Property or a receiver has beenrequested or appointed or any other right or remedy of Lender has or may be exercised hereunderor under any other Loan Document, Lender shall have the right (but no obligation) to conductsuch investigations, studies, sampling and/or testing of the Property or any part thereof as Lendermay, in its discretion, determine to conduct, relative to Hazardous Materials. All costs andexpenses incurred in connection therewith including, without limitation, consultants' fees anddisbursements and laboratory fees, shall constitute a part of the Debt and shall, upon demand byLender, be immediately due and payable and shall bear interest at the Default Rate from the dateso demanded by Lender until reimbursed. Borrower shall, at its sole cost and expense,expeditiously cooperate in all reasonable respects in all such investigation, studies, samplingsand/or testings including, without limitation, providing all relevant information and makingknowledgeable people available for interviews.

(j) Borrower represents and warrants that, to Borrower's knowledge, exceptas disclosed in the Environmental Reports, all paint and painted surfaces existing within theinterior or on the exterior of the Improvements are not flaking, peeling, cracking, blistering, orchipping, and do not contain lead or are maintained in a condition that prevents exposure ofyoung children to lead-based paint, as of the date hereof, and that the current inspections,operation, and maintenance program at the Property with respect to lead-based paint is consistentwith FNMA guidelines and sufficient to ensure that all painted surfaces within the Property shallbe maintained in a condition that prevents exposure of tenants to lead-based paint. ToBorrower's knowledge, there have been no claims for adverse health effects from exposure onthe Property to lead-based paint or requests for the investigation, assessment or removal of lead-based paint at the Property.

(k) Borrower represents and warrants that, to Borrower's knowledge, exceptin accordance with all applicable Environmental Statutes and as disclosed in the Environmental

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Reports, (i) no underground treatment or storage tanks or pumps or water, gas, or oil wells are orhave been located on the Property, (ii) no PCBs or transformers, capacitors, ballasts or otherequipment that contain dielectric fluid containing PCBs are located on the Property, (iii) noinsulating material containing urea formaldehyde is located on the Property and (iv) no asbestoscontaining material is located on the Property.

Section 16.02 Environmental Indemnification. Borrower shall defend, indemnifyand hold harmless the Indemnified Parties for, from and against any claims, demands, penalties,fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, known orunknown, contingent or otherwise, whether incurred or imposed within or outside the judicialprocess, including, without limitation, reasonable out-of-pocket attorneys' and consultants' feesand disbursements and investigations and laboratory fees arising out of, or in any way related toany Environmental Problem, but not including consequential, special or punitive damages,including without limitation:

(a) the presence, disposal, escape, seepage, leakage, spillage, discharge,emission, release or threat of release of any Hazardous Materials in, on, over, under, from oraffecting the Property or any part thereof whether or not disclosed by the Environmental Reportsrelative to the Property;

(b) any personal injury (including wrongful death, disease or other healthcondition related to or caused by, in whole or in part, any Hazardous Materials) or propertydamage (real or personal) arising out of or related to any Hazardous Materials in, on, over, under,from or affecting the Property or any part thereof whether or not disclosed by the EnvironmentalReports relative to the Property;

(c) any action, suit or proceeding brought or threatened, settlement reached,or order of any Governmental Authority relating to such Hazardous Material whether or notdisclosed by the Environmental Reports relative to the Property; and/or

(d) any violation of the provisions, covenants, representations or warranties ofSection 16.01 hereof or of any Legal Requirement which is based on or in any way related to anyHazardous Materials in, on, over, under, from or affecting the Property or any part thereofincluding, without limitation, the cost of any work performed and materials furnished in order tocomply therewith whether or not disclosed by the Environmental Reports relative to theProperty.

Notwithstanding the foregoing provisions of this Section 16.02 to the contrary,Borrower shall have no obligation to indemnify Lender for liabilities, claims, damages, penalties,causes of action, costs and expenses relative to the foregoing which result directly from Lender'swillful misconduct or gross negligence. Any amounts payable to Lender by reason of theapplication of this Section 16.02 shall be secured by the Loan Agreement and the Mortgage andshall, upon demand by Lender, become immediately due and payable and shall bear interest atthe Default Rate from the date so demanded by Lender until paid.

This indemnification shall survive for five (5) years after the termination of thisLoan Agreement and the Mortgage whether by repayment of the Debt, foreclosure or deed in lieu

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thereof, assignment, or otherwise. Borrower, but not the other Exculpated Parties (as definedherein) shall be personally liable for the indemnity provided for in this Section 16.02. Nothing inthis Section 16.02 shall be deemed to deprive Lender of any rights or remedies otherwiseavailable to Lender, including, without limitation, those rights and remedies provided elsewherein this Loan Agreement and the Mortgage or the other Loan Documents.

ARTICLE XVII

ASSIGNMENTS

Section 17.01 Participations and Assignments. Lender shall have the right at nocost or expense to Borrower other than as set forth in Section 18.29 and Section 18.30 hereof toassign this Loan Agreement and/or any of the Loan Documents, and to transfer, assign or sellparticipations and subparticipations (including blind or undisclosed participations andsubparticipations) in the Loan Documents and the obligations hereunder to any Person; provided,however, that no such assignment or participation shall increase, decrease or otherwise affecteither Borrower's or Lender's obligations under this Loan Agreement or the other LoanDocuments. Lender shall use reasonable efforts to determine that no such assignment orparticipation (a) shall constitute a non-exempt prohibited transaction under ERISA or (b) resultin a violation of a state statute regulating government plans subjecting Borrower or Guarantor toliability for a violation of ERISA or a state statute.

ARTICLE XVIII

MISCELLANEOUS

Section 18.01 Right of Entry. Subject to the terms of the Leases, Lender and itsagents shall have the right to enter and inspect the Property or any part thereof at all reasonabletimes, and, except in the event of an emergency, upon reasonable notice and to inspectBorrower's books and records and to make abstracts and reproductions thereof.

Section 18.02 Cumulative Rights. The rights of Lender under this LoanAgreement shall be separate, distinct and cumulative and none shall be given effect to theexclusion of the others. No act of Lender shall be construed as an election to proceed under anyone provision herein to the exclusion of any other provision. Lender shall not be limitedexclusively to the rights and remedies herein stated but shall be entitled, subject to the terms ofthis Loan Agreement, to every right and remedy now or hereafter afforded by law.

Section 18.03 Brokers. Lender has not dealt with any financial advisors, brokers,underwriters, placement agents, agents or finders in connection with the transactionscontemplated by this Loan Agreement.

Section 18.04 Exhibits Incorporated. The information set forth on the coverhereof, and the Exhibits annexed hereto, are hereby incorporated herein as a part of this LoanAgreement with the same effect as if set forth in the body hereof.

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Section 18.05 Severable Provisions. If any term, covenant or condit on of the

Loan Documents including, without limitation, the Note or this Loan Agreement, is held to beinvalid, illegal or unenforceable in any respect, such Loan Document shall be construed withoutsuch provision.

Section 18.06 Duplicate Originals. This Loan Agreement may be executed inany number of duplicate originals and each such duplicate original shall be deemed to constitutebut one and the same instrument.

Section 18.07 No Oral Change. The terms of this Loan Agreement, together withthe terms of the Note and the other Loan Documents, constitute the entire understanding andagreement of the parties hereto and supersede all prior agreements, understandings andnegotiations between Borrower and Lender with respect to the Loan. This Loan Agreement, andany provisions hereof, may not be modified, amended, waived, extended, changed, discharged orterminated orally or by any act on the part of Borrower or Lender, but only by an agreement inwriting signed by the party against whom enforcement of any modification, amendment, waiver,extension, change, discharge or termination is sought.

Section 18.08 Waiver of Counterclaim, Etc.

(a) EACH BORROWER HEREBY WAIVES THE RIGHT TO ASSERT ACOUNTERCLAIM, OTHER THAN A COMPULSORY COUNTERCLAIM, IN ANYACTION OR PROCEEDING BROUGHT AGAINST IT BY LENDER ARISING OUT OF ORIN ANY WAY CONNECTED WITH EITHER BORROWER OR IN ANY MATTERSWHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LOANAGREEMENT OR THE DEBT.

(b) EACH BORROWER AND, BY ITS ACCEPTANCE OF THIS LOANAGREEMENT, LENDER HEREBY WAIVES, TO THE FULL EXTENT PERMITTED BYLAW, THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDINGINCLUDING, WITHOUT LIMITATION, ANY TORT ACTION, BROUGHT BY ANYPARTY HERETO AGAINST THE OTHER OR IN ANY COUNTERCLAIM A BORROWERMAY BE PERMITTED TO ASSERT HEREUNDER OR WHICH MAYBE ASSERTED BYLENDER AGAINST A BORROWER ARISING OUT OF OR IN ANY WAY CONNECTEDWITH EITHER BORROWER OR IN ANY MATTERS WHATSOEVER ARISING OUT OFOR IN ANY WAY CONNECTED WITH THIS LOAN AGREEMENT OR THE DEBT.

Section 18.09 Headings; Construction of Documents; etc. The table of contents,headings and captions of various paragraphs of this Loan Agreement are for convenience ofreference only and are not to be construed as defining or limiting, in any way, the scope or intentof the provisions hereof. Borrower acknowledges that it was represented by competent counselin connection with the negotiation and drafting of this Loan Agreement and the other LoanDocuments and that neither this Loan Agreement nor the other Loan Documents shall be subjectto the principle of construing the meaning against the Person who drafted same.

Section 18.10 Sole Discretion of Lender. Whenever Lender exercises any rightgiven to it to approve or disapprove, or any arrangement or term is to be satisfactory to Lender,the decision of Lender to approve or disapprove or to decide that arrangements or terms are

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satisfactory or not satisfactory shall be in the sale discretion of Lender and shall be final andconclusive, except as may be otherwise specifically provided herein.

Section 18.11 Waiver of Notice. Borrower shall not be entitled to any notices ofany nature whatsoever from Lender except with respect to matters for which this LoanAgreement specifically and expressly provides for the giving of notice by Lender to Borrowerand except with respect to matters for which Borrower is not, pursuant to applicable LegalRequirements, permitted to waive the giving of notice.

Section 18.12 Covenants Run with the Land. All of the grants, covenants, terms,provisions and conditions herein shall run with the Premises, shall be binding upon Borrowerand shall inure to the benefit of Lender, subsequent holders of this Loan Agreement and theirsuccessors and assigns. Without limitation to any provision hereof, the term "Borrower" shallinclude and refer to the borrower named herein, any subsequent owner of the Property, and itsrespective heirs, executors, legal representatives, successors and assigns. The representations,warranties and agreements contained in this Loan Agreement and the other Loan Documents areintended solely for the benefit of the parties hereto, shall confer no rights hereunder, whetherlegal or equitable, in any other Person and no other Person shall be entitled to rely thereon.

Section 18.13 Applicable Law. THIS LOAN AGREEMENT AND THEOBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUEDIN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TOCONTRACTS MADE AND PERFORMED IN SUCH STATE AND ANY APPLICABLELAW OF THE UNITED STATES OF AMERICA.

Section 18.14 Security Agreement. (a) (i) This Loan Agreement is a "securityagreement" within the meaning of the UCe. The Property includes both real and personalproperty and all other rights and interests, whether tangible or intangible in nature, of Borrowerin the Property. The Mortgage is filed as a fixture filing and covers goods which are or are tobecome fixtures on the Property. Borrower by executing and delivering this Loan Agreementand the other Loan Documents has granted to Lender, as security for the Debt, a security interestin the Property to the full extent that the Property may be subject to the UCC (said portion of theProperty so subject to the UCC being called in this Section 18.14 the "Collateral"). If an Eventof Default shall occur and be continuing, Lender, in addition to any other rights and remedieswhich it may have, shall have and may exercise immediately and without demand, any and allrights and remedies granted to a secured party upon default under the UCC, including, withoutlimiting the generality of the foregoing, the right to take possession of the Collateral or any partthereof, and to take such other measures as Lender may deem necessary for the care, protectionand preservation of the Collateral. Upon request or demand of Lender during the continuance ofan Event of Default, Borrower shall, at its expense, assemble the Collateral and make it availableto Lender at a convenient place acceptable to Lender. Borrower shall pay to Lender on demandany and all expenses, which expenses shall, so long as no Event of Default has occurred and iscontinuing, be limited to reasonable expenses, including reasonable out-of-pocket legal expensesand attorneys' fees, incurred or paid by Lender in protecting its interest in the Collateral and inenforcing its rights hereunder with respect to the Collateral. Any disposition pursuant to theDCC of so much of the Collateral as may constitute personal property shall be consideredcommercially reasonable if made pursuant to a public sale which is advertised at least twice in a

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newspaper in which sheriffs sales are advertised in the county where the Premises is located.Any notice of sale, disposition or other intended action by Lender with respect to the Collateralgiven to Borrower in accordance with the provisions hereof at least ten (10) days prior to suchaction, shall constitute reasonable notice to Borrower. The proceeds of any disposition of theCollateral, or any part thereof, may be applied by Lender to the payment of the Debt in suchpriority and proportions as Lender in its discretion shall deem proper. It is not necessary that theCollateral be present at any disposition thereof. Lender shall have no obligation to clean-up orotherwise prepare the Collateral for disposition.

(ii) The mention in a financing statement filed in the records normallypertaining to personal property of any portion of the Property shall not derogate from orimpair in any manner the intention of this Loan Agreement. Lender hereby declares thatall items of Collateral are part of the real property encumbered hereby to the fullest extentpermitted by law, regardless of whether any such item is physically attached to theImprovements or whether serial numbers are used for the better identification of certainitems. Specifically, the mention in any such financing statement of any items included inthe Property shall not be construed to alter, impair or impugn any rights of Lender asdetermined by this Loan Agreement or the priority of Lender's lien upon and securityinterest in the Property in the event that notice of Lender's priority of interest as to anyportion of the Property is required to be filed in accordance with the UCC to be effectiveagainst or take priority over the interest of any particular class of persons, including thefederal government or any subdivision or instrumentality thereof. No portion of theCollateral constitutes or is the proceeds of "Farm Products", as defined in the UCC.

(iii) IT a Borrower is at any time a beneficiary under a letter of credit now orhereafter issued in favor of a Borrower, such Borrower shall promptly notify Lenderthereof and, following the occurrence of an Event of Default, at the request and option ofLender, the applicable Borrower shall, pursuant to an agreement in form and substancesatisfactory to Lender, either (A) arrange for the issuer and any confirmer of such letter ofcredit to consent to an assignment to Lender of the proceeds of any drawing under theletter of credit or (B) arrange for Lender to become the transferee beneficiary of the letterof credit, with Lender agreeing, in each case, that the proceeds of any drawing under theletter to credit are to be applied as provided in this Loan Agreement.

(iv) Borrower and Lender acknowledge that for the purposes of Article 9 of theUCC, the law of the State of New York shall be the law of the jurisdiction of the bank inwhich the Central Account is located.

(v) Lender may comply with any applicable Legal Requirements inconnection with the disposition of the Collateral, and Lender's compliance therewith willnot be considered to adversely affect the commercial reasonableness of any sale of theCollateral.

(vi) Lender may sell the Collateral without giving any warranties as to theCollateral. Lender may specifically disclaim any warranties of title, possession, quietenjoyment or the like. This procedure will not be considered to adversely affect thecommercial reasonableness of any sale of the Collateral.

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(vii) If Lender sells any of the Collateral upon credit, Borrower will be creditedonly with payments actually made by the purchaser, received by Lender and applied tothe indebtedness of Borrower. In the event the purchaser of the Collateral fails to fullypay for the Collateral, Lender may resell the Collateral and Borrower will be creditedwith the proceeds of such sale.

(b) Each Borrower hereby irrevocably appoints Lender as its attorney-in-fact,coupled with an interest, to file with the appropriate public office on its behalf any financing orother statements signed only by Lender, as secured party, or, to the extent permitted under theUCC, unsigned, in connection with the Collateral covered by this Loan Agreement.

Section 18.15 Actions and Proceedings. Lender has the right to appear in anddefend any action or proceeding brought with respect to the Property in its own name or, ifrequired by Legal Requirements or, if in Lender's reasonable judgment, Borrower has failed toadequately appear and defend, in the name and on behalf of the applicable Borrower, whichLender reasonably believes will have a Material Adverse Effect and to bring any action orproceedings, in its name or in the name and on behalf of the applicable Borrower, which Lender,in its discretion, decides should be brought to protect its interest in the Property.

Section 18.16 Usury Laws. This Loan Agreement and the Note are subject to theexpress condition, and it is the expressed intent of the parties, that at no time shall Borrower beobligated or required to pay interest on the principal balance due under the Note at a rate whichcould subject the holder of the Note to either civil or criminal liability as a result of being inexcess of the maximum interest rate which Borrower is permitted by law to contract or agree topay. If by the terms of this Loan Agreement or the Note, Borrower is at any time required orobligated to pay interest on the principal balance due under the Note at a rate in excess of suchmaximum rate, such rate of interest shall be deemed to be immediately reduced to suchmaximum rate and the interest payable shall be computed at such maximum rate and all priorinterest payments in excess of such maximum rate shall be applied and shall be deemed to havebeen payments in reduction of the principal balance of the Note. No application to the principalbalance of the Note pursuant to this Section 18.16 shall give rise to any requirement to pay anyprepayment fee or charge of any kind due hereunder, if any.

Section 18.17 Remedies of Borrower. In the event that a claim or adjudication ismade that Lender has acted unreasonably or unreasonably delayed acting in any case where bylaw or under the Note, this Loan Agreement or the Loan Documents, it has an obligation to actreasonably or promptly, Lender shall not be liable for any monetary damages, and Borrower'sremedies shall be limited to injunctive relief or declaratory judgment.

Section 18.18 Offsets, Counterclaims and Defenses. Any assignee of this LoanAgreement, the Mortgage, the Assignment and the Note shall take the same free and clear of alloffsets, counterclaims or defenses which are unrelated to the Note, the Assignment, the Mortgageor this Loan Agreement which Borrower may otherwise have against any assignor of this LoanAgreement, the Assignment and the Note and no such unrelated counterclaim or defense shall beinterposed or asserted by Borrower in any action or proceeding brought by any such assigneeupon this Loan Agreement, the Mortgage, the Assignment or the Note and any such right tointerpose or assert any such unrelated offset, counterclaim or defense in any such action or

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proceeding is hereby expressly waived by Borrower.

Section 18.19 No Merger. If Borrower's and Lender's estates become the sameincluding, without limitation, upon the delivery of a deed by either Borrower in lieu of aforeclosure sale, or upon a purchase of the Property by Lender in a foreclosure sale, this LoanAgreement, the Mortgage and the liens created thereby shall not be destroyed or terminated bythe application of the doctrine of merger and in such event Lender shall continue to have andenjoy all of the rights and privileges of Lender as to the separate estates; and, as a consequencethereof, upon the foreclosure of the liens created by this Loan Agreement and the Mortgage, anyLeases or subleases then existing and created by a Borrower shall not be destroyed or terminatedby application of the law of merger or as a result of such foreclosure unless Lender or anypurchaser at any such foreclosure sale shall so elect. No act by or on behalf of Lender or anysuch purchaser shall constitute a termination of any Lease or sublease unless Lender or suchpurchaser shall give written notice thereof to such lessee or sublessee.

Section 18.20 Restoration of Rights. In case Lender shall have proceeded toenforce any right under this Loan Agreement or the Mortgage by foreclosure sale, entry orotherwise, and such proceedings shall have been discontinued or abandoned for any reason orshall have been determined adversely, then, in every such case, Borrower and Lender shall berestored to their former positions and rights hereunder with respect to the Property subject to thelien hereof and the lien of the Mortgage.

Section 18.21 Waiver of Statute of Limitations. The pleadings of any statute oflimitations as a defense to any and all obligations secured by the Mortgage and this LoanAgreement are hereby waived to the full extent permitted by Legal Requirements.

Section 18.22 Advances. This Loan Agreement and the Mortgage shall coverany and all advances made pursuant to the Loan Documents, rearrangements and renewals of theDebt and all extensions in the time of payment thereof, even though such advances, extensions orrenewals be evidenced by new promissory notes or other instruments hereafter executed andirrespective of whether filed or recorded. Likewise, the execution of this Loan Agreement shallnot impair or affect any other security which may be given to secure the payment of the Debt,and all such additional security shall be considered as cumulative. The taking of additionalsecurity, execution of partial releases of the security, or any extension of time of payment of theDebt shall not diminish the force, effect or lien of this Loan Agreement or the Mortgage andshall not affect or impair the liability of Borrower and shall not affect or impair the liability ofany maker, surety, or endorser for the payment of the Debt.

Section 18.23 Application of Default Rate Not a Waiver. Application of theDefault Rate shall not be deemed to constitute a waiver of any Default or Event of Default or anyrights or remedies of Lender under this Loan Agreement, any other Loan Document orapplicable Legal Requirements, or a consent to any extension of time for the payment orperformance of any obligation with respect to which the Default Rate may be invoked.

Section 18.24 Intervening Lien. To the fullest extent permitted by law, anyagreement hereafter made pursuant to this Loan Agreement or the Mortgage shall be superior tothe rights of the holder of any intervening lien.

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Section 18.25 No Joint Venture or Partnership. Borrower and Lender intend thatthe relationship created hereunder be solely that of mortgagor and mortgagee or grantor andbeneficiary or borrower and lender, as the case may be. Nothing herein is intended to create ajoint venture, partnership, tenancy in common, or joint tenancy relationship between Borrowerand Lender nor to grant Lender any interest in the Property other than that of mortgagee,beneficiary or lender.

Section 18.26 Time of the Essence. Time shall be of the essence in theperformance of all obligations of Borrower hereunder, provided, however, that this Section 18.26shall not reduce or limit any notice or grace periods specifically set forth in the Loan Documents.

Section 18.27 Borrower's Obligations Absolute. Borrower acknowledges thatLender and/or certain Affiliates of Lender are engaged in the business of financing, owning,operating, leasing, managing, and brokering real estate and in other business ventures which maybe viewed as adverse to or competitive with the business, prospect, profits, operations orcondition (financial or otherwise) of Borrower. Except as set forth to the contrary in the LoanDocuments, all sums payable by Borrower hereunder (other than withholding taxes that are notgrossed up pursuant to Section 18.37) shall be paid without notice or demand, counterclaim, set-off, deduction or defense and without abatement, suspension, deferment, diminution orreduction, and the obligations and liabilities of Borrower hereunder shall in no way be released,discharged, or otherwise affected (except as expressly provided herein) by reason of: (a) anydamage to or destruction of or any Taking of the Property or any portion thereof; (b) anyrestriction or prevention of or interference with any use of the Property or any portion thereof;(c) any title defect or encumbrance or any eviction from the Premises or any portion thereof bytitle paramount or otherwise; (d) any bankruptcy proceeding relating to either Borrower, anyGeneral Partner, or any guarantor or indemnitor, or any action taken with respect to this LoanAgreement or any other Loan Document by any trustee or receiver of either Borrower or anysuch General Partner, guarantor or indemnitor, or by any court, in any such proceeding; (e) anyclaim which a Borrower has or might have against Lender; (f) any default or failure on the partof Lender to perform or comply with any of the terms hereof or of any other agreement withBorrower; or (g) any other occurrence whatsoever, whether similar or dissimilar to the foregoing,whether or not Borrower shall have notice or knowledge of any of the foregoing.

Section 18.28 Publicity. All promotional news releases, publicity or advertisingby Manager, Borrower or their respective Affiliates through any media intended to reach thegeneral public shall not refer to the Loan Documents or the financing evidenced by the LoanDocuments, or to Lender or to any of its Affiliates without the prior written approval of Lenderor such Affiliate, as applicable, in each instance, such approval not to be unreasonably withheldor delayed. Lender shall be authorized to provide information relating to the Property, the Loanand matters relating thereto to rating agencies, underwriters, potential securities investors,auditors, regulatory authorities and to any Persons which may be entitled to such information byoperation of law.

Section 18.29 Sale, Assignment, Participation; Dissemination of Information.Lender, without in any way limiting Lender's other rights hereunder, in its sole and absolutediscretion, shall have the right at any time, to sell, transfer or assign the Loan and the LoanDocuments (in whole or part), to require Borrower to restructure the Loan into multiple notes

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(which may include component notes and/or senior and junior notes), or grant participationstherein ("Participations") or syndicate the Loan ("Syndication") or issue mortgage pass-throughcertificates or other securities evidencing a beneficial interest in one or more rated or unratedpublic offering or private placement ("Securities") (any Syndication or the issuance of anyParticipations and/or Securities, each a "Securitization"). Lender may forward to each purchaser,transferee, assignee, or servicer of, and each participant, or investor in, the Loan, or anyParticipations and/or Securities or any of their respective successors (collectively, the "Investor")or any Rating Agency rating the Loan, or any Participations and/or Securities, each prospectiveInvestor, and any organization maintaining databases on the underwriting and performance ofcommercial mortgage loans, all documents and information which Lender now has or mayhereafter acquire relating to the Debt and to Borrower, any managing member or general partnerthereof, any General Partner and the Property, including financial statements, whether furnishedby Borrower or otherwise, as Lender determines necessary or desirable. Borrower irrevocablywaives any and all rights it may have under applicable Legal Requirements to prohibit suchdisclosure, including but not limited to any right of privacy. Lender shall use reasonable effortsto determine that no transaction contemplated under this Section 18.29 (a) shall constitute a non-exempt prohibited transaction under ERISA or (b) result in a violation of a state statuteregulating government plans subjecting either Borrower or Guarantor to liability for a violationof ERISA or a state statute.

Section 18.30 Securitization Cooperation. Borrower agrees to cooperate withLender in connection with any Securitization, sale or transfer of the Loan or any Participationand/or Securities created pursuant to Section 18.29 or otherwise in this Loan Agreement,including, without limitation, the delivery of an estoppel certificate and such other documents asmay be reasonably requested by Lender. Borrower shall also furnish and Borrower consents toLender furnishing to such Investors or such prospective Investors or such Rating Agency and anyand all information concerning the Property, the Leases, the financial condition of Borrower asmay be requested by Lender, any Investor, any prospective Investor or any Rating Agency inconnection with any Securitization, sale or transfer of the Loan or any Participations orSecurities. At the request of the holder of the Note and, to the extent not already required to beprovided by Borrower under this Loan Agreement, Borrower shall use reasonable efforts toprovide information not in the possession of the holder of the Note in order to satisfy the marketstandards to which the holder of the Note customarily adheres or which may be reasonablyrequired in the marketplace or by the Rating Agencies in connection with such Securitization,sales or transfers and take such actions as requested by Lender in good faith in connection withany Securitization, including, without limitation, to:

(a) provide updated financial statements and information (including budgetand other financial information with respect to each Individual Property and each Borrower andcooperate with Lender in obtaining, or causing to be prepared, modifications and/or updates tothe appraisals, market studies, environmental reviews and reports (Phase I reports and, ifappropriate, Phase II reports) and engineering reports of the Property obtained in connection withthe making of the Loan (all of the foregoing being referred to as the "Provided Information"),together, if customary, with appropriate verification and/or consents of the Provided Informationthrough letters of auditors reasonably acceptable to Lender and the Rating Agencies;

(b) make non-material changes to the organizational documents of any

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Borrower and any General Partner and their respective principals to the extent such non-materialrevisions to the organizational documents of the principals relate solely to the Single PurposeEntity nature of a Borrower, any General Partner, and any Mezzanine Borrower or its generalpartner;

(c) enter into any amendments or modifications to the Mortgage or to anyother Loan Document which may be requested by Lender to conform to Rating Agency ormarket standards for a Securitization provided that no such modification shall modify (i) theInterest Rate, (ii) the Maturity Date of the Note, (iii) the amortization of principal, (iv) Section18.32, (v) any other economic term of the Loan (other than to a de minimis extent) or (vi) anyprovision, the effect of which would increase Borrower's obligations (other than to a de minimisextent) or decrease Borrower's rights under the Loan Documents;

(d) cause counsel to render or update existing OpInIOn letters as toenforceability and non-consolidation which may be relied upon by the holder of the Note, theRating Agencies and their respective counsel and which shall be dated as of the closing date ofthe Securitization;

(e) permit site inspections, appraisals, market studies and other due diligenceinvestigations of the Property, as may be reasonably requested by the holder of the Note or theRating Agencies or as may be necessary or appropriate in connection with the Securitization;

(f) make the representations and warranties with respect to the Propertysubject to Borrower's knowledge upon inquiry after six (6) months have elapsed since theClosing Date, Borrower and the Loan Documents as are made in the Loan Documents (or, ifsuch representations are no longer accurate, certifying as to what modifications to therepresentations would be required to make such representations accurate as of the closing date ofthe Securitization);

(g) require Borrower to execute and deliver "component" notes (includingsenior and junior notes) in substitution for the Note, which notes may be paid in such order ofpriority as may be designated by Lender, provided that (i) the aggregate principal amount of such"component" notes shall equal the outstanding principal balance of the Loan immediately priorto the creation of such "component" notes, (ii) the weighted average interest rate of all such"component" notes shall at all times equal the interest rate which was applicable to the Loanimmediately prior to the creation of such "component" notes, (iii) the debt service payments onall such "component" notes shall on the date created and thereafter equal the debt servicepayment which was due under the Note immediately prior to the creation of such "component"notes, and (iv) the other terms and provisions of each of the "component" notes shall be identicalin substance and substantially similar in form to the Loan Documents. Borrower shall cooperatewith all reasonable requests of Lender in order to establish the "component" notes and shallexecute and deliver such documents as shall reasonably be required by Lender in connectiontherewith, all in form and substance reasonably satisfactory to Lender, including, withoutlimitation, the severance of security documents if requested;

(h) deliver to Lender certificates of the relevant Governmental Authorities inall relevant jurisdictions indicating the good standing and qualification of each Borrower as of

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the date of the closing date of the Securitization;

(i) have reasonably appropriate personnel participate in a bank meetingandlor presentation for the Rating Agencies or Investors; and

U) cooperate with Lender in obtaining ratings of the Securities from two (2)or more of the Rating Agencies.

If, at the time one or more Disclosure Documents are being prepared inconnection with a Securitization, Lender expects that Borrower alone or Borrower and one ormore of its Affiliates collectively, or the Property alone or the Property and any other parcel(s) ofreal property, together with improvements thereon and personal property related thereto, that is"related", within the meaning of the definition of Significant Obligor, to the Property (a "RelatedProperty") collectively, will be a Significant Obligor, then, upon Lender's request, Borrowershall, at Lender's sole cost and expense, promptly furnish to Lender upon request (a) the selectedfinancial data or, if applicable, net operating income, required under Item 1112(b)(1) ofRegulation AB and meeting the requirements thereof, if Lender expects that the principal amountof the Loan, together with any loans made to an Affiliate of Borrower or secured by a RelatedProperty that is included in a Securitization with the Loan (a "Related Loan"), as of the cut-offdate for such Securitization may, or if the principal amount of the Loan together with anyRelated Loans as of the cut-off date for such Securitization and at any time during which theLoan and any Related Loans are included in a Securitization does, equal or exceed ten percent(10%) (but less than twenty percent (20%» of the aggregate principal amount of all mortgageloans included or expected to be included, as applicable, in the Securitization or (b) the financialstatements required under Item 1112(b)(2) of Regulation AB and meeting the requirementsthereof, if Lender expects that the principal amount of the Loan together with any Related Loansas of the cut-off date for such Securitization may, or if the principal amount of the Loan togetherwith any Related Loans as of the cut-off date for such Securitization and at any time duringwhich the Loan and any Related Loans are included in a Securitization does, equal or exceedtwenty percent (20%) of the aggregate principal amount of all mortgage loans included orexpected to be included, as applicable, in the Securitization. Such financial data or financialstatements shall be furnished to Lender within fifteen (15) Business Days after notice fromLender in connection with the preparation of Disclosure Documents for the Securitization and,with respect to the data or financial statements required pursuant to this Section 18.30, (i) notlater than thirty (30) days after the end of each fiscal quarter of Borrower and (ii) not later thanseventy-five (75) days after the end of each Fiscal Year; provided, however, that Borrower shallnot be obligated to furnish financial data or financial statements pursuant to clauses (i) or (ii) ofthis sentence with respect to any period for which a filing pursuant to the Securities ExchangeAct of 1934 in connection with or relating to the Securitization is not required.

In the event any Borrower fails to deliver any such documents or information toLender as required pursuant to this Section 18.30 within ten (10) Business Days following suchrequest by Lender, each Borrower hereby absolutely and irrevocably appoints Lender as its trueand lawful attorney, coupled with an interest, in its name and stead to make and execute alldocuments necessary or desirable to effect such transactions, each such Borrower ratifying allthat such attorney shall do by virtue thereof, provided, that, Lender shall only be permitted to actwith such power of attorney during the continuance of an Event of Default. It shall be an Event

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of Default if any Borrower fails to comply with any of the terms, covenants or conditions of thisSection 18.30 after the expiration of ten (10) Business Days after notice thereof.

Section 18.31 Securitization Indemnification.

(a) Borrower understands that certain of the Provided' Information may beincluded in a Disclosure Document and may also be included in filings with the Securities andExchange Commission pursuant to the Securities Act or the Exchange Act, or provided or madeavailable to investors or prospective investors in the Securities, the Rating Agencies, and serviceproviders relating to the Securitization. In the event that the Disclosure Document is required tobe revised prior to the sale of all Securities, Borrower will cooperate with the holder of the Notein updating the Disclosure Document by providing all current information necessary to keep theDisclosure Document accurate and complete in all material respects.

(b) Borrower agrees to provide in connection with each Disclosure Document,at Lender's reasonable request, an indemnification certificate (a) certifying that Borrower hascarefully examined the provisions of the Disclosure Document reasonably designated in writingby Lender for Borrower's review and pertaining to any Borrower, the General Partner, theGuarantor, each of the foregoing's Affiliates, the Manager, the Property, the ManagementAgreement and any specific risks or special considerations relating thereto (but not includingrisks or special considerations relating to local or federal law) (collectively, the "RelevantPortions") and the Provided Information and that, to the best of Borrower's knowledge, suchRelevant Portions and Provided Information do not, except to the extent noted by Borrower inwriting to Lender if Borrower does not agree with the statements therein, as of the date of suchcertificate, contain any untrue statement of a material fact or omit to state a material factnecessary in order to make the statements made, in the light of the circumstances under whichthey were made, not misleading, (b) indemnifying Merrill and Wachovia (and for purposeshereof, Merrill and Wachovia hereunder shall include its officers and directors) and the Affiliateof Merrill and/or Wachovia that (i) has filed the Disclosure Document relating to any suchSecuritization and/or (ii) which is acting as issuer, depositor, sponsor and/or a similar capacitywith respect to any such Securitization (any Person described in (i) or (ii), an "Issuer Person"),and each director and officer of any Issuer Person, and each Person or entity who controls anyIssuer Person within the meaning of Section 15 of the Securities Act or Section 20 of theExchange Act (collectively, the "Issuer Group"), and each Person which is acting as anunderwriter, manager, placement agent, initial purchaser or similar capacity with respect to suchSecuritization, each of its directors and officers and each Person who controls any such Personwithin the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act(collectively, the "Underwriter Group") for any losses, costs or damages to which either Co-Lender, the Issuer Group or the Underwriter Group may become subject to the extent the lossesarise out of or are based upon any untrue statement of any material fact relating to any Borrower,the General Partner, the Guarantor, each of the foregoing's Affiliates, the Manager, the Propertyand the Management Agreement contained in the Relevant Portions and the ProvidedInformation (including any Investor or Rating Agency "term sheets" or presentations relating tothe Property andlor the Loan) or arise out of, or are based upon, the omission to state therein amaterial fact required to be stated in the Relevant Portions of the Disclosure Document in orderto make the statements in such Relevant Portions of the Disclosure Document in light of thecircumstances under which they were made, not misleading (except that (i) Borrower's

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obligation to indemnify in respect of any information contained in a Disclosure Document that isderived in part from information provided by a Borrower or any Affiliate of a Borrower and inpart from information provided by others unrelated to or not employed by a Borrower shall belimited to any untrue statement or omission of material fact therein known to Borrower thatresults directly from an error in any information provided (or which should have been provided)by Borrower and (ii) Borrower shall have no responsibility for (A) the failure of any member ofthe Underwriting Group to accurately transcribe written portions of the Provided Information,(B) any statements contained in any Disclosure Document to which Borrower or its authorizedrepresentatives have objected or which have not been updated pursuant to the above provisions,(C) numbers which have been submitted by Borrower and adjusted by the Issuer Group fromthose submitted by Borrower, to the extent of such adjustment, and (D) third party reports, suchas environmental and physical condition reports) (collectively the "Securities Liabilities") and(c) agreeing to reimburse each Co-Lender, the Issuer Group and the Underwriter Group for anylegal or other expenses reasonably incurred by such Co-Lender and Issuer Group in connectionwith investigating or defending the Securities Liabilities. This indemnity agreement will be inaddition to any liability which Borrower may otherwise have under the Loan Documents.Moreover, the indemnification provided for in clauses (b) andJ£l above in this Section 18.30(b)shall be effective whether or not an indemnification certificate described in clause (a) above inthis Section 18.30Cb)above is provided and shall be applicable based on information previouslyprovided by Borrower or its Affiliates if Borrower does not provide the indemnificationcertificate.

(c) In connection with filings under the Exchange Act or any informationprovided to holders of Securities on an ongoing basis, Borrower agrees to indemnify (i) each Co-Lender, the Issuer Group and the Underwriter Group for losses, costs and damages to which suchCo-Lender, the Issuer Group or the Underwriter Group may become subject insofar as theSecurities Liabilities arise out of or are based upon the omission or alleged omission to state inthe Provided Information a material fact required to be stated in the Provided Information inorder to make the statements in the Provided Information, in light of the circumstances underwhich they were made not misleading and (ii) reimburse each Co-Lender, the Issuer Group or theUnderwriter Group for any legal or other expenses reasonably incurred by each such Co-Lender,the Issuer Group or the Underwriter Group in connection with defending or investigating theSecurities Liabilities.

(d) Promptly after receipt by an indemnified party under this Loan Agreementof notice of the commencement of any action covered by the indemnification certificate (or, ifsuch certificate is not provided as required above, as covered by clause (b) above), suchindemnified party will, if a claim in respect thereof is to be made against the indemnifying partyunder this Loan Agreement, notify the indemnifying party in writing of the commencementthereof, but the omission to so notify the indemnifying party will not relieve the indemnifyingparty from any liability which the indemnifying party may have to any indemnified partyhereunder except to the extent that failure to notify causes prejudice to the indemnifying party.In the event that any action is brought against any indemnified party, and it notifies theindemnifying party of the commencement thereof, the indemnifying party will be entitled, jointlywith any other indemnifying party, to participate therein and, to the extent that it (or they) mayelect by written notice delivered to the indemnified party within a reasonable time after receivingthe aforesaid notice from such indemnified party, to assume the defense thereof with counsel

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reasonably satisfactory to such indemnified party. After such notice from the indemnifying partyto such indemnified party under this Loan Agreement the indemnifying party shall beresponsible for any legal or other expenses subsequently incurred by such indemnified party inconnection with the defense thereof other than reasonable costs of investigation; provided,however, if the defendants in any such action include both the indemnified party and theindemnifying party and the indemnified party shall have reasonably concluded that there are anylegal defenses available to it and/or other indemnified parties that are different from, in conflictwith or additional to those available to the indemnifying party, the indemnified party or partiesshall have the right to select separate counsel to assert such legal defenses and to otherwiseparticipate in the defense of such action on behalf of such indemnified party or parties. Theindemnifying party shall not be liable for the expenses of more than one such separate counselunless an indemnified party shall have reasonably concluded that there may be legal defensesavailable to it that are different from or additional to those available to another indemnifiedparty.

(e) In order to provide for just and equitable contribution in circumstances inwhich the indemnity certificate (or, if such certificate is not provided as required above, coveredby clause (b) or .c£l above) is for any reason held to be unenforceable by an indemnified party inrespect of any actual out-of-pocket losses, claims, damages or liabilities (or action in respectthereof) referred to therein which would otherwise be indemnifiable thereunder, theindemnifying party shall contribute to the amount paid or payable by the indemnified party as aresult of such losses, claims, damages or liabilities (or action in respect thereof); provided,however, that no Person guilty of fraudulent misrepresentation (within the meaning of Sectionll(f) of the Securities Act) shall be entitled to contribution from any Person who was not guiltyof such fraudulent misrepresentation. In determining the amount of contribution to which therespective parties are entitled, the following factors shall be considered: (i) the indemnifiedparty's and Borrower's relative knowledge and access to information concerning the matter withrespect to which claim was asserted; (ii) the opportunity to correct and prevent any statement oromission; and (iii) any other equitable considerations appropriate in the circumstances. Lenderand Borrower hereby agree that it would not be equitable if the amount of such contribution weredetermined by pro rata or per capita allocation.

(f) The liabilities and obligations of Borrower under this Section 18.31 shallsurvive the payment and discharge of the Debt and the release of the Mortgage and this LoanAgreement.

Section 18.32 Exculpation. Notwithstanding anything herein or in any otherLoan Document to the contrary, except as otherwise set forth in this Section 18.32 to thecontrary, Lender shall not enforce the liability and obligation of Borrower to perform andobserve the obligations contained in this Loan Agreement or any of the other Loan Documentsby any action or proceeding wherein a money judgment shall be sought against either Borrower,except that Lender may bring a foreclosure action, action for specific performance, or otherappropriate action or proceeding (including, without limitation, an action to obtain a deficiencyjudgment) solely for the purpose of enabling Lender to realize upon (i) Borrower's interest in theProperty, (ii) the Rent to the extent received by a Borrower during the continuance of an Event ofDefault and not delivered to Lender or applied towards the operation or maintenance of theProperty (all Rent covered by this clause (ii) being hereinafter referred to as the "Recourse

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Distributions") and (iii) any other collateral then subject to the Loan Documents (the collateraldescribed in the foregoing clauses (i) - (iii) is hereinafter referred to as the "Default Collateral");provided, however, that, except as specifically provided herein, any judgment in any such actionor proceeding shall be enforceable against Borrower only to the extent of Borrower's interest inany such Default Collateral, and Lender, by accepting the Note, this Loan Agreement and theother Loan Documents, agrees that it shall not sue for, seek or demand any deficiency judgmentagainst Borrower in any such action or proceeding under, or by reason of, or in connection with,the Note, this Loan Agreement or the other Loan Documents. The provisions of this Section18.32 shall not, however, (a) impair the validity of the Debt evidenced by the Note or in any wayaffect or impair the lien of this Loan Agreement, the Mortgage or any of the other LoanDocuments or the right of Lender to foreclose this Loan Agreement or the Mortgage during thecontinuance of an Event of Default; (b) impair the right of Lender to name any Borrower as aparty defendant in any action or suit for judicial foreclosure and sale under this Loan Agreementor the Mortgage; (c) impair the validity or enforceability of the Note, this Loan Agreement, orany of the other Loan Documents or impair the right of Lender to seek judgment against theGuarantor under the Guaranty; (d) impair the right of Lender to obtain the appointment of areceiver; (e) impair the enforcement of the Assignment; (f) impair the right of Lender to enforcethe liability and obligation of any Borrower, by money judgment or otherwise, to the extent ofany loss, damage, cost, expense, liability, claim or other obligation actually incurred by Lender(including reasonable out-of-pocket attorneys' fees and costs actually incurred for outsidecounsel, but excluding consequential, special or punitive damages) arising out of or inconnection with: (i) the intentional breach of any representation or warranty or the breach of anycovenant in this Loan Agreement concerning Environmental Statutes or Hazardous Materials andany indemnification of Lender with respect thereto set forth in Section 16.02 hereof, (ii) anyproceeding, action, petition or filing under the Bankruptcy Code, or any similar state or federallaw now or hereafter in effect relating to bankruptcy, reorganization or insolvency, or thearrangement or adjustment of debts, filed by a Borrower, or if a Borrower files an answerconsenting to or otherwise acquiescing in or joining in any involuntary petition or filing against aBorrower by any other Person under the Bankruptcy Code or any similar state or federal law nowor hereafter in effect relating to bankruptcy, reorganization or insolvency, or the arrangement oradjustment of debts; (iii) either Borrower instituting any proceeding for its dissolution orliquidation, or (iv) either Borrower making an assignment for the benefit of creditors; (g) preventor in any way hinder Lender from exercising, or constitute a defense, or counterclaim, or otherbasis for relief in respect of the exercise of, any other remedy against any or all of the DefaultCollateral as provided in the Loan Documents; (h) impair the right of Lender to sue for, seek ordemand a deficiency judgment against any Borrower solely for the purpose of foreclosing theProperty or any part thereof, or realizing upon the Default Collateral; provided, however, thatany such deficiency judgment referred to in this clause (h) shall be enforceable against Borroweronly to the extent of any of the Default Collateral; (i) impair the right of Lender to bring a suitfor a monetary judgment against any Borrower in the event of the exercise of any right orremedy under any federal, state or local forfeiture laws resulting in the loss of the lien of thisLoan Agreement or the Mortgage, or the priority thereof, against the Property; U) be deemed awaiver of any right which Lender may have under Sections 506(a), 506(b), llll(b) or any otherprovision of the Bankruptcy Code to file a claim for the full amount of the Debt or to require thatall collateral shall continue to secure all of the Debt; or (k) impair the right of Lender to bringsuit for monetary judgment against any Borrower with respect to any losses resulting from any

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claims, actions or proceedings initiated by a Borrower (or any Affiliate of a Borrower) allegingthat the relationship of Borrower and Lender is that of joint venturers, partners, tenants incommon, joint tenants or any relationship other than that of debtor and creditor.Notwithstanding anything contained in herein or in any other Loan Document or any certificategiven in connection therewith or pursuant thereto (the Loan Documents and each such certificate,collectively, the "Relevant Documents") to the contrary, none of either Borrower's direct orindirect constituent partners, members or principals, affiliates, nor any shareholder, director,officer, agent, employee or trustee of a Borrower or such constituent partners, members orprincipals, including, without limitation, Tishman Speyer Properties, L.P., Blackrock FinancialManagement, and any shareholder, partner, member, principal, director, officer, agent, employeeor trustee of Tishman Speyer Properties, L.P., Blackrock Financial Management or theirrespective subsidiaries and affiliates (collectively, the "Exculpated Parties"), shall be subject tolevy, execution or other enforcement procedure for the satisfaction of remedies of Lender or forany payment required to be made under the Relevant Documents or for the performance of anyof the covenants or warranties contained in any of the Relevant Documents or for any claimbased thereon or in respect thereof, nor shall any claim be brought against the ExculpatedParties, provided, that, in no event shall the foregoing be construed or deemed to limit theobligations of the Guarantor under the Guaranty.

Section 18.33 Servicing.

(a) At the option of Lender, and at no additional cost to Borrower, the Loanmay be serviced by a servicer (the "Servicer") selected by Lender and Lender may delegate all orany portion of its responsibilities under this Agreement and the other Loan Documents to theServicer pursuant to a servicing agreement (the "Servicing Agreement") between Lender andServicer. Borrower shall not be responsible for any set up fees or any other costs relating to orarising under the Servicing Agreement nor shall Borrower be responsible for payment of themonthly servicing fee due to the Servicer under the Servicing Agreement. Servicer shall,however, be entitled to reimbursement of costs and expenses as and to the same extent (butwithout duplication) as Lender is entitled thereto under the applicable provisions of thisAgreement and the other Loan Documents.

(b) Upon notice thereof from Lender, Servicer shall have the right to exerciseall rights of Lender and enforce all obligations of Borrower pursuant to the provisions of thisAgreement, the Note and the other Loan Documents.

Section 18.34 Co-Lenders.

(a) Borrower hereby acknowledges and agrees that notwithstanding the factthat the Loan may be serviced by Servicer, prior to a Securitization of the Loan, with respect toall requests for approval and consents hereunder and in every instance in which Lender's consentor approval is required, Borrower shall be required to obtain the consent and approval ofWachovia whose consent shall be conclusively deemed the consent of Lender hereunder. Allcopies of documents, reports, requests and other delivery obligations of Borrower requiredhereunder shall be delivered by Borrower to Servicer.

(b) Following the Closing Date (i) the liabilities of Lender shall be several and

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of Default if any Borrower fails to comply with any of the terms, covenants or conditions of thisSection 18.30 after the expiration of ten (10) Business Days after notice thereof.

Section 18.31 Securitization Indemnification.

(a) Borrower understands that certain of the Provided- Information may beincluded in a Disclosure Document and may also be included in filings with the Securities andExchange Commission pursuant to the Securities Act or the Exchange Act, or provided or madeavailable to investors or prospective investors in the Securities, the Rating Agencies, and serviceproviders relating to the Securitization. In the event that the Disclosure Document is required tobe revised prior to the sale of all Securities, Borrower will cooperate with the holder of the Notein updating the Disclosure Document by providing all current information necessary to keep theDisclosure Document accurate and complete in all material respects.

(b) Borrower agrees to provide in connection with each Disclosure Document,at Lender's reasonable request, an indemnification certificate (a) certifying that Borrower hascarefully examined the provisions of the Disclosure Document reasonably designated in writingby Lender for Borrower's review and pertaining to any Borrower, the General Partner, theGuarantor, each of the foregoing's Affiliates, the Manager, the Property, the ManagementAgreement and any specific risks or special considerations relating thereto (but not includingrisks or special considerations relating to local or federal law) (collectively, the "RelevantPortions") and the Provided Information and that, to the best of Borrower's knowledge, suchRelevant Portions and Provided Information do not, except to the extent noted by Borrower inwriting to Lender if Borrower does not agree with the statements therein, as of the date of suchcertificate, contain any untrue statement of a material fact or omit to state a material factnecessary in order to make the statements made, in the light of the circumstances under whichthey were made, not misleading, (b) indemnifying Merrill and Wachovia (and for purposeshereof, Merrill and Wachovia hereunder shall include its officers and directors) and the Affiliateof Merrill and/or Wachovia that (i) has filed the Disclosure Document relating to any suchSecuritization and/or (ii) which is acting as issuer, depositor, sponsor and/or a similar capacitywith respect to any such Securitization (any Person described in (i) or (ii), an "Issuer Person"),and each director and officer of any Issuer Person, and each Person or entity who controls anyIssuer Person within the meaning of Section 15 of the Securities Act or Section 20 of theExchange Act (collectively, the "Issuer Group"), and each Person which is acting as anunderwriter, manager, placement agent, initial purchaser or similar capacity with respect to suchSecuritization, each of its directors and officers and each Person who controls any such Personwithin the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act(collectively, the "Underwriter Group") for any losses, costs or damages to which either Co-Lender, the Issuer Group or the Underwriter Group may become subject to the extent the lossesarise out of or are based upon any untrue statement of any material fact relating to any Borrower,the General Partner, the Guarantor, each ofthe foregoing's Affiliates, the Manager, the Propertyand the Management Agreement contained in the Relevant Portions and the ProvidedInformation (including any Investor or Rating Agency "term sheets" or presentations relating tothe Property andlor the Loan) or arise out of, or are based upon, the omission to state therein amaterial fact required to be stated in the Relevant Portions of the Disclosure Document in orderto make the statements in such Relevant Portions of the Disclosure Document in light of thecircumstances under which they were made, not misleading (except that (i) Borrower's

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obligation to indemnify in respect of any information contained in a Disclosure Document that isderived in part from information provided by a Borrower or any Affiliate of a Borrower and inpart from information provided by others unrelated to or not employed by a Borrower shall belimited to any untrue statement or omission of material fact therein known to Borrower thatresults directly from an error in any information provided (or which should have been provided)by Borrower and (ii) Borrower shall have no responsibility for (A) the failure of any member ofthe Underwriting Group to accurately transcribe written portions of the Provided Information,(B) any statements contained in any Disclosure Document to which Borrower or its authorizedrepresentatives have objected or which have not been updated pursuant to the above provisions,(C) numbers which have been submitted by Borrower and adjusted by the Issuer Group fromthose submitted by Borrower, to the extent of such adjustment, and (D) third party reports, suchas environmental and physical condition reports) (collectively the "Securities Liabilities") and(c) agreeing to reimburse each Co-Lender, the Issuer Group and the Underwriter Group for anylegal or other expenses reasonably incurred by such Co-Lender and Issuer Group in connectionwith investigating or defending the Securities Liabilities. This indemnity agreement will be inaddition to any liability which Borrower may otherwise have under the Loan Documents.Moreover, the indemnification provided for in clauses (b) andJ£l above in this Section 18.30Cb)shall be effective whether or not an indemnification certificate described in clause (a) above inthis Section 18.30(b) above is provided and shall be applicable based on information previouslyprovided by Borrower or its Affiliates if Borrower does not provide the indemnificationcertificate.

(c) In connection with filings under the Exchange Act or any informationprovided to holders of Securities on an ongoing basis, Borrower agrees to indemnify (i) each Co-Lender, the Issuer Group and the Underwriter Group for losses, costs and damages to which suchCo-Lender, the Issuer Group or the Underwriter Group may become subject insofar as theSecurities Liabilities arise out of or are based upon the omission or alleged omission to state inthe Provided Information a material fact required to be stated in the Provided Information inorder to make the statements in the Provided Information, in light of the circumstances underwhich they were made not misleading and (ii) reimburse each Co-Lender, the Issuer Group or theUnderwriter Group for any legal or other expenses reasonably incurred by each such Co-Lender,the Issuer Group or the Underwriter Group in connection with defending or investigating theSecurities Liabilities.

(d) Promptly after receipt by an indemnified party under this Loan Agreementof notice of the commencement of any action covered by the indemnification certificate (or, ifsuch certificate is not provided as required above, as covered by clause (b) above), suchindemnified party will, if a claim in respect thereof is to be made against the indemnifying partyunder this Loan Agreement, notify the indemnifying party in writing of the commencementthereof, but the omission to so notify the indemnifying party will not relieve the indemnifyingparty from any liability which the indemnifying party may have to any indemnified partyhereunder except to the extent that failure to notify causes prejudice to the indemnifying party.In the event that any action is brought against any indemnified party, and it notifies theindemnifying party of the commencement thereof, the indemnifying party will be entitled, jointlywith any other indemnifying party, to participate therein and, to the extent that it (or they) mayelect by written notice delivered to the indemnified party within a reasonable time after receivingthe aforesaid notice from such indemnified party, to assume the defense thereof with counsel

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reasonably satisfactory to such indemnified party. After such notice from the indemnifying partyto such indemnified party under this Loan Agreement the indemnifying party shall beresponsible for any legal or other expenses subsequently incurred by such indemnified party inconnection with the defense thereof other than reasonable costs of investigation; provided,however, if the defendants in any such action include both the indemnified party and theindemnifying party and the indemnified party shall have reasonably concluded that there are anylegal defenses available to it and/or other indemnified parties that are different from, in conflictwith or additional to those available to the indemnifying party, the indemnified party or partiesshall have the right to select separate counsel to assert such legal defenses and to otherwiseparticipate in the defense of such action on behalf of such indemnified party or parties. Theindemnifying party shall not be liable for the expenses of more than one such separate counselunless an indemnified party shall have reasonably concluded that there may be legal defensesavailable to it that are different from or additional to those available to another indemnifiedparty.

(e) In order to provide for just and equitable contribution in circumstances inwhich the indemnity certificate (or, if such certificate is not provided as required above, coveredby clause (b) or ifl above) is for any reason held to be unenforceable by an indemnified party inrespect of any actual out-of-pocket losses, claims, damages or liabilities (or action in respectthereof) referred to therein which would otherwise be indemnifiable thereunder, theindemnifying party shall contribute to the amount paid or payable by the indemnified party as aresult of such losses, claims, damages or liabilities (or action in respect thereof); provided,however, that no Person guilty of fraudulent misrepresentation (within the meaning of Section11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guiltyof such fraudulent misrepresentation. In determining the amount of contribution to which therespective parties are entitled, the following factors shall be considered: (i) the indemnifiedparty's and Borrower's relative knowledge and access to information concerning the matter withrespect to which claim was asserted; (ii) the opportunity to correct and prevent any statement oromission; and (iii) any other equitable considerations appropriate in the circumstances. Lenderand Borrower hereby agree that it would not be equitable if the amount of such contribution weredetermined by pro rata or per capita allocation.

(f) The liabilities and obligations of Borrower under this Section 18.31 shallsurvive the payment and discharge of the Debt and the release of the Mortgage and this LoanAgreement.

Section 18.32 Exculpation. Notwithstanding anything herein or in any otherLoan Document to the contrary, except as otherwise set forth in this Section 18.32 to thecontrary, Lender shall not enforce the liability and obligation of Borrower to perform andobserve the obligations contained in this Loan Agreement or any of the other Loan Documentsby any action or proceeding wherein a money judgment shall be sought against either Borrower,except that Lender may bring a foreclosure action, action for specific performance, or otherappropriate action or proceeding (including, without limitation, an action to obtain a deficiencyjudgment) solely for the purpose of enabling Lender to realize upon (i) Borrower's interest in theProperty, (ii) the Rent to the extent received by a Borrower during the continuance of an Event ofDefault and not delivered to Lender or applied towards the operation or maintenance of theProperty (all Rent covered by this clause (ii) being hereinafter referred to as the "Recourse

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Distributions") and (iii) any other collateral then subject to the Loan Documents (the collateraldescribed in the foregoing clauses (i) - (iii) is hereinafter referred to as the "Default Collateral");provided, however, that, except as specifically provided herein, any judgment in any such actionor proceeding shall be enforceable against Borrower only to the extent of Borrower's interest inany such Default Collateral, and Lender, by accepting the Note, this Loan Agreement and theother Loan Documents, agrees that it shall not sue for, seek or demand any deficiency judgmentagainst Borrower in any such action or proceeding under, or by reason of, or in connection with,the Note, this Loan Agreement or the other Loan Documents. The provisions of this Section18.32 shall not, however, (a) impair the validity of the Debt evidenced by the Note or in any wayaffect or impair the lien of this Loan Agreement, the Mortgage or any of the other LoanDocuments or the right of Lender to foreclose this Loan Agreement or the Mortgage during thecontinuance of an Event of Default; (b) impair the right of Lender to name any Borrower as aparty defendant in any action or suit for judicial foreclosure and sale under this Loan Agreementor the Mortgage; (c) impair the validity or enforceability of the Note, this Loan Agreement, orany of the other Loan Documents or impair the right of Lender to seek judgment against theGuarantor under the Guaranty; (d) impair the right of Lender to obtain the appointment of areceiver; (e) impair the enforcement of the Assignment; (f) impair the right of Lender to enforcethe liability and obligation of any Borrower, by money judgment or otherwise, to the extent ofany loss, damage, cost, expense, liability, claim or other obligation actually incurred by Lender(including reasonable out-of-pocket attorneys' fees and costs actually incurred for outsidecounsel, but excluding consequential, special or punitive damages) arising out of or inconnection with: (i) the intentional breach of any representation or warranty or the breach of anycovenant in this Loan Agreement concerning Environmental Statutes or Hazardous Materials andany indemnification of Lender with respect thereto set forth in Section 16.02 hereof, (ii) anyproceeding, action, petition or filing under the Bankruptcy Code, or any similar state or federallaw now or hereafter in effect relating to bankruptcy, reorganization or insolvency, or thearrangement or adjustment of debts, filed by a Borrower, or if a Borrower files an answerconsenting to or otherwise acquiescing in or joining in any involuntary petition or filing against aBorrower by any other Person under the Bankruptcy Code or any similar state or federal law nowor hereafter in effect relating to bankruptcy, reorganization or insolvency, or the arrangement oradjustment of debts; (iii) either Borrower instituting any proceeding for its dissolution orliquidation, or (iv) either Borrower making an assignment for the benefit of creditors; (g) preventor in any way hinder Lender from exercising, or constitute a defense, or counterclaim, or otherbasis for relief in respect of the exercise of, any other remedy against any or all of the DefaultCollateral as provided in the Loan Documents; (h) impair the right of Lender to sue for, seek ordemand a deficiency judgment against any Borrower solely for the purpose of foreclosing theProperty or any part thereof, or realizing upon the Default Collateral; provided, however, thatany such deficiency judgment referred to in this clause (h) shall be enforceable against Borroweronly to the extent of any of the Default Collateral; (i) impair the right of Lender to bring a suitfor a monetary judgment against any Borrower in the event of the exercise of any right orremedy under any federal, state or local forfeiture laws resulting in the loss of the lien of thisLoan Agreement or the Mortgage, or the priority thereof, against the Property; U) be deemed awaiver of any right which Lender may have under Sections 506(a), 506(b), llll(b) or any otherprovision of the Bankruptcy Code to file a claim for the full amount of the Debt or to require thatall collateral shall continue to secure all of the Debt; or (k) impair the right of Lender to bringsuit for monetary judgment against any Borrower with respect to any losses resulting from any

UgAcliv~ S719959.12 -123-

claims, actions or proceedings initiated by a Borrower (or any Affiliate of a Borrower) allegingthat the relationship of Borrower and Lender is that of joint venturers, partners, tenants incornmon, joint tenants or any relationship other than that of debtor and creditor.Notwithstanding anything contained in herein or in any other Loan Document or any certificategiven in connection therewith or pursuant thereto (the Loan Documents and each such certificate,collectively, the "Relevant Documents") to the contrary, none of either Borrower's direct orindirect constituent partners, members or principals, affiliates, nor any shareholder, director,officer, agent, employee or trustee of a Borrower or such constituent partners, members orprincipals, including, without limitation, Tishman Speyer Properties, L.P., Blackrock FinancialManagement, and any shareholder, partner, member, principal, director, officer, agent, employeeor trustee of Tishrnan Speyer Properties, L.P., Blackrock Financial Management or theirrespective subsidiaries and affiliates (collectively, the "Exculpated Parties"), shall be subject tolevy, execution or other enforcement procedure for the satisfaction of remedies of Lender or forany payment required to be made under the Relevant Documents or for the performance of anyof the covenants or warranties contained in any of the Relevant Documents or for any claimbased thereon or in respect thereof, nor shall any claim be brought against the ExculpatedParties, provided, that, in no event shall the foregoing be construed or deemed to limit theobligations of the Guarantor under the Guaranty.

Section 18.33 Servicing.

(a) At the option of Lender, and at no additional cost to Borrower, the Loanmay be serviced by a servicer (the "Servicer") selected by Lender and Lender may delegate all orany portion of its responsibilities under this Agreement and the other Loan Documents to theServicer pursuant to a servicing agreement (the "Servicing Agreement") between Lender andServicer. Borrower shall not be responsible for any set up fees or any other costs relating to orarising under the Servicing Agreement nor shall Borrower be responsible for payment of themonthly servicing fee due to the Servicer under the Servicing Agreement. Servicer shall,however, be entitled to reimbursement of costs and expenses as and to the same extent (butwithout duplication) as Lender is entitled thereto under the applicable provisions of thisAgreement and the other Loan Documents.

(b) Upon notice thereof from Lender, Servicer shall have the right to exerciseall rights of Lender and enforce all obligations of Borrower pursuant to the provisions of thisAgreement, the Note and the other Loan Documents.

Section 18.34 Co-Lenders.

(a) Borrower hereby acknowledges and agrees that notwithstanding the factthat the Loan may be serviced by Servicer, prior to a Securitization of the Loan, with respect toall requests for approval and consents hereunder and in every instance in which Lender's consentor approval is required, Borrower shall be required to obtain the consent and approval ofWachovia whose consent shall be conclusively deemed the consent of Lender hereunder. Allcopies of documents, reports, requests and other delivery obligations of Borrower requiredhereunder shall be delivered by Borrower to Servicer.

(b) Following the Closing Date (i) the liabilities of Lender shall be several and

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not joint, (ii) no Co-Lender shall be responsible for the obligations of the other Co-Lenders, and(iii) each Co-Lender shall be liable to Borrower only for its Ratable Share of the Loan.Notwithstanding anything to the contrary herein, all indemnities by Borrower and obligations forcosts, expenses, damages or advances set forth herein shall run to and benefit each Co-Lender inaccordance with its Ratable Share.

Section 18.35 Intentionally Omitted.

Section 18.36 Book Entry System. Lender, acting solely for this purpose as anagent of Borrower, shall maintain at one of its offices a copy of each assignment or participationagreement delivered to it and a register for the recordation of the names and addresses of Lender,and the principal amounts of the Loans owing to Lender pursuant to the terms hereof from timeto time (the "Register"). The entries in the Register shall be conclusive, and Borrower andLender may treat each Person whose name is recorded in the Register pursuant to the termshereof as Lender hereunder for all purposes of this Loan Agreement, notwithstanding notice tothe contrary. The Register shall be available for inspection by Borrower and Lender, at anyreasonable time and from time to time upon reasonable prior notice. It is intended that thisSection 18.36 constitute a "book entry system" within the meaning of u.S. Treasury RegulationSection 1.871-14(c)(1)(i)(B) and shall be interpreted consistently therewith.

Section 18.37 Payments Without Deductions; Withholding Taxes; WithholdingCertificates. All payments made by Borrower hereunder shall be made free and clear of, andwithout reduction for or on account of, income, stamp or other taxes, levies, imposts, duties,charges, fees, deductions, reserves or withholdings imposed, levied, collected, withheld orassessed by any Governmental Authority (excluding income, franchise and other similar taxesimposed on Lender), which are imposed, enacted or become effective after the date hereof. Inthe event that Lender or any successor and/or assign of Lender is not incorporated under the lawsof the United States of America or a state thereof, Lender agrees that, prior to the first date onwhich any payment is due such entity hereunder or under the Note, it will deliver to Borrowertwo (2) duly completed and valid copies of United States Internal Revenue Service Form W-8BEN, Form W-8IMY and/or Form W-8ECI or successor applicable form including anynecessary attachments, as the case may be, certifying in each case that such entity is entitled toreceive payments under the Note, without deduction or withholding of any United States federalincome taxes and to establish an exemption from United States backup withholding tax (in whichcase Borrower shall not deduct or withhold any United States federal income tax). Lender or anysuccessor and/or assign of Lender that is incorporated under the laws of the United States ofAmerica or a state thereof agrees that, promptly after written request of Borrower, it will deliverto Borrower a United States Internal Revenue Service Form W-9 or successor applicable form,as the case may be, to establish exemption from United States backup withholding tax. Providedno Event of Default is continuing, if required by applicable law, Borrower is hereby authorizedto deduct from any payments due to Lender under the Note and this Agreement the amount ofany withholding taxes resulting from Lender's failure to comply with this Section 18.36. In theevent any withholding tax becomes due and payable during the continuance of an Event ofDefault, then (a) the sum payable by Borrower shall be increased as necessary so that aftermaking all required deductions (including deductions applicable to additional sums payableunder this Section 18.37) Lender receives an amount equal to the sum it would have received hadno such deductions been made, (b) the Borrower shall make such deductions and (c) the

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Borrower shall pay the full amount deducted to the relevant Governmental Authority inaccordance with applicable law.

ARTICLE XIXRELEASES AND SUBORDINATE FINANCING

Section 19.01 Releases of Release Assets. Upon satisfaction of the terms andconditions set forth in this Section 19.01, Lender shall release from the Mortgage (hereinafter, a"Release") (a) one or more individual buildings (including a building that has its own addresseven if part of another cluster of buildings which is referred to herein as an "Attached Building")that are a part of an Individual Property (each, including any Attached Building, a "ReleaseBuilding"), (b) an entire Individual Property (each, a "Release Property") or (c) one or moreindividual parcels of undeveloped land that are a part of an Individual Property (each, a "ReleaseParcel"; together with each Release Building and each Release Property, individually orcollectively, a "Release Asset"):

(a) The applicable Borrower shall have effectuated a Partial Defeasance Event(as defined in the Note) with respect to the Release Asset pursuant to Section 2.3(e) of the Notein accordance with the requirements set forth therein;

(b) The amount of the Partial Defeasance Collateral (as defined in the Note)that is delivered by Borrower shall equal (the "Release Amount") (i) if such Release Asset is aRelease Property, 110% of the Allocated Loan Amount for such Release Property, or (ii) if suchRelease Asset is a Release Building or a Release Parcel, an amount equal to the greater of (A)110% of the appraised value of such Release Building or Release Parcel, as the case may be, asdetermined by an appraisal prepared by an Independent appraiser selected by Lender and datednot more than 120 days prior to the proposed date of Release and (B) if applicable, theDisposition Proceeds received by Borrower with respect to such Release Building or ReleaseParcel, as the case may be (the amount in clause (ii), the "Building/Parcel Release Amount"),which, in the case of both ill and fu}, shall be allocated to each of Note A-I, Note A-2, Note A-3, Note A-4, Note A-5 and Note A-6 pro rata based on the principal amount evidenced by eachsuch Note (the "Pro-Rated Allocated Note Amount"), and with respect to the BuildinglParcelRelease Amount, shall be allocated to the Loan and each of the Mezzanine Loans pro rata basedon the principal balance of the Loan and each such Mezzanine Loan;

(c) After giving effect to the proposed Release, (i) with respect to a ReleaseProperty, the Property remaining subject to the lien of the Mortgage shall provide a Debt ServiceCoverage of not less than the greater of (A) 1.00:1.00 or (B) the Debt Service Coverage of theLoan immediately prior to the Release, in each case as reasonably determined by Lender and (ii)with respect to the first ten (10) Releases of a Release Building or Release Parcel (it being agreedthat if there has been one or more Releases of Development Rights, the same shall be counted inthe first ten (10) Releases hereunder), the portion of the Property remaining subject to the lien ofthe Mortgage shall provide a Debt Service Coverage of not less than the lesser of (A) DebtService Coverage of the Loan immediately prior to the Release and (B) 1.00:1.00 and withrespect to each Release of a Release Building or Release Parcel thereafter, the Propertyremaining subject to the lien of the Mortgage shall provide a Debt Service Coverage of not lessthan 1.00:1.00. Each calculation hereunder shall be performed by Borrower and confirmed by

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Lender;

(d) After giving effect to the proposed Release, (i) with respect to a ReleaseProperty, the Property remaining subject to the lien of the Mortgage shall provide a Loan-to-Value Ratio of not more than seventy percent (70%) and (ii) with respect to a Release Buildingor a Release Parcel, the Property remaining subject to the lien of the Mortgage shall provide aParcel Loan-to-Value Ratio of not more than seventy percent (70%), provided, that, therequirements of this clause (ii) shall only apply if the Borrower has already caused the Release often (10) Release Buildings and/or Release Parcels and/or Development Rights in the aggregateprior to such Release;

(e) Borrower shall provide Lender with evidence reasonably acceptable to aprudent mortgage lender that any Release Building or Release Parcel is not required to be ownedin fee by the owner of the balance of the affected Property for purposes of any govemmentallaw,rule or regulation, or necessary or appropriate to satisfy or facilitate the requirements or terms ofany Lease;

(f) Borrower shall deliver to Lender a "comfort letter" from the title companythat issued the Lender's title insurance policy which would be reasonably acceptable to a prudentmortgage lender and which (i) insures that there is no change in the priority of the Mortgage onthe balance of the related Individual Property (exclusive of the Release Asset) as of the date onwhich Lender's title insurance policy was originally issued; and (ii) insures the rights andbenefits under any new or amended reciprocal easement agreement or such other agreementrequired pursuant to clause (g) below that has been executed and recorded, if any;

(g) Borrower delivers to Lender (A) evidence which would be reasonablysatisfactory to a prudent lender that (1) the Release Building or Release Parcel, as the case maybe, has been or concurrently with the release will be legally subdivided from the remainder of therelated Individual Property, and (2) the Release Building or Release Parcel, as the case may be,(together with any appurtenant easements or other rights with respect to adjacent property) is notnecessary for the related Individual Property to comply with any zoning, building, land use orparking or other similar applicable Legal Requirements with respect to the related IndividualProperty or for the then current use of the related Individual Property, including withoutlimitation for access, driveways, parking, utilities or drainage or, to the extent that the ReleaseBuilding or Release Parcel, as the case may be, is necessary for any such purpose, a reciprocaleasement agreement or other agreement has been executed and recorded that would allow theowner of the related Individual Property to continue to use the Release Building or ReleaseParcel, as the case may be, to the extent necessary for such purpose, which reciprocal easementagreement shall be superior to the Mortgage and (B) a certificate executed by an officer of theBorrower stating that to Borrower's knowledge, after giving effect to such transfer, each of theRelease Building or Release Parcel, as the case may be, and the balance of the related IndividualProperty (together with any appurtenant easements or other rights with respect to adjacentproperty) conforms to and is in compliance in all material respects with applicable LegalRequirements (including, zoning, use and density) and constitutes or will constitute a separatetax lot upon such transfer;

(h) Borrower shall provide evidence reasonably acceptable to a prudent

USActive 6718959.12 -127-

mortgage lender that, following the Release of a Release Building or Release Parcel, as the casemay be, the remaining affected Individual Property shall have available to it all necessary utilityand other services for the development, use, occupancy and operation of the remaining portion ofthe affected Individual Property, and adequate, free, unimpeded and unencumbered access forpedestrian and vehicular ingress and egress onto all adjacent public roads at such locations as arereasonably necessary for the development, use, occupancy and operation of the affectedProperty;

(i) Borrower shall provide Lender with a survey of the remaining parcelsconstituting the affected Individual Property, reasonably satisfactory to Lender, prepared by aland surveyor registered in the state in which the affected Individual Property is located andcertified to Lender, its successors and assigns, and the title insurer, in form reasonably acceptableto a prudent mortgage lender, containing only the Permitted Encumbrances and any otherexceptions and state of facts reasonably approved by a prudent mortgage lender;

0) With respect to an Attached Building, Borrower shall have providedevidence reasonably acceptable to a prudent mortgage lender that, following the Release of anAttached Building, the other buildings attached thereto shall have separately metered utilities andother services for the use, occupancy and operation of such other buildings attached to theAttached Building and to the extent the same would be reasonably required by a prudentmortgage lender, Borrower shall have delivered party wall agreements adequately protecting theowner of the buildings attached to the Attached Building;

(k) Borrower delivers an Officer's Certificate certifying that it is notreasonably likely or foreseeable that the release of the Release Building or Release Parcel, as thecase may be, will cause at any time any material discontinuation or disruption of the business oroperations conducted at the related Property (taking into account both the extent and the durationof such discontinuation or disruption);

(1) Borrower shall simultaneously with the release of the Release Buildingtransfer title to the Release Building or Release Parcel, as the case may be, to a Person(s) otherthan a Borrower, any General Partner,· any Mezzanine Borrower or any general partner ormanaging member thereof;

(m) Borrower shall pay to Lender any and all sums then due and payable underthis Loan Agreement and allocated to the Release Asset;

(n) Borrower shall pay all of Lender's reasonable out-of-pocket costs andexpenses (including, without limitation, reasonable out-of-pocket attorneys' fees and expenses)incurred in connection with the Release;

(0) with respect to a Release Parcel, such Release Parcel shall be undevelopedand shall not include any amenities that are consistent with, and ancillary to, the use of theProperty that exists on the Closing Date (by example, a playground or designated public gardens)unless Borrower delivers evidence that would be reasonably acceptable to a prudent mortgagelender that Borrower agrees to (within a reasonable period of time), and reasonably demonstratesthat it will be able to, replicate such amenities and ancillary uses on other portions of the

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Property reasonably close in proximity to the location such amenities and ancillary uses wereoriginally located;

(p) each Mezzanine Borrower shall have paid the applicable MezzanineRelease Amount for such Release Asset and each Mezzanine Lender shall have consented to theRelease of such Release Asset from the Lien of the Mortgage to the extent required pursuant tothe related Mezzanine Loan Documents; and

(q) with respect to an Attached Building, such Attached Building shall notinclude any amenities, ancillary uses or services that are used by the tenants and owner of thebuildings attached to the Attached Building unless Borrower delivers evidence that would bereasonably acceptable to a prudent mortgage lender that Borrower agrees to promptly (and in anyevent within a reasonable period of time), and reasonably demonstrates that it will be able to,replicate such amenities, services and ancillary uses in the other buildings attached to theAttached Building or the applicable Borrower shall have delivered and recorded an executedreciprocal easement agreement between the Attached Building and the related attached buildingsallowing the occupants and users thereof continued uninterrupted use of such amenities, ancillaryuses and services.

Borrower acknowledges and agrees that in the event the Borrower wants to causea release of the entire Property, Borrower shall be required to effectuate a Defeasance Event (asdefined in the Note) with respect thereto as required pursuant to Section 2.3(d) of the Note.

Section 19.02 Subordinate Financing.

At any time during the period commencing on the Payment Date in November2011 and ending on the Payment Date in May 2013 (the "Availability Period"), Borrower shallhave the one-time right to obtain additional financing secured by either Individual Property orthe Property in its entirety ("Future Additional Debt") provided that the conditions set forth inclause (a) or {Q} of this Section 19.02, as applicable, are satisfied.

(a) In the event Borrower elects to obtain Future Additional Debt that is paripassu with the Loan and the lien of the Mortgage (hereinafter, "Pari Passu Debt"), Borrowershall deliver written notice to Lender not less than sixty (60) days prior to the proposed closingdate of the Pari Passu Debt and provided no Event of Default exists on the date such notice isdelivered and on the closing date of the Pari Passu Debt, such Pari Passu Debt shall be permittedupon satisfaction of the following conditions:

(i) the interest rate payable by Borrower on the Pari Passu Debt shall be afixed rate of interest or a floating rate of interest that is capped with a maximum interestrate payable by Borrower thereunder;

(ii) the Loan-to-Value Ratio, after giving effect to the Pari Passu Debt (andany Subordinate Debt), shall not be more than seventy percent (70%);

(iii) the Debt Service Coverage, after giving effect to the Pari Passu Debt (andany Subordinate Debt), shall be equal to or greater than 1.30:1.00, it being acknowledgedand agreed that the rate of interest for the Pari Passu Debt used in the calculation of Debt

USActive 6718959.12 -129-

Service Coverage shall be (a) if the Pari Passu Debt has a fixed rate of interest, suchactual fixed rate of interest or (b) if the Pari Passu Debt has a floating rate of interest, themaximum rate that could be payable by the Borrower thereunder;

(iv) the maturity date of the Pari Passu Debt shall be the same as the MaturityDate and shall not have any extension periods;

(v) the lender and any subsequent holder of the Pari Passu Debt shall be aQualified Institutional Lender and such lender shall enter into a co-lender agreement inthe form attached hereto as Exhibit G;

(vi) each Rating Agency shall have confirmed that any rating issued by theRating Agency in connection with a Securitization will not, as a result of the Borrowerobtaining the Pari Passu Debt, be downgraded from the then current ratings thereof,qualified or withdrawn;

(vii) Borrower shall enter into such documentation that would be reasonablyrequired by a prudent mortgage lender similarly situated to the Lender in order toevidence the existence of the Pari Passu Debt;

(viii) the Borrower's loan documents for the Pari Passu Debt shall be in a formthat would be reasonably acceptable to prudent mortgage lender similarly situated to theLender;

(ix) the maximum amount of such Pari Passu Debt, when aggregated with anySubordinate Debt, shall not exceed $300,000,000;

(x) the closing date for the Pari Passu Debt shall be during the AvailabilityPeriod and shall be the same date as closing date for the Subordinate Debt, if any; and

(xi) Borrower shall pay all of Lender's costs and expenses (including, withoutlimitation, reasonable out-of-pocket attorneys' fees and expenses) incurred in connectionwith this Section 19.02(a).

(b) In the event Borrower elects to obtain Future Additional Debt that issubordinate to the most junior Mezzanine Loan then outstanding and secured by membershipinterest in the then most junior Mezzanine Borrower (hereinafter, "Subordinate Debt"), Borrowershall deliver written notice to Lender not less than sixty (60) days prior to the proposed closingdate of the Subordinate Debt and provided no Event of Default exists on the date such notice isdelivered and on the closing date of the Subordinate Debt, such Subordinate Debt shall bepermitted upon satisfaction of the following conditions:

(i) the borrower under the Subordinate Debt shall be a newly-formedbankruptcy-remote Single Purpose Entity ("Subordinate Debt Borrower");

(ii) the interest rate payable by Subordinate Debt Borrower on the SubordinateDebt shall be a fixed rate of interest or a floating rate of interest that is capped with amaximum interest rate payable by Subordinate Debt Borrower thereunder;

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(iii) the Loan-to-Value Ratio, after giving effect to the Subordinate Debt (andany Pari Passu Debt), shall not be more than seventy percent (70%);

(iv) the Debt Service Coverage, after giving effect to the Subordinate Debt(and any Pari Passu Debt), shall be equal to or greater than 1.30: 1.00, it beingacknowledged and agreed that the rate of interest for the Subordinate Debt used in thecalculation of Debt Service Coverage shall be (a) if the Subordinate Debt has a fixed rateof interest, such actual fixed rate of interest or (b) if the Subordinate Debt has a floatingrate of interest, the maximum rate that could be payable by the Subordinate DebtBorrower thereunder;

(v) the maturity date of the Subordinate Debt shall be the same as theMaturity Date and shall not have any extension periods;

(vi) the lender and any subsequent holder of the Subordinate Debt shall be aQualified Institutional Lender and such lender shall enter into an intercreditor agreementacceptable to a prudent mortgage lender similarly situated to the Lender;

(vii) each Rating Agency shall have confirmed that any rating issued by theRating Agency in connection with a Securitization will not, as a result of the SubordinateDebt Borrower obtaining the Subordinate Debt (together with any Pari Passu Debt), bedowngraded from the then current ratings thereof, qualified or withdrawn;

(viii) Subordinate Debt Borrower shall enter into such documentation thatwould be reasonably required by a prudent mortgage lender similarly situated to theLender in order to evidence the existence of the Subordinate Debt;

(ix) the Subordinate Debt Borrower's loan documents for the SubordinateDebt shall be in a form that would be reasonably acceptable to prudent mortgage lendersimilarly situated to the Lender;

(x) the Subordinate Debt shall not affect or diminish the Lien of the Mortgagein any respect and the Subordinate Debt shall not be secured by the Property or the Rents;

(xi) the maximum amount of such Subordinate Debt, when aggregated withany Pari Passu Debt, shall not exceed $300,000,000;

(xii) the closing date for the Subordinate Debt shall be during the AvailabilityPeriod and shall be the same date as the closing date for the Pari Passu Debt, if any; and

(xiii) Borrower shall pay all of Lender's costs and expenses (including, withoutlimitation, reasonable out-of-pocket attorneys' fees and expenses) incurred in connectionwith this Section 19.02(b).

Section 19.03 Releases of Casualty Parcels and Condemnation Parcels andDevelopment Rights. In connection with Borrower's election to repay the Casualty ParcelAllocated Debt, Condemnation Parcel Allocated Debt or Development Rights Allocated LoanAmount, Borrower shall have first satisfied the following conditions prior to receiving a release

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of the lien of the Mortgage with respect to the applicable Casualty Parcels, CondemnationParcels or Development Rights, as the case may be:

(a) (i) With respect to the release of a Casualty Parcel or a CondemnationParcel, Borrower shall have paid to Lender the applicable Casualty Parcel Allocated Debt orCondemnation Proceeds Allocated Debt, as the case may be, and (ii) with respect to the releaseof Development Rights, (y) if such release occurs prior to the Lockout Expiration Date (asdefined in the Note), Borrower shall have paid to Lender the Development Rights AllocatedLoan Amount plus the applicable Development Rights YM Premium, or (z) if such releaseoccurs on or after the Lockout Expiration Date, Borrower shall have paid to Lender theDevelopment Rights Allocated Loan Amount (without the payment of any premium), as the casemay be, in each case which shall be allocated to the Loan and each of the Mezzanine Loans prorata based on the principal balance of the Loan and each such Mezzanine Loan;

(b) With respect to the release of Casualty Parcels, Borrower shall havesatisfied each of the conditions set forth in Sections 19.01(c)(ii), @(ill, ~-.ill and {Q}- {g}as ifeach condition were expressly set forth in this Section 19.03 as being applicable to the CasualtyParcels and with respect to the release of Development Rights, Borrower shall have satisfiedeach of the conditions set forth in Sections 19.01(g) and .illas if each condition were expresslyset forth in this Section 19.03 as being applicable to the Development Rights;

(c) Not less than five (5) days prior to the proposed date of the release theapplicable Borrower shall have delivered to Lender drafts of any applicable release,reconveyance, severance or assignment documents (which shall be subject to Lender's approval,which shall not be unreasonably withheld or delayed) which shall be in a form appropriate in theCounty of New York, State of New York and that contains standard provisions, if any, protectingthe rights of the releasing lender and the applicable Borrower shall provide all otherdocumentation Lender reasonably requires to be delivered by such Borrower in connection withthe release of the Casualty Parcels, Condemnation Parcels or Development Rights, as the casemay be, together with a certificate from an officer of such Borrower certifying that suchdocumentation (y) is in compliance with all Legal Requirements, and (z) will not impair orotherwise adversely affect the Liens, security interests and other rights of Lender under the LoanDocuments not being released or assigned (or as to the Property subject to the Loan Documentsnot being released);

(d) Borrower shall pay all of Lender's reasonable out-of-pocket costs andexpenses (including, without limitation, reasonable out-of-pocket attorneys' fees and expenses)incurred in connection with the release of the Casualty Parcels, Condemnation Parcels orDevelopment Rights, as the case may be, and the prepayment of the Casualty Parcel AllocatedDebt, Condemnation Parcel Allocated Debt or Development Rights Allocated Loan Amount, asthe case may be.

* * * * *

USAclive 6718959.12 -132-

IN WITNESS WHEREOF, Borrower has duly executed this Loan Agreement theday and year first above Written.

ST Borrower's Organizational Identification Number: 4284097

pev Borrower's Organizational Identification Number: 4250438

BORROWER:

PCV ST OWNER LP, a Delaware limitedpartnership

By: PCV ST OWNER GP LLC, a Delaware

By:w;mpany, it generalpartner

Name:Title: Paul A. Galiano

Senior Managing Directol

ST OWNER LP, a Delaware limited partnership

By: ST Owner GP LLC, a Delaware limited

By. liar // itsgener partner

Name:Title: Paul A. Galiano

Senior Managing Director

Stuyvesant Town - Amended and Restated Mortgage Loan Agreement

LENDER:

WACHOVIA BANK, NATIONALASSOCIATION

BY.~~ _

NT'~1.' Timothy J. Ha~itle: ~

MERRILL LYNCH MORTGAGE LENDING,INC.

By: _Name:Title:


LENDER:

WACHOVIA BANK, NATIONALASSOCIATION

By. _Name:Title:


EXHffiITG

FORM OF CO-LENDER AGREEMENT FOR PARI PASSU DEBT

USActive 6718959.12

FORM OF CO-LENDER AGREEMENT

This Co-Lender Agreement (this "Agreement") is entered into as of the LJ dayof [ ] by and among [ ], having an address at [ 1 (togetherwith its successors and assigns, "Lead Lender"), [ ], having an address at[ ] (together with its successors and assigns, "A-2 Lender"), [ ],having an address at [ ] (together with its successors and assigns, "A-3 Lender"),[ ], having an address at [ ] (together with its successors and assigns,"A-4 Lender"), [ ], having an address at [ ] (together with itssuccessors and assigns, "A-5 Lender"), [ ], having an address at [ ](together with its successors and assigns, "A-6 Lender") and [ ], having an address at[ ] (together with its successors and assigns, "A-7 Lender" and, collectively with A-2 Lender, A-3 Lender, A-4 Lender, A-5 Lender and A-6 Lender, the "Co-Lenders"). The LeadLender and Co-Lenders are collectively referred to herein as the "Lenders".

RECITALS:

WHEREAS, pursuant to that certain Mortgage, Security Agreement, Assignmentof Rents and Fixture Filings, dated November 17, 2006 (as amended, the "Mortgage"), executedby PCV ST Owner LP, a Delaware limited partnership and joined into by ST Owner LP, aDelaware limited partnership (collectively, the "Borrower") and granted to Lenders, Lendershave made a certain mortgage loan in the original principal amount of $3,000,000,000 to theBorrower. The Mortgage secured the obligations represented by that certain Amended andPromissory Note A-t, dated as of November 17, 2006, in the original principal amount of$499,431,818.18 (together with any and all renewals, amendments, modifications, consolidationsand extensions thereof, "Note A-I "), that certain Promissory Note A-2, dated as of November17, 2006, in the original principal amount of $499,431,818.18 (together with any and allrenewals, amendments, modifications, consolidations and extensions thereof, ''Note A-2"), thatcertain Promissory Note A-3, dated as of November 17,2006, in the original principal amount of$499,431,818.18 (together with any and all renewals, amendments, modifications, consolidationsand extensions thereof, "Note A-3"), that certain Promissory Note A-4, dated as of November17, 2006, in the original principal amount of $499,431,818.18 (together with any and allrenewals, amendments, modifications, consolidations and extensions thereof, ''Note A-4"), thatcertain Promissory Note A-5, dated as of November 17, 2006, in the original principal amount of$800,000,000 (together with any and all renewals, amendments, modifications, consolidationsand extensions thereof, ''Note A-5"), and that certain Promissory Note A-6, dated as ofNovember 17, 2006, in the original principal amount of $202,272,727.28 (together with any andall renewals, amendments, modifications, consolidations and extensions thereof, ''Note A-6").The portion of the Loan evidenced by Note A-I is identified as "Loan A-I ", the portion of theLoan evidenced by Note A-2 is identified as "Loan A-2", the portion of the Loan evidenced byNote A-3 is identified as "Loan A-3", the portion of the Loan evidenced by Note A-4 isidentified as "Loan A-4", the portion of the Loan evidenced by Note A-5 is identified as "LoanA-5", and the portion of the Loan evidenced by Note A-6 is identified as "Loan A-6". LeadLender has transferred and assigned Note A-I to [ ] pursuant to a Mortgage LoanPurchase Agreement, dated as of [ ] by and between Lead Lender and [ ]. [ ]in turn has transferred and assigned Note A-I to a trustee pursuant to a Pooling and Servicing

NeLlBI271729.2USActlve 6203914.5

Agreement (the "Pooling Agreement"), dated as of [ ] among [ ], as depositor,[ ], as master servicer (the "Master Servicer"), [ ], as special servicer (the"Special Servicer" and, together with the Master Servicer, the "Servicers"), and [ ], astrustee (the "Trustee"). Capitalized terms not otherwise defined herein shall have the meaningsset forth in the Mortgage or the Pooling Agreement. The Loans are secured by, among otherthings, the properties known as Stuyvesant Town and Peter Cooper Village, each as moreparticularly described in the Mortgage (together, the "Mortgaged Property").

WHEREAS, pursuant to Section 19.02 of the Mortgage, the Borrower has electedto obtain additional pari passu financing secured by the Mortgaged Property, evidenced by thatcertain Promissory Note A-7, dated as of [ ], in the original principal amount of$[ ] (together with any and all renewals, amendments, modifications, consolidationsand extensions thereof, "Note A-T' and, collectively with Note A-I, Note A-2, Note A-3, NoteA-4, Note A-S and Note A-6, the ''Notes''). The portion of the Loan evidenced by Note A-7 isidentified as "Loan A-7" which, together with Loan A-I, Loan A-2, Loan A-3, Loan A-4, LoanA-S and Loan A-6, are collectively referred to as the "Loans".

NOW, THEREFORE, in consideration of the foregoing and for other valuableconsideration, the receipt and sufficiency of which are hereby acknowledged, the parties herebycovenant, agree, represent and warrant as follows:

1. PAYMENTS.

(a) Payments from the Borrower shall be collected by Lead Lender or MasterServicer, as applicable, or in the event that Loan A-I, Loan A-2, Loan A-3, Loan A-4, Loan A-S,Loan A-6 or Loan A-7 is a "Specially Serviced Mortgage Loan" (as defined in the PoolingAgreement), the Special Servicer and applied pari passu to Loan A-I, Loan A-2, Loan A-3,Loan A-4, Loan A-5, Loan A-6 and Loan A-7, in accordance with the provisions of theMortgage. Payments applied to Loan A-I shall be deposited and applied in accordance with thePooling Agreement. A-2 Lender shall be entitled to all payments due on Note A-2 and payableto A-2 Lender in accordance with the Pooling Agreement. A-3 Lender shall be entitled to allpayments due on Note A-3 and payable to A-3 Lender in accordance with the PoolingAgreement. A-4 Lender shall be entitled to all payments due on Note A-4 and payable to A-4Lender in accordance with the Pooling Agreement. A-5 Lender shall be entitled to all paymentsdue on Note A-5 and payable to A-S Lender in accordance with the Pooling Agreement. A-6Lender shall be entitled to all payments due on Note A-6 and payable to A-6 Lender inaccordance with the Pooling Agreement. A-7 Lender shall be entitled to all payments due onNote A-7 and payable to A-7 Lender in accordance with the Pooling Agreement.

(b) In the event that the Master Servicer or the Special Servicer, as applicable,receives an aggregate payment of less than the aggregate amount due under the Loans at anyparticular time, Lead Lender and Co-Lenders hereby covenant and agree that each Co-Lendershall receive from the Master Servicer an amount equal to its related Note's pro rata share ofsuch payment, based on the respective outstanding principal balances of the Notes. Allexpenses, losses and shortfalls relating to the Loans including, without limitation, losses ofprincipal or interest, nonrecoverable Advances, interest on Advances, Special Servicing Fees andLiquidation Fees (including any such fees related to Note A-2, Note A-3, Note A-4, Note A-5,

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Note A-6 or Note A-7), will be allocated pro rata between Note A-I, Note A-2, Note A-3, NoteA-4, Note A-5, Note A-6 and Note A-7. Notwithstanding the foregoing, in the event thatamounts in respect of the related Note are insufficient for reimbursement of any Advance that isdeemed to be a nonrecoverable Advance, the Master Servicer or Special Servicer, as applicable,shall be entitled to reimbursement of such Advances from general collections on the mortgageloans included in each of the other Securitizations in which each of the Notes is included in anamount equal to such Co-Lender's pro rata share (based upon the outstanding principal balanceof the respective Notes) of such Advances.

(c) Each Co-Lender shall provide wire instructions to Lead Lender (or itsdesignee) no less than five Business Days (as defined in the Pooling Agreement) prior to anyRecord Date (as defined in the Pooling Agreement) (which wire instructions may be in the formof a standing order applicable to all subsequent Record Dates).

2. ADMINISTRATION AND SERVICING OF THE LOANS.

(a) For so long as any of the Notes is included in a Securitization, the MasterServicer, or in the event that Loan A-I, Loan A-2, Loan A-3, Loan A-4, Loan A-5, Loan A-6 orLoan A-7 is a Specially Serviced Mortgage Loan, the Special Servicer on behalf of Lead Lendershall administer Loan A-I, Loan A-2, Loan A-3, Loan A-4, Loan A-5, Loan A-6 and Loan A-7consistent with the terms of this Agreement and the Pooling Agreement. A "Securitization" shallmean an issuance of securities representing beneficial interests in one or more mortgage loans,including the Notes. At any time after Note A-I in no longer included in a Securitization, LeadLender shall cause the Loan to be serviced by a servicer that meets the customary criteria for anacceptable servicer in the Pooling Agreement (excluding any consent requirements) pursuant to aservicing agreement substantially similar to the Pooling Agreement and for which RatingAgency Confirmation (if any of the Note A-2, Note A-3, Note A-4, Note A-5, Note A-6 or NoteA-7 is part of a Securitization) has been obtained and that contains servicing provisions that donot diminish the rights of the Co-Lenders set forth in the Pooling Agreement in any materialrespect, and all references herein to the "Pooling Agreement" thereafter shall mean suchsubsequent pooling agreement; provided, however, until a replacement pooling agreement hasbeen entered into and Rating Agency Confirmation obtained, Lead Lender shall cause the Loanto be serviced in accordance with Accepted Servicing Practices as if the initial PoolingAgreement was still in full force and effect with respect to the Loan.

(b) It is intended by the parties hereto that the Loans shall, consistent with andsubject to the provisions of this Agreement and the Pooling Agreement, be serviced by theServicers, as a single loan; provided that, among other things, (i) funds collected by the MasterServicer or the Special Servicer, as applicable, and applied to Loan A-I, Loan A-2, Loan A-3,Loan A-4, Loan A-5, Loan A-6 or Loan A-7 shall be deposited and disbursed in accordance withthe provisions hereof and the Pooling Agreement, (ii) compensation shall be paid to the MasterServicer and the Special Servicer with respect to Loan A-I, Loan A-2, Loan A-3, Loan A-4,Loan A-5, Loan A-6 and Loan A-7 as provided below in paragraph 2(d), (iii) the Master Servicershall have no obligation to make P&I Advances with respect to Loan A-2, Loan A-3, Loan A-4,Loan A-5, Loan A-6 or Loan A-7, and (iv) except as otherwise specified herein or in the PoolingAgreement, the Master Servicer and the Special Servicer shall have no reporting requirementwith respect to Loan A-2, Loan A-3, Loan A-4, Loan A-5, Loan A-6 or Loan A-7 other than to

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deliver to the related Co-Lender copies of all the reports which it delivers to Lead Lender underthe Pooling Agreement. The "Companion Paying Agent" under the Pooling Agreement shall, onbehalf of Lead Lender, distribute to each Co-Lender, on each Distribution Date, all payments dueto the related Co-Lender under Note A-2, Note A-3, Note A-4, Note A-5, Note A-6 or Note A-7,as applicable, to the extent that funds received in respect of the Loans are allocated to amountsdue under Note A-2, Note A-3, Note A-4, Note A-5, Note A-6 or Note A-7, as applicable, inaccordance with Paragraph 1 hereof and the Pooling Agreement. Notwithstanding the foregoing,Lead Lender agrees to direct the Companion Paying Agent to distribute amounts due and owingto any Co-Lender under this Agreement and/or the Pooling Agreement at such other time as suchCo-Lender and Lead Lender may mutually agree at the time that the related Note is included in aSecuritization in order to facilitate distributions to the certificateholders of such Securitization,but in no event prior to the next Business Day after receipt of the monthly payment on the Loan.Lead Lender, the Trustee and the Master Servicer shall provide such Co-Lender, promptly upondelivery or receipt by Lead Lender, the Trustee or the Master Servicer under the PoolingAgreement, respectively, with copies of all documents, certificates, instruments, notices andcorrespondence sent or received by Lead Lender, the Trustee or the Master Servicer with respectto the Loans, and the Master Servicer shall deliver such information with respect to the Loans asmay reasonably be requested by any Co-Lender, or a servicer acting on its behalf, to permitcustomary reporting with respect to the Loans in a Securitization involving any of Note A-I,Note A-2, Note A-3, Note A-4, Note A-5, Note A-6 or Note A-7; provided that neither LeadLender nor the Master Servicer shall be required pursuant hereto to deliver information to anyCo-Lender with respect to mortgage loans other than the Loans or information of a scope ornature that is materially different from that which the Master Servicer would be entitled toreceive from a subservicer of a comparable mortgage loan under the Pooling Agreement andrelated subservicing agreements (including, without limitation, CMSA reports on the relatedLoan and any financial statements or other financial information received from the Borrower).Additionally, the Master Servicer on behalf of Lead Lender shall provide any Co-Lender withwritten notice of any defaults by the Borrower under the Loans. The Master Servicer, on behalfof Lead Lender, shall also make available to any Co-Lender copies of all financial statements ofthe Borrower and all other documents, certificates, reports and financial statements received bythe Master Servicer or Lead Lender pursuant to the Loan documents.

(c) Each of A-I Lender, A-2 Lender, A-3 Lender, A-4 Lender, A-5 Lender,A-6 Lender and A-7 Lender shall pay to the Master Servicer under the Pooling Agreement, ascompensation for servicing Loan A-2, Loan A-3, Loan A-4, Loan A-5, Loan A-6 or Loan A-7, asapplicable, a fee to be paid in accordance with this Agreement and the Pooling Agreement (the"Servicing Fee") equal to the product of 0.02% per annum (which Servicing Fee shall neverexceed such rate) and the related Note principal balance on which interest accrues. In addition,in the event that the related Loan becomes a Specially Serviced Mortgage Loan, the related Co-Lender shall pay to the Special Servicer under the Pooling Agreement a fee to be paid inaccordance with this Agreement and the Pooling Agreement (the "Special Servicing Fee") equalto the product of 0.25% per annum and the related Note principal balance on which interestaccrues. If the Loan becomes a Specially Serviced Mortgage Loan and the Special Servicerobtains a full or partial payment of any liquidation proceeds, the Special Servicer shall beentitled to a fee (the "Liquidation Fee") set forth in the Pooling Agreement, such Liquidation Feenot to exceed the lesser of (i) the product of 0.50% per annum and the related liquidationproceeds or payments, and (ii) $15,000,000. If the Loan becomes a "Corrected Mortgage Loan"

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(as defined in the Pooling Agreement), the Special Servicer shall be entitled to a fee (the"Workout Fee") set forth in the Pooling Agreement, such Workout Fee not to exceed the lesserof (i) 0.50% of all payments of interest and principal received on such Mortgage Loan for solong as it remains a Corrected Mortgage Loan and (ii) $15,000,000. The Servicing Fee and theSpecial Servicing Fee shall accrue on the same basis as the related interest payment on such Noteis computed. All of the Loans shall be considered a Specially Serviced Mortgage Loan ifLoan A-I is determined to be a Specially Serviced Mortgage Loan under the Pooling Agreement.Lead Lender agrees to cause all of the Loans to be specially serviced and the Special Serviceragrees to specially service all of the Loans for the benefit of each Co-Lender in accordance withthe terms and provisions set forth in the Pooling Agreement whenever 'Loan A-I is a SpeciallyServiced Mortgage Loan. Whenever Loan A-I becomes a Specially Serviced Mortgage Loan,any "Workout Fee" or "Liquidation Fee" (each as defined in the Pooling Agreement) payable tothe Special Servicer under the Pooling Agreement shall be allocated pro rata between theproceeds of Loan A-I, Loan A-2, Loan A-3, Loan A-4, Loan A-5, Loan A-6 and Loan A-7payable to the holders of Note A-I, Note A-2, Note A-3, Note A-4, Note A-5, Note A-6 andNote A-7, respectively.

(d) If (i) Lead Lender (or its designee) shall pay any amount to any Co-Lenderpursuant hereto in the belief or expectation that a related payment has been made or will bereceived or collected in connection with the Loans and (ii) such related payment is not receivedor collected by the Master Servicer, then such Co-Lender will promptly on demand by theMaster Servicer on behalf of Lead Lender return such amount to the Master Servicer for thebenefit of Lead Lender. If the Master Servicer determines at any time that any amount receivedor collected by the Master Servicer in respect of the Loans must be returned to the Borrower orpaid to any other person or entity pursuant to any insolvency law or otherwise, notwithstandingany other provision of this Agreement, the Master Servicer shall not be required to distribute anyportion thereof to any Co-Lender, and any Co-Lender will promptly on demand by the MasterServicer repay, which obligation shall survive the termination of this Agreement, any portionthereof that the Master Servicer shall have distributed to such Co-Lender, together with interestthereon at such rate, if any, as the Master Servicer may pay to the Borrower or such other personor entity with respect thereto.

(e) Subject to the Pooling Agreement, the Master Servicer, or in the event thatthe Loan is a Specially Serviced Mortgage Loan, the Special Servicer on behalf of Lead Lendershall have the exclusive right and obligation to (i) administer, service and make all decisions anddeterminations regarding the Loans, and (ii) enforce the related Loan documents. Withoutlimiting the generality of the preceding sentence, the Master Servicer, or in the event that LoanA-I, Loan A-2, Loan A·3, Loan A-4, Loan A-5, Loan A-6 or Loan A-7 is a Specially ServicedMortgage Loan, the Special Servicer may agree to any modification, waiver or amendment ofany term of, forgive interest on and principal of, capitalize interest on, permit the release,addition or substitution of collateral securing, and/or permit the release of the Borrower on orany guarantor of any Loans it is required to service and administer hereunder, without theconsent of any Co-Lender, subject, however, to the terms of the Pooling Agreement.

(f) In taking or refraining from taking any action permitted by Section 2(e)hereof, Lead Lender, the Master Servicer and the Special Servicer shall each be subject to thesame degree of care with respect to the administration and servicing of the Loans as is consistent

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with the Pooling Agreement; provided, however, Lead Lender, the Master Servicer and theSpecial Servicer shall not be liable to any Co-Lender, and the Master Servicer and the SpecialServicer shall not be liable to any Co-Lender with respect to anything Lead Lender, the MasterServicer or the Special Servicer may do or omit to do in connection with the Loans in theabsence of negligence or willful misconduct on such party's part in the administration orservicing of the Loans; provided, further, however, this provision shall not protect the MasterServicer or the Special Servicer, as applicable, from any expense or liability specifically requiredor borne by either the Master Servicer and/or the Special Servicer under the Pooling Agreement.

(g) In the event that the Master Servicer or the Special Servicer, on behalf ofLead Lender, has advanced any funds or incurred any expenses with respect to the Loans whichwould otherwise be reimbursable to the Master Servicer or the Special Servicer under thePooling Agreement, and the proceeds of, and receipts from, the Loans or the MortgagedProperties are not sufficient to reimburse such advances and expenses, each Co-Lender shallreimburse the Master Servicer or the Special Servicer, as applicable, in an amount equal to suchCo-Lender's pro rata share (based upon the outstanding principal balance of the respectiveNotes) of such advances or expenses. This reimbursement right shall not limit the MasterServicer's or the Special Servicer's right to reimbursement under the Pooling Agreement. To theextent the Master Servicer or the Special Servicer has received under the Pooling Agreement andfrom any Co-Lender hereunder an aggregate amount in excess of the amount for which theMaster Servicer or the Special Servicer, as the case may be, is entitled to be reimbursed underthe Pooling Agreement, the Master Servicer or the Special Servicer, as applicable, will remit theamount of such excess to Lead Lender for distribution of such amount pursuant to the termshereof and of the Pooling Agreement. .

(h) If none of Note A-I, Note A-2, Note A-3, Note A-4, Note A-5, Note A-6or Note A-7 is included in a Securitization, unless otherwise agreed by the holders of all Notes(other than the holder of Note A-7), the holder of Note A-I shall have the exclusive right andobligation to administer and exercise the rights under the Loans and enforce the Loan documentsexcept that any amendment or modification of any of Note A-2, Note A-3, Note A-4, Note A-5,Note A-6 or Note A-7, and any amendment or modification of the Loan documents (other thanNote A-2, Note A-3, Note A-4, Note A-5, Note A-6 and Note A-7) that materially and adverselyaffect the holder of such Note, including the ability to receive timely payments of principal andinterest, shall require the consent of the holder of such Note subject to the proviso set forth inSection 2(i) below.

(i) Each Lender agrees that any decision to be made with respect to the Loanswhich requires the approval of the majority of holders of the controlling class of a Securitization(with respect to each Securitization, a "Controlling Class R{(presentative") shall be made by theControlling Class Representative of the Securitization related to Note A-I after consultation withthe Controlling Class Representatives of each other Securitization (other than the ControllingClass Representative of the Securitization related to Note A-7). Notwithstanding anythingcontained herein to the contrary, if a Note has not been securitized, references to ControllingClass Representative shall refer to the then holder of the related Note. Notwithstanding anythingcontained herein to the contrary, the Master Servicer or Special Servicer, on behalf of the LeadLender shall not comply with any direction provided by the Controlling Class Representative ofthe Securitization related to Note A-I if such direction would (i) require or cause the Master

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Servicer or Special Servicer, as applicable, to violate any applicable law, (ii) be inconsistent withthe Servicing Standard (as defined in the Pooling Agreement), (iii) require or cause the MasterServicer or Special Servicer to violate the provisions of this Agreement or the PoolingAgreement relatmg to the REMIC provisions of the Code, (iv) require or cause the MasterServicer or Special Servicer to violate any other provisions of this Agreement or the PoolingAgreement, (v) require or cause the Master Servicer or Special Servicer to violate the terms ofthe Loan, (vi) expose any mortgage loan seller or any party to the Pooling Agreement or theiraffiliates, officers, directors, employees or agents to any claim, suit or liability, or (vii) materiallyexpand the scope of any servicer's responsibilities under the Pooling Agreement.

The Special Servicer may be removed as the Special Servicer for the Loans anytime, with or without cause, but only with the consent of a majority of the Controlling ClassRepresentatives (without taking into account the Controlling Class Representative of theSecuritization related to Note A-7). Any successor special servicer shall meet the requirementsset forth in the Pooling Agreement. Any such appointment shall be subject to the receipt ofRating Agency Confirmations with respect to each Securitization.

Notwithstanding anything to the contrary in this Agreement, in the event thatRating Agency Confirmation is required pursuant to the Pooling Agreement with respect to theSecuritization that includes Note A-I, Rating Agency Confirmation shall also be required withrespect to each other Securitization that includes one of the Notes (other than a Securitizationthat includes Note A-7). The costs of these Rating Agency Confirmations shall be borne, prorata, by each of the related Co-Lenders (other than the A-7 Lender).

3. ENFORCEMENT OF THE LOANS. (a) Each Co-Lender herebyauthorizes Lead Lender to take legal action to enforce or protect all of the Co-Lenders' and LeadLender's interests with respect to the Loans and the Mortgaged Properties. If Lead Lender (orthe Master Servicer or the Special Servicer on behalf of Lead Lender) incurs any liabilities,costs, fees or expenses (including, without limitation, those for in-house or outside legalservices), or makes any protective or other property advances on behalf of the Borrower, inconnection with the Loans, with any actual or proposed amendment or waiver of any termthereof or restructuring or refinancing thereof or with any effort to enforce or protect any or allCo-Lenders' or Lead Lender's rights or interests with respect thereto, then each Co-Lender willreimburse Lead Lender (or the Master Servicer or the Special Servicer, as applicable) on demandin an amount equal to its pro rata share based upon the outstanding principal balance of therelated Note, to the extent such costs are not reimbursed by or on behalf of the Borrower, whichreimbursement obligation will survive the termination of this Agreement. If Lead Lender (or theMaster Servicer or the Special Servicer, on behalf of Lead Lender) incurs any liabilities forspecial servicing fees in connection with the loans, each Co-Lender will reimburse Lead Lender(or the Master Servicer or the Special Servicer, as applicable) in an amount equal to its pro ratashare based upon the outstanding principal balance of the Notes. Any such expenses may benetted by Lead Lender against distributions on such related Note. To the extent that any Co-Lender advances any such costs prior to their being reimbursed by or on behalf of Borrower andsuch costs are subsequently recovered by Lead Lender, such Co-Lender shall receive a pro ratareimbursement from such recovery.

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(b) In the event that Loan A-I becomes a Defaulted Mortgage Loan (asdefined in the Pooling Agreement), the Controlling Class Representative with respect to suchSecuritization shall have an assignable right to purchase all of the Loans, as a collective whole, ata price equal to (i) the Purchase Price (as defined in the Pooling Agreement) with respect to theLoans, as a collective whole, if the Special Servicer has not yet determined the fair value of theLoans, or (ii) the fair value of the Loans as determined by the Special Servicer pursuant to thePooling Agreement. The Controlling Class Representative with respect to such Securitizationshall have the right to exercise its purchase option with respect to the Loans, as a collectivewhole, prior to any exercise of the purchase option by any other Controlling ClassRepresentative; provided, however, if such purchase option is not exercised by such ControllingClass Representative within 30 days of the determination of the fair value of the Loans, then theControlling Class Representative with respect to the Securitization in which the next largest Note(by principal balance) is included shall have the right to exercise its purchase option with respectto the Loans, as a collective whole; provided, further, however, if such purchase option is notexercised by such Controlling Class Representative within 5 business days of the expiration ofthe prior Controlling Class Representative's purchase option, then the Controlling ClassRepresentative with respect to the Securitization in which the next largest Note (by principalbalance) is included shall have the right to exercise its purchase option with respect to the Loans,as a collective whole; provided, further, however, if such purchase option is not exercised bysuch Controlling Class Representative within 2 business days of the expiration of the priorControlling Class Representative's purchase option, then each remaining Controlling ClassRepresentative (other than the Controlling Class Representative related to the Securitizationincluding Note A-7) with respect to the related Securitization in which the next Note in orderbased on principal balance is included shall have the right to exercise its purchase option withrespect to the Loans, as a collective whole until all the Controlling Class Representatives (otherthan the Controlling Class Representative related to the Securitization including Note A-7) havehad the right to exercise the purchase option with respect to the Loans, as a collective whole;provided, further, however, if no purchase option is exercised by any Controlling ClassRepresentative within the time frames prescribed, then the Controlling Class Representative withrespect to the Securitization in which Note A-I is included, shall have the right to exercise itspurchase option with respect to Loan A-I only, in accordance with the terms of the PoolingAgreement.

4. ASSIGNMENT OF NOTES; COMPLIANCE WITH POOLINGAGREEMENT. The holder of Note A-I shall have the right to assign Note A-I, the holder ofNote A-2 shall have the right to assign Note A-2, the holder of Note A-3 shall have the right toassign Note A-3, the holder of Note A-4 shall have the right to assign Note A-4, the holder ofNote A-5 shall have the right to assign Note A-5, the holder of Note A-6 shall have the right toassign Note A-6 and the holder of Note A-7 shall have the right to assign Note A-7; providedthat (a) the assignee of Note A-I, Note A-2, Note A-3, Note A-4, Note A-5, Note A-6 or Note A-7, as applicable, shall agree in writing to be bound by the terms of this Agreement, (b) suchassignee is a Qualified Institutional Lender (as defined below) and (c) the Master Servicer andthe Special Servicer have been notified in writing of such assignment. Each party hereto shallnotify the other party ifit shall assign Note A-I, Note A-2, Note A-3, Note A-4, Note A-5, NoteA-6 or Note A-7, as applicable. "Qualified Institutional Lender" means any legal person,including, without limitation, any individual, corporation, partnership, limited liability company,joint venture, association, joint-stock company, trust, unincorporated organization or government

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or any agency or political subdivision thereof (a "Person") who is (A) (i) a bank, savings andloan association, investment bank, insurance company, real estate investment trust, trustcompany, commercial credit corporation, pension plan, pension fund or pension advisory firm,mutual fund, government entity or plan; or (ii) a trustee in connection with a Securitization, solong as such trustee or the servicer therefor is a Person that otherwise would be a QualifiedInstitutional Lender under the other provisions of this definition; or (iii) an investment company,money management firm or a "Qualified Institutional Buyer" within the meaning of Rule 144Aunder the Securities Act of 1933, as amended (the "1933 Act"); or (iv) an institution substantiallysimilar to any to any of the foregoing; provided in each case of clauses (i), (ii), (iii) or (iv) of thisdefinition that it has total assets (in name or under management) in excess of $600,000,000 and(except with respect to a pension advisory firm or similar fiduciary) capital/statutory surplus orshareholder's equity in excess of $200,000,000, or (v) any Person Controlled (as defined belowin this definition) by anyone or more of the Persons listed in clause (i) above; and (B) withrespect to any sale of any Loan participations in any of the Loan or securities representing aninterest in any of the Loan other than in a public offering of such securities, even if such publicoffering is made simultaneously with a private placement, a Person who is (i) actively andregularly engaged in the purchase of loans or interests therein or securities representing loans orinterests therein, or (ii) a "Qualified Institutional Buyer" pursuant to Rule 144A or an entity thatis an institutional "Accredited Investor" within the meaning of Rule 501A(I), (2), (3) or (7) ofRegulation D under the 1933 Act, or an entity in which each of the equity owners is such aninstitutional "Accredited Investor." For purposes of this definition only, "Control" means theownership, directly or indirectly, in the aggregate of more than 50% of the beneficial ownershipinterests of a Person and the possession, directly or indirectly, of the power to direct or cause thedirection of the management or policies of a Person, whether through the ability to exercisevoting power, by contract or otherwise ("Controlled" has the meaning correlative thereto).

In accordance with Section 3.01 of the Pooling Agreement, each Co-Lenderhereby authorizes and empowers each of the Master Servicer and the Special Servicer, in its ownname, in connection with its servicing and administrative duties under the Pooling Agreementand this Agreement, to exercise efforts consistent with the Servicing Standard and to execute anddeliver, on behalf of such Co-Lender, any and all financing statements, continuation statementsand other documents and instruments necessary to maintain the lien created by any Mortgage orother security document related to the Loans on the Mortgaged Properties and related collateral;subject to Section 3.20 of the Pooling Agreement, any and all modifications, waivers,amendments or consents to or with respect to any Loan documents; and any and all instrumentsof satisfaction or cancellation, or of full release or discharge, and all other comparableinstruments with respect to the related Loan and the Mortgaged Properties. Subject to Section3.01 of the Pooling Agreement, each Co-Lender agrees to furnish, or cause to be furnished, to theMaster Servicer and the Special Servicer any powers of attorney or other documents necessary orappropriate to enable the Master Servicer or the Special Servicer, as the case may be, to carry outits servicing and administrative duties under the Pooling Agreement and this Agreement;provided, however, that each Co-Lender shall not be liable, and shall be indemnified by theMaster Servicer or the Special Servicer, as applicable for any negligence with respect to, ormisuse of, any such power of attorney by the Master Servicer or the Special Servicer, as the casemay be; provided, further, however, neither the Master Servicer nor the Special Servicer, withoutthe written consent of any Co-Lender, shall initiate any action in the name of such Co-Lender

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without indicating its representative capacity or cause such Co-Lender to be registered to dobusiness in any state.

Each Co-Lender agrees to perform its obligations pursuant to Section 3.01 of thePooling Agreement with respect to deliveries to the Master Servicer or the Special Servicer, asapplicable of the Loan documents related to its related Loan, any Requests for Release and anycourt pleadings, requests for trustee's sale or other documents necessary to the foreclosure ortrustee's sale in respect of the Mortgaged Properties or to any legal action or to enforce any other.remedies or rights provided by the Notes or the Mortgage or otherwise available at law or equitywith respect to the related Loan.

In the event that Note A-I becomes subject to a Securitization, on or beforeMarch 15th of each year during which a Form 10-K is required to be filed by the trustee of theSecuritization related to such Note, the Pooling Agreement shall require each of the masterservicer, special servicer and trustee (the "Servicing Parties") of the Pooling Agreementgoverning any of Note A-2, Note A-3, Note A-4, Note A-5, Note A-6 or Note A-7, as applicable,upon 10 days written request, to provide (and to use reasonable efforts to cause any applicablesub-servicers, sub-contractors, agents and vendors to timely provide) to the Person who executesthe Sarbanes-Oxley certification with respect to the Securitization of Note A-I, in each caseupon which such Person can rely, (i) any Sarbanes-Oxley backup certification pursuant to theapplicable Pooling Agreement, (ii) all disclosure information about itself required to be includedin any offering document under Items 1108(b), (c)(3), (c)(4) and (c)(5), 1109, 1117, 1119 ofRegulation AB and any other applicable Items of Regulation AB under the 1933 Act, andrequired to be included in any report required under the Securities Exchange Act of 1934, asamended (the "Exchange Act") related to the Securitization of Note A-I and (Hi) the assessmentand attestation of servicing compliance as required under Item 1122 and the servicer compliancestatement as required under Item 1123. Notwithstanding the foregoing, each Servicing Partygoverning the Securitization of any of Note A-2, Note A-3, Note A-4, Note A-5, Note A-6 orNote A-7 (and any applicable primary servicer) shall be required to provide (a) all necessaryinformation, certificates, attestations, letters and other materials and/or (b) all reasonablecooperation necessary to enable the Lead Lender to comply with the reporting requirementsrelating to servicing disclosure under the Exchange Act andlor the 1933 Act (including withoutlimitation, if applicable, Regulation AB), as the case may be, at such times as the trust fund withrespect to the related Securitization is subject to such requirements.

Lead Lender shall provide each of the Co-Lenders (or their Controlling ClassRepresentative if such Note is then included in a Securitization) with a copy ofthe "Asset StatusReport" (as defmed in the Pooling Agreement) upon receipt of the same pursuant to the PoolingAgreement.

Each Co-Lender hereby confirms that it has been provided with the PoolingAgreement and acknowledges and agrees to be bound by all of the provisions of the PoolingAgreement.

In the event of an inconsistency between the provisions of this Agreement and thePooling Agreement, the provisions of this Agreement shall prevail.

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5. REPRESENTATIONS AND WARRANTIES OF CO-LENDERS.Each Co-Lender hereby represents and warrants to and covenants, as of the date hereof, to eachother Co-Lender, that:

(i) Lead Lender, A-2 Lender, A-3 Lender and A-4 Lender are each a nationalbanking association organized and validly existing and in good standing under the laws of theUnited States of America and possesses all requisite authority, power, licenses, permits andfranchises to carry on its business as currently conducted by it and to execute, deliver andcomply with its obligations under the terms of this Agreement; A-5 Lender and A-6 Lender areeach a corporation organized and validly existing and in good standing under the laws of theState of Delaware and possesses all requisite authority, power, licenses, permits and franchises tocarry on its business as currently conducted by it and to execute, deliver and comply with itsobligations under the terms of this Agreement; A-7 Lender is a [ 1 organized andvalidly existing and in good standing under the laws of [ 1 and possesses all requisiteauthority, power, licenses, permits and franchises to carry on its business as currently conductedby it and to execute, deliver and comply with its obligations under the terms of this Agreement;

(ii) This Agreement has been duly and validly authorized, executed and delivered bythe Co-Lender and, assuming due authorization, execution and delivery hereof by the other Co-Lenders, constitutes a legal, valid and binding obligation of the Co-Lender, enforceable againstthe Co-Lender in accordance with its terms, except as such enforcement may be limited bybankruptcy, insolvency, reorganization, receivership, moratorium and other laws relating to oraffecting the enforcement of creditors' rights in general, and in the case of Lead Lender, A-2Lender, A-3 Lender and A-4 Lender, as they may be applied in the context ofthe insolvency of anational banking association, and by general equity principles (regardless of whether suchenforcement is considered in a proceeding in equity or at law), and by public policyconsiderations underlying the securities laws, to the extent that such public policy considerationslimit the enforceability of the provisions of this Agreement which purport to provideindemnification from liabilities under applicable securities laws;

(iii) The execution and delivery of this Agreement by the Co-Lender and the Co-Lender's performance and compliance with the terms of this Agreement will not (A) violate theCo-Lender's articles of association or certificate of incorporation, as applicable, or bylaws, (B)violate any law or regulation or any administrative decree or order to which it is subject or (C)constitute a material default (or an event which, with notice or lapse of time, or both, wouldconstitute a material default) under, or result in the breach of, any material contract, agreement orother instrument to which the Co-Lender is a party or by which the Co-Lender is bound;

(iv) The Co-Lender is not in default with respect to any order or decree of any court orany order, regulation or demand of any federal, state, municipal or other governmental agency orbody, which default might have consequences that would, in the Co-Lender's reasonable andgood faith judgment, materially and adversely affect the condition (financial or other) oroperations of the Co-Lender or its properties or have consequences that would materially andadversely affect its performance hereunder;

(v) The Co-Lender is not a party to or bound by any agreement or instrument orsubject to any articles of association or certificate of incorporation, as applicable, bylaws or any

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other corporate restriction or any judgment, order, writ, injunction, decree, law or regulation thatwould, in the Co-Lender's reasonable and good faith judgment, materially and adversely affectthe ability of the Co-Lender to perform its obligations under this Agreement or that requires theconsent of any third person to the execution of this Agreement or the performance by the Co-Lender of its obligations under this Agreement (except to the extent such consent has beenobtained);

(vi) No consent, approval, authorization or order of any court or governmental agencyor body is required for the execution, delivery and performance by the Co-Lender of orcompliance by the Co-Lender with this Agreement or the consummation of the transactionscontemplated by this Agreement except as have previously been obtained, and no bulk sale lawapplies to such transactions; and

(vii) No litigation is pending or, to the Co-Lender's knowledge, threatened against theCo-Lender that would, in the Co-Lender's good faith and reasonable judgment, prohibit itsentering into this Agreement or materially and adversely affect the performance by the Co-Lender of its obligations under this Agreement.

6. GOVERNING LAW. The parties agree that the State of New York has asubstantial relationship to the parties and to the underlying transaction embodied hereby, and inall respects, including, without limitation, matters of construction, validity and performance, thisAgreement and the obligations arising hereunder shall be governed by, and construed inaccordance with, the laws of the State of New York applicable to contracts made and performedin such State and any applicable law of the United States of America.

7. MODIFICATION, WAIVER IN WRITING. No modification,amendment, extension, discharge, termination or waiver of any provision of this Agreement,shall in any event be effective unless the same shall be in writing signed by the party againstwhom enforcement is sought, and then such waiver or consent shall be effective only in thespecific instance, and for the purpose, for which given. None of Lead Lender nor any Co-Lendershall amend or modify this Agreement without first receiving (a) following a Securitization,Rating Agency Confirmation with respect to any Securitization, except for a modification (i) tocure any ambiguity or to correct or supplement any provision herein that may be defective orinconsistent with any other provisions herein or with the Pooling Agreement, or (ii) to add otherprovisions with respect to matters or questions arising under this Agreement, which shall not beinconsistent with the provisions of this Agreement and (b) following a Securitization, an opinionof counsel experienced in REMIC matters that such amendment or modification will notadversely affect the REMIC status of any Note in such Securitization and this Agreement.

8. NOTICES. All notices, consents, approvals and requests required orpermitted hereunder shall be given in writing and shall be effective for all purposes if handdelivered or sent by (a) hand delivery, with proof of attempted delivery, (b) certified orregistered United States mail, postage prepaid, (c) expedited delivery service, either commercialor United States Postal Service, with proof of attempted delivery, or (d) by te1ecopier (withanswerback acknowledged); provided that such telecopied notice must also be delivered by oneof the means set forth in (a), (b) or (c) above, addressed ifto Lead Lender at its address set forthon the first page hereof, if to any Co-Lender, at its designated address set forth on the first page

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hereof and if to the Master Servicer and the Special Servicer at its designated address set forth inthe Pooling Agreement, or at such other address and Person as shall be designated from time totime by any party hereto, as the case may be, in a written notice to the other parties hereto in themanner provided for in this SECTION 8.

A notice shall be deemed to have been given: (a) in the case of hand delivery, atthe time of delivery; (b) in the case of registered or certified mail, when delivered or the firstattempted delivery on a Business Day; (c) in the case of expedited prepaid delivery upon the firstattempted delivery on a Business Day; or (d) in the case of telecopier, upon receipt ofanswerback confirmation; provided that such telecopied notice was also delivered as required inthis Section 8. A party receiving a notice which does not comply with the technical requirementsfor notice under this Section 8 may elect to waive any deficiencies and treat the notice as havingbeen properly given.

9. HEADINGS. The headings in this Agreement are included herein forconvenience of reference only and shall not constitute a part of this Agreement for any otherpurpose.

10. SEVERABILITY. Wherever possible, each provision of this Agreementshall be interpreted in such manner as to be effective and valid under applicable law, but if anyprovision of this Agreement shall be prohibited by or invalid under applicable law, suchprovision shall be ineffective to the extent of such prohibition or invalidity, without invalidatingthe remainder of such provision or the remaining provisions of this Agreement.

11. TIDRD PARTY BENEFICIARIES. This Agreement is intended solelyfor the benefit of the parties hereto and does not, and shall not be construed to, create any rightsin favor of any other person or entity.

12. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon;and shall inure to the benefit of, the parties hereto and their respective successors and assigns.

13. COUNTERPARTS. This Agreement may be executed in any number ofcounterparts, each of which when so executed and delivered shall be an original, but all of whichshall together constitute one and the same instrument.

14. ENTIRE AGREEMENT. This Agreement constitutes the entireagreement among the parties hereto with respect to the subject matter contained in thisAgreement and supersedes all prior agreements, understandings and negotiations between theparties.

[SIGNATURES ON THE FOLLOWING PAGE]

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IN WITNESS HEREOF, the parties hereto have caused this Agreement to be dulyexecuted by their duly authorized representatives, all as of the day and year first above written.

L-__~~~ ~J,~Lead Lender

By: _Name: ---------------------------------Title: _

L- ~],~

A-2 Lender

By: _Name: _Title: _

L[ ~l,asA-3 Lender

By: _Name: ----------------------------Title: _

L[ ~----------------------~],asA-4 Lender

By: _Name: --------------Title: _

NCLlBI271729.2USActive 6203914.5

L- ~l,asA-5 Lender

By: ~N~wn--e-:-----------------------------------Title: _

, ~],asA-6 Lender

By: _Name: -----------------Title: _

[ --1], asA-7 Lender

By: _Nwme: _Title: _

NCLIBI 271729.2 -2-USAclive 6203914.5

SCHEDULE 2.02(k)

Violations of Rent Stabilization Laws

None.

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