{"id":40924,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/construction-loan-agreement-san-rafael-corporate-center-llc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"construction-loan-agreement-san-rafael-corporate-center-llc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/construction-loan-agreement-san-rafael-corporate-center-llc-and.html","title":{"rendered":"Construction Loan Agreement &#8211; San Rafael Corporate Center LLC and Riverside Finance Co. LLC"},"content":{"rendered":"<pre>                           CONSTRUCTION LOAN AGREEMENT\n\n                                     BETWEEN\n\n                        SAN RAFAEL CORPORATE CENTER, LLC,\n                      A DELAWARE LIMITED LIABILITY COMPANY,\n                                   AS BORROWER\n\n                                       AND\n\n                       RIVERSIDE FINANCE COMPANY, L.L.C.,\n                      A DELAWARE LIMITED LIABILITY COMPANY,\n                                    AS LENDER\n\n                          EXECUTED AS OF MARCH 12, 2002\n\n                           CONSTRUCTION LOAN AGREEMENT\n\n      THIS CONSTRUCTION LOAN AGREEMENT (\"Agreement\") is executed as of March 12,\n2002 by and between SAN RAFAEL CORPORATE CENTER, LLC, a Delaware limited\nliability company (\"Borrower\"), and RIVERSIDE FINANCE COMPANY, L.L.C., a\nDelaware limited liability company (\"Lender\").\n\n                                    RECITALS\n\n      A. Borrower owns or will own certain real property described in EXHIBIT A\nhereto (\"Property\").\n\n      B. Borrower proposes to construct new improvements or renovate existing\nimprovements on the Property consisting of: Two (2) Class A Office Buildings\ntotaling 160,000 square feet (each building is 3 stories high with steel frame\nconstruction over concrete foundation), together with all appurtenances,\nfixtures, and tenant improvements now or hereafter located on the Property\n(\"Improvements\"). The Improvements shall be constructed in accordance with plans\nand specifications which Borrower has heretofore, or will hereafter deliver to\nLender, as amended in order to comply with the terms and conditions of this\nAgreement (\"Plans and Specifications\"). Borrower has requested from Lender a\nloan for the purpose of such construction.\n\n      NOW, THEREFORE, Borrower and Lender agree as follows:\n\n                             ARTICLE 1. DEFINITIONS\n\n      1.1. Defined Terms. The following capitalized terms generally used in this\nAgreement shall have the meanings defined or referenced below. Certain other\ncapitalized terms used only in specific sections of this Agreement are defined\nin such sections.\n\n      \"Account\" - means an account with Bank, account number 14221-02988, in the\nname of Borrower or Borrower's designee into which Loan proceeds will be\ndeposited.\n\n      \"ADA\" - means the Americans with Disabilities Act, 42 U.S.C. Sections\n12101, et seq. as now or hereafter amended or modified.\n\n      \"Affiliate\" - means, as to any person or entity, any person or entity\nwhich, directly or indirectly, controls, is controlled by or is under common\ncontrol with, or which has the power to control the management or operations of,\nsuch person or entity.\n\n      \"Architect\" - means BAR Architects.\n\n      \"Architect's Agreement\" - means that certain agreement dated November 1,\n2000 by and between Borrower and Architect.\n\n      \"Bank\" - means Bank of America.\n\n      \"Bankruptcy Code\" - means the Bankruptcy Reform Act of 1978 (11 U.S.C.\nSection 101-1330) as now or hereafter amended or recodified.\n\n      \"Bonded Work\" - shall have the meaning ascribed to such term in Section\n8.1.\n\n      \"Border Zone Property\" - means any property designated as \"border zone\nproperty\" under the provisions of California Health and Safety Code, Sections\n25220 et seq., or any regulation adopted in accordance therewith.\n\n      \"Borrower\" - means San Rafael Corporate Center, LLC, a Delaware limited\nliability company.\n\n      \"Borrower's Funds\" - means all funds of Borrower deposited with Lender\ninto the Borrower's Funds Account maintained with Bank pursuant to the terms and\nconditions of this Agreement.\n\n      \"Borrower's Funds Account\" - means the account with Bank into which all\nfunds deposited with Lender pursuant to this Agreement shall be placed.\n\n      \"Business Day\" - means a day of the week (but not a Saturday, Sunday or\nholiday) on which the offices of Bank are open to the public for carrying on\nsubstantially all of Bank's business functions. Unless specifically referenced\nin this Agreement as a Business Day, all references to \"days\" shall be to\ncalendar days.\n\n      \"Certificate of Approval\" - means a certificate in the form of EXHIBIT F.\n\n      \"Completion Date\" - means the date upon which Borrower satisfies the last\nof the conditions for the release of the Retention, as provided in Paragraph C\nof EXHIBIT D, currently estimated to be January 31, 2002, the date by which\nconstruction of the Improvements must be complete, subject to extension pursuant\nto change orders approved by Lender as provided herein or pursuant to the\nprovisions of Section 4.3.\n\n      \"Construction Agreement\" - means that certain agreement to construct the\nImprovements dated November 1, 2000 by and between Borrower and Contractor.\n\n      \"Contractor\" - means Swinerton Builders.\n\n      \"Deed of Trust\" - means that certain Construction Deed of Trust with\nAbsolute Assignment of Leases and Rents, Security Agreement and Fixture Filing\nof even date herewith executed by Borrower, as Trustor, to First American Title\nCompany, as Trustee, for the benefit of Lender, as Beneficiary, as hereafter\namended, supplemented, replaced or modified.\n\n\n                                     Page 2\n\n      \"Deemed Approval Matter\" - means any matter requiring the consent of\nLender under the Loan Documents including, without limitation, the following:\n(1) contracts for which Lender approval is required hereunder, as contemplated\nin Sections 4.4 and 4.5, (2) Plans and Specifications and changes thereto for\nwhich Lender approval is required hereunder, as contemplated in Section 4.6, (3)\nBorrower's contracting for any materials, furnishings, equipment, fixtures or\nother parts or components of the Improvements in which any third party will\nretain any interest for which Lender approval is required hereunder, as\ncontemplated in Section 4.8, (4) the inclusion of the Property in any assessment\ndistrict or community facilities district for which Lender approval is required\nhereunder, as contemplated in Section 4.11, (5) formation and authorization\ndocuments of Borrower, and modifications thereto, for which Lender approval is\nrequired hereunder, as contemplated in Sections 6.3 and 9.10, (6) the issuance\nof any Set Aside Letter for which Lender approval is required hereunder, as\ncontemplated in Section 8.1; (7) leases and leasing parameters for which Lender\napproval is required hereunder, as contemplated in Section 9.4, (8) any\nSubdivision Map for which Lender approval is required hereunder, as contemplated\nin Section 9.6, (9) assignment of all or any portion of Borrower's interest\nunder the Loan documents or any moneys due or to become due thereunder for which\nLender approval is required hereunder, as contemplated in Section 9.8, and (10)\nagreements providing for the management, leasing or operation of the Property or\nImprovements for which Lender approval is required hereunder, as contemplated in\nSection 9.9; provided, however, the Lender's right to approve, as provided in\nthis Agreement, (i) the Title Policy and (ii) any transfer of the Property, any\ninterest in Borrower, or any interest in WEO other than a Permitted Transfer,\nshall not constitute Deemed Approval Matters.\n\n      \"Default\" - shall have the meaning ascribed to such term in Section 11.1.\n\n      \"Development and Management Agreements\" - means that development\nmanagement agreement by and between Borrower, as owner, and WEO, as manager,\ndated June 20, 2000, or any other substitute or additional contract for\ndevelopment management, property management and\/or brokerage services for the\nProperty, and any amendment thereof, in each case, that has been approved by\nLender.\n\n      \"Disbursement Budget\" - means the design and construction budget for the\nImprovements, as approved by Lender from time to time.\n\n      \"Distribution\" - means any transfer of cash or other property from\nBorrower to any constituent member or statutory manager thereof, whether\ncharacterized as a distribution, dividend, redemption, fee, repayment of a loan\nor otherwise, but excluding the payment of any fees, commissions or expenses\npursuant to the Development and Management Agreements prior to the date that\nLender requires Borrower to terminate the Development and Management Agreements\nunder the provisions of Section 11.6 and following the date of any reinstatement\nof any terminated Development and Management Agreements under the provisions of\nSection 11.6.\n\n\n                                     Page 3\n\n      \"Effective Date\" - means the date the Deed of Trust is recorded in the\nOffice of the County Recorder of the county where the Property is located.\n\n      \"Environmental Report\" - means the reports actually received by Lender as\ncontemplated in Section 3.1(d) of this Agreement, including, without limitation,\nthose set forth on Exhibit H to this Agreement.\n\n      \"EOP Project Investor\" - means EOP - San Rafael Corporate Center Investor,\nL.L.C., a Delaware limited company.\n\n      \"Hazardous Materials\" - shall have the meaning ascribed to such term in\nSection 7.1(a).\n\n      \"Hazardous Materials Claims\" - shall have the meaning ascribed to such\nterm in Section 7.1(c).\n\n      \"Hazardous Materials Laws\" - shall have the meaning ascribed to such term\nin Section 7.1(b).\n\n      \"Improvements\" - shall have the meaning ascribed to such term in Recital\nB.\n\n      \"Lender\" - means Riverside Finance Company, L.L.C., a Delaware limited\nliability company.\n\n      \"Lender Payment Turnaround Period\" - means, provided that Borrower\ndelivers the applicable application for payment to Lender under cover of a\nwritten notice stating in bold, all-capitalized letters what the outside date\nfor such Lender Payment Turnaround Period is for that specific application for\npayment, ten (10) calendar days.\n\n      \"Loan\" - means the principal sum that Lender agrees to lend and Borrower\nagrees to borrow pursuant to the terms and conditions of this Agreement:\nTHIRTY-NINE MILLION, FOUR HUNDRED FIFTEEN THOUSAND, EIGHT HUNDRED FIFTY AND\nNO\/100THS DOLLARS ($39,415,850.00).\n\n      \"Loan Documents\" - means those documents, as hereafter amended,\nsupplemented, replaced or modified, properly executed and in recordable form, if\nnecessary, listed in EXHIBIT B as Loan Documents.\n\n      \"Maturity Date\" - means the earliest to occur of (i) September 26, 2003,\n(ii) the date that is one hundred eighty days (180) days after the date that\neither of the \"B Unit\" or the \"C Unit\" (with each of such quoted terms defined\nas provided in the Operating Agreement of Borrower) is transferred to the EOP\nProject Investor or any person or entity controlling, controlled by or under\ncommon control with the EOP Project Investor; and (iii) the date on which all\ninterests of WEO in Borrower are sold or otherwise transferred\n\n\n                                     Page 4\n\nto any person or entity that does not control, is not controlled by or is not\nunder common control with either the EOP Project Investor or WEO.\n\n      \"Note\" - means that certain Promissory Note Secured by Deed of Trust of\neven date herewith, in the original principal amount of the Loan, executed by\nBorrower and payable to the order of Lender, as hereafter amended, supplemented,\nreplaced or modified.\n\n      \"Obligee\" - shall have the meaning ascribed to such term in Section 8.1.\n\n      \"Operating Agreement of Borrower\" - means the limited liability company\nagreement of the Borrower dated as of October 31, 2000, in the form delivered to\nLender, as hereafter amended, supplemented, replaced or modified as permitted in\nthis Agreement.\n\n      \"Operating Agreement of WEO\" - means that certain Amended and Restated\nOperating Agreement No. 1 of Wilson\/Equity Office, LLC dated as of August 1,\n2000, in the form delivered to Lender, as hereafter amended, supplemented,\nreplaced or modified as permitted in this Agreement.\n\n      \"Other Borrower Loan Documents\" - means those documents, as hereafter\namended, supplemented, replaced or modified from time to time, properly executed\nand in recordable form, if necessary, listed in EXHIBIT B as \"Other Borrower\nLoan Documents.\"\n\n      \"Other Related Documents\" - means those documents, as hereafter amended,\nsupplemented, replaced or modified from time to time, properly executed and in\nrecordable form, if necessary, listed in EXHIBIT B as Other Related Documents.\n\n      \"Out of Balance Notice\" - shall have the meaning ascribed to such term in\nSection 3.1(b).\n\n      \"Permitted Transfers\" - means transfers of interests in the Borrower that\nare permitted under the Operating Agreement of the Borrower and transfers of\ninterests in Wilson\/Equity Office, LLC, that are permitted under the Operating\nAgreement of WEO.\n\n      \"Plans and Specifications\" - shall have the meaning ascribed to such term\nin Recital B.\n\n      \"Principal Subs\" - shall have the meaning ascribed to such term in Section\n4.7.\n\n      \"Project Entitlements\" - means (i) that certain Owner Participation,\nDisposition and Development Agreement by and between the San Rafael\nRedevelopment Agency and Fair, Isaac and Company, Inc., dated as of May 18,\n1998; (ii) that certain Development Agreement by and among Village Builders,\nL.P., the City of San Rafael, and Fair, Isaac\n\n\n                                     Page 5\n\nand Company, Inc., dated as of February 17, 1998, and recorded on April 9, 1998,\nas Recorder's Serial No. 98-023245, as amended by that certain Amendment to\nDevelopment Agreement by and among the City of San Rafael, Fair, Isaac and\nCompany, Inc. and San Rafael Corporate Center, LLC, dated as of September 22,\n2000, (iii) that certain Notice of Compliance given by the City of San Rafael\nrecorded on July 15, 1999 as Recorder's Serial No. 1999-0052586, (iv) that\ncertain San Rafael Redevelopment Agency Resolution No. 2000-26: A Resolution of\nthe San Rafael Redevelopment Agency Approving Execution and Implementation of a\nConsent and Agreement Relating to and Amending the Owner Participation,\nDisposition and Development Agreement between the San Rafael Redevelopment\nAgency and Fair, Isaac and Company, Inc., adopted August 7, 2000, (v) that\ncertain Consent and Agreement by and among the San Rafael Redevelopment Agency,\nFair, Isaac and Company, Inc. and San Rafael Corporate Center, LLC, dated as of\nSeptember 22, 2000, (vi) City of San Rafael Ordinance 1754, adopted August 7,\n2000, (vii) City of San Rafael Resolution No. 9634, adopted July 1, 1996; (viii)\nCity of San Rafael Planning Commission Resolution No. 98-2, adopted February 3,\n1998; (ix) City of San Rafael Ordinance No. 1722, adopted February 17, 1998; (x)\nCity of San Rafael Resolution No. 10026, adopted February 17, 1998; (xi) City of\nSan Rafael Ordinance No. 1721 Amending the Zoning Map of the City of San Rafael\n(ZC-97-2), adopted February 17, 1998; (xii) City of San Rafael Resolution No.\n10025 Conditionally Approving Environmental and Design Review Permit (ED-97-24),\nTentative Map (TS-97-1) and Use Permit (UP-97-10), adopted February 17, 1998,\nincluding Conditions of Approval for Environmental Design Review Permit,\nConditions of Approval for Tentative Map and Conditions of Approval for Use\nPermit; (xiii) City of San Rafael Resolution No. 10682, adopted August 7, 2000;\n(xiv) City of San Rafael Resolution No. 10683, adopted August 7, 2000; (xv) City\nof San Rafael Resolution No. 10684 Approving an Amendment to Resolution 10025,\nUse Permit (UP 97-10B) Condition No. 2, adopted August 7, 2000.\n\n      \"Property\" - shall have the meaning ascribed to such term in Recital A.\n\n      \"Required Equity Contribution\" - means SIXTEEN MILLION, EIGHT HUNDRED\nNINETY-TWO THOUSAND, FIVE HUNDRED SEVEN AND NO\/100ths DOLLARS ($16,892,507.00).\n\n      \"Secured Obligations\" - shall have the meaning ascribed to such term in\nthe Deed of Trust.\n\n      \"Set Aside Letter\" - shall have the meaning ascribed to such term in\nSection 8.1.\n\n      \"Subdivision Map\" - shall have the meaning ascribed to such term in\nSection 9.6.\n\n      \"Surety\" - shall have the meaning ascribed to such term in Section 8.1.\n\n\n                                     Page 6\n\n      \"Title Policy\" - means the LP-10 ALTA Lender's Policy of Title Insurance\nas issued by First American Title Company, together with such special\nendorsements as Lender may require thereto, including, without limitation, forms\nCLTA 100 (making particular reference to any easement or encroachment listed in\nthe Title Policy), 116, 116.1, 116.4 (if there are any contiguity issues, in\nLender's opinion), 116.7, 103.7 (modified to insure access to a physically open\npublic street sufficient to provide vehicular and pedestrian ingress and\negress), variable interest rate, separate tax parcel, and such other special\nendorsements as Lender may require.\n\n      \"WEO\" - means Wilson\/Equity Office, LLC, a Delaware limited liability\ncompany.\n\n      \"Working Capital\" - means all proceeds of the Loan disbursed by Lender\ninto the Working Capital Reserve Account maintained with Bank pursuant to the\nterms and conditions of this Agreement.\n\n      \"Working Capital Reserve Account\" - means the account with Bank into which\nall funds disbursed as Working Capital by Lender pursuant to this Agreement\nshall be placed.\n\n      1.2. Exhibits Incorporated. EXHIBITS A, B, C, D, E, F, G and H, all\nattached hereto, are hereby incorporated into this Agreement.\n\n                                ARTICLE 2. LOAN\n\n      2.1. Loan. By and subject to the terms of this Agreement, Lender agrees to\nlend to Borrower and Borrower agrees to borrow from Lender the principal sum of\nTHIRTY-NINE MILLION, FOUR HUNDRED FIFTEEN THOUSAND, EIGHT HUNDRED FIFTY AND\nNO\/100THS DOLLARS ($39,415,850.00), said sum to be evidenced by the Note of even\ndate herewith. The Note shall be secured, in part, by the Deed of Trust, of even\ndate herewith, encumbering certain real property and improvements as legally\ndefined therein. Amounts disbursed to or on behalf of Borrower pursuant to the\nNote shall be used to finance the acquisition and construction of the Property\nand Improvements and for such other purposes and uses as may be permitted under\nthis Agreement and the other Loan Documents.\n\n      2.2. Loan Documents. Borrower shall deliver to Lender concurrently with\nthis Agreement each of the documents, properly executed and in recordable form,\nas applicable, described in EXHIBIT B as Loan Documents, together with those\ndocuments described in EXHIBIT B as Other Related Documents. Notwithstanding\nanything to the contrary contained elsewhere within this Agreement, the lien of\nthe Deed of Trust shall not secure any obligation under any of the Loan\nDocuments that are designated on EXHIBIT B as not being secured by liens upon\nreal property.\n\n\n                                     Page 7\n\n      2.3. Effective Date. The date of the Loan Documents is for reference\npurposes only. The Effective Date of delivery and transfer to Lender of the\nsecurity under the Loan Documents and of Borrower's and Lender's obligations\nunder the Loan Documents shall be the date the Deed of Trust is recorded in the\nOffice of the County Recorder of the county where the Property is located.\n\n      2.4. Maturity Date; Prepayment. Upon the Maturity Date, all sums due and\nowing under this Agreement and the other Loan Documents shall be repaid in full.\nAll payments due to Lender under this Agreement, whether at the Maturity Date or\notherwise, shall be paid in immediately available funds. Amounts owing under the\nNote may be prepaid by Borrower, upon not less than thirty (30) days prior\nwritten notice to Lender, in whole or in part, at any time, without premium or\npenalty.\n\n      2.5. Credit for Principal Payments. Any payment made upon the outstanding\nprincipal balance of the Loan shall be credited as of the Business Day received,\nprovided such payment is received by Lender no later than 11:00 a.m. Pacific\nTime) and constitutes immediately available funds. Any principal payment\nreceived after said time or which does not constitute immediately available\nfunds shall be credited upon such funds having become unconditionally and\nimmediately available to Lender.\n\n      2.6. Full Repayment and Reconveyance. Upon receipt of all sums owing and\noutstanding under the Loan Documents, Lender shall issue a full reconveyance of\nthe Property and Improvements from the lien of the Deed of Trust and otherwise\nrelease Lender's security interest in all other personal property collateral\nthat secure the Loan; provided, however, that all of the following conditions\nshall be satisfied at the time of, and with respect to, such reconveyance: (a)\nLender shall have received all escrow, closing and recording costs, the costs of\npreparing and delivering such reconveyance and any sums then due and payable\nunder the Loan Documents, and (b) Lender shall have received a written release\nsatisfactory to Lender of any set aside letter, letter of credit or other form\nof undertaking which Lender has issued to any surety, governmental agency or any\nother party in connection with the Loan and\/or the Property and Improvements.\nLender's obligation to make further disbursements under the Loan shall terminate\nas to any portion of the Loan undisbursed as of the date of issuance of such\nfull release or reconveyance, and any commitment of Lender to lend any\nundisbursed portion of the Loan shall be canceled.\n\n      2.7. Certificates of Approval. With respect to any Deemed Approval Matter,\nsuch matter shall be deemed approved by Lender if Borrower delivers to Lender,\nwith Borrower's next request for a disbursement pursuant to Article III, below,\na properly completed and factually accurate Certificate of Approval, and Lender\ndoes not dispute such Certificate of Approval by written notice to Borrower\ndelivered within five (5) Business Days following Lender's receipt thereof. Such\nLender approval shall be effective as of the date such approval was required,\nunless Lender timely delivers such written notice disputing such Certificate of\nApproval.\n\n\n                                     Page 8\n\n                            ARTICLE 3. DISBURSEMENT\n\n      3.1. Conditions Precedent. Lender's obligation to make any disbursements\nor take any other action under the Loan Documents shall be subject at all times\nto satisfaction of each of the following conditions precedent:\n\n            (a) There shall exist no Default, as defined in this Agreement,\nDefault as defined in any of the other Loan Documents, event, omission or\nfailure of condition which would constitute a Default after notice or lapse of\ntime, or both, or default by Borrower (following any applicable notice and cure\nperiod) under any of the Other Related Documents, except to the extent that such\nevent, omission or failure (i) is of a nature that it could ripen into a\nmonetary Default, and that event, omission or failure will be cured by the\nrequested disbursement or with funds that Borrower is then attempting to raise\nduring the 60-day cure period set forth in the provisions of the final paragraph\nof Section 11.1, or (ii) is of a nature that it could ripen into a non-monetary\nDefault, such event, omission or failure is curable, and Borrower is then\ndiligently prosecuting such cure to completion within the applicable cure\nperiod; and\n\n            (b) Any undisbursed Loan funds together with all sums, if any, to be\nprovided by Borrower as shown in EXHIBIT C shall be at all times equal to or\ngreater than the amount which Lender from time to time reasonably determines\nnecessary to: (i) pay, through completion, all costs of renovation, development,\nconstruction, operation, marketing and sale or leasing of the Property and\nImprovements in accordance with the Loan Documents; (ii) pay all sums which may\naccrue under the Loan Documents prior to repayment of the Loan; and (iii) enable\nBorrower to perform and satisfy all of the covenants of Borrower contained in\nthe Loan Documents. If Lender reasonably determines at any time that the\nundisbursed Loan funds are insufficient for said purposes, Lender may deliver to\nBorrower written notice demanding that Borrower then deposit funds equal to such\ndeficiency in the Borrower's Funds Account (an \"Out of Balance Notice\"), in\nwhich event Borrower shall deposit the amount of such deficiency in the\nBorrower's Funds Account within thirty (30) days after the date of delivery of\nthe applicable Out of Balance Notice; and\n\n            (c) Lender shall have received all Loan Documents, other documents,\ninstruments, policies, and forms of evidence or other materials requested by\nLender under the terms of this Agreement or any of the other Loan Documents,\nincluding, without limitation, such forms of estoppel certificates and\nsubordination, non-disturbance and attornment agreements as Lender may then\nrequire from existing tenants of the Property; and\n\n            (d) Lender acknowledges that it has received and approved in form\nand substance satisfactory to Lender: (i) a soils report for the Property and\nImprovements; (ii) an environmental questionnaire and environmental site\nassessment with respect to the presence, if any, of Hazardous Materials on the\nProperty and Improvements; (iii) two sets\n\n\n                                     Page 9\n\nof the Plans and Specifications, certified as complete by the Architect (or if\nthe Plans and Specifications for the entirety of the Improvements are not then\ncomplete or some portion of the Improvements are to be constructed using a\ndesign\/build process, in either such case pursuant to partial Plans and\nSpecifications approved by Lender under the provisions of Section 4.6 of this\nAgreement and for which a valid building permit has been issued, then such\nportion of the Plans and Specifications to the extent that payment for such\nportion of the Improvements is to be covered by a current disbursement request),\ntogether with evidence of all necessary or appropriate approvals of governmental\nagencies; (iv) copies of all agreements which are material to completion of the\nImprovements; (v) copies of all building permits and similar permits, licenses,\napprovals, development agreements and other authorizations of governmental\nagencies required in connection with the development of the Property and\nImprovements, or, if such approvals are to be issued on a staged basis, then for\nthe current and all prior stages of development, provided that such staged\ndevelopment has been approved by Lender, as contemplated in Section 4.6; and\n(vi) copies of any initial study, negative declaration, mitigated negative\ndeclaration, environmental impact report, notice of determination or notice of\nexemption prepared, adopted, certified or filed by any governmental agency in\nconnection with the Property; and\n\n                  (e) Lender shall have received and approved evidence\nreasonably acceptable to Lender that Borrower has invested the Required Equity\nContribution into the acquisition and development of the Property and\nImprovements, either as shown on EXHIBIT C or otherwise.\n\n            3.2. Account, Pledge and Assignment, and Disbursement Authorization.\nThe proceeds of the Loan and Borrower's Funds, when qualified for disbursement,\nshall be deposited into the Account or otherwise disbursed to or for the benefit\nor account of Borrower under the terms of this Agreement. Disbursements\nhereunder may be made by Lender upon the written request of any person who has\nbeen authorized by Borrower to request such disbursements until such time as\nwritten notice of Borrower's revocation of such authority is received by Lender\nat the address shown in EXHIBIT D. As additional security for Borrower's\nperformance under the Loan Documents, Borrower hereby irrevocably pledges and\nassigns to Lender the Account and all monies at any time deposited in the\nAccount.\n\n            3.3. Borrower's Funds Account, Pledge and Assignment. Except as\notherwise provided in this Agreement, all of the Borrower's Funds which are\ndeposited with Lender by Borrower as shown in EXHIBIT C, or any other provision\nof the Loan Documents, shall be placed in the Borrower's Funds Account for\ndisbursement under this Agreement. As additional security for Borrower's\nperformance under the Loan Documents, Borrower hereby irrevocably pledges and\nassigns to Lender the Borrower's Funds Account and all monies at any time\ndeposited in the Borrower's Funds Account.\n\n\n                                    Page 10\n\n      3.4. Loan Disbursements. Subject to the conditions set forth in Section\n3.1(b), the proceeds of the Loan and Borrower's Funds shall be disbursed in\naccordance with the terms and conditions of EXHIBIT D. Disbursements made after\nthe deposit of Borrower's Funds shall be made first from the Borrower's Funds\nAccount until depleted. All disbursements shall be held by Borrower in trust and\napplied by Borrower solely for the purposes for which the funds have been\ndisbursed. Lender has no obligation to monitor or determine Borrower's use or\napplication of the disbursements. Partial disbursements shall be permitted under\nthe terms and subject to the conditions set forth in EXHIBIT D.\n\n      3.5. Working Capital. From time to time, in Borrower's Applications for\nPayment, Borrower may request the disbursement of proceeds of the Loan and\nBorrower's Funds into the Working Capital Reserve Account to maintain the\nbalance of the Working Capital Reserve Account at the amount specified in the\nDisbursement Budget, provided that amounts in the Working Capital Reserve\nAccount may only be used to pay reasonable costs of the design or construction\nof the Improvements, and that Borrower shall have delivered the monthly reports\nwith respect to the Working Capital Reserve Account that are required under the\nprovisions of Section 10.1 of this Agreement for all prior months. As additional\nsecurity for Borrower's performance under the Loan Documents, Borrower hereby\nirrevocably pledges and assigns to Lender the Working Capital Reserve Account\nand all monies at any time deposited in the Working Capital Reserve Account.\n\n      3.6. Pre-Closing Loan Disbursements. Attached to this Agreement as EXHIBIT\nG is a schedule of advances that were made by Lender to Borrower prior to the\ndate of the closing of the Loan. Notwithstanding the fact that such advances\noccurred prior to the date of the closing of the Loan, Lender and Borrower\nhereby agree that each of such advances shall be treated as if it were a\ndisbursement of proceeds of the Loan under and subject to the provisions of the\nLoan Documents, in each case, as of the date of each such advance.\n\n                            ARTICLE 4. CONSTRUCTION\n\n      4.1. Commencement and Completion. Borrower shall commence construction of\nthe Improvements without delay after recordation of the Deed of Trust and shall\ncomplete construction of the Improvements on or before the Completion Date.\n\n      4.2. Commencement and Completion of Offsite Improvements. Borrower shall\ncommence construction of any offsite improvements required by any governmental\nauthority to be performed by Borrower under any Project Entitlements in\nconnection with the construction of the Improvements without delay after\nrecordation of the Deed of Trust and shall complete construction of any such\noffsite improvements on or before the date required under the applicable Project\nEntitlements.\n\n\n                                    Page 11\n\n      4.3. Force Majeure. The time within which construction of the Improvements\nmust be completed shall be extended for a period of time equal to the period of\nany delay directly affecting construction which is caused by fire, earthquake or\nother acts of God, unexpected inclement weather, utility shortages or\ninterruptions, strike, lockout, acts of public enemy, riot, insurrection, or\ngovernmental regulation of the sale or transportation of materials, supplies or\nlabor, the failure of any governmental authority to issue any Project\nEntitlement for reasons beyond Borrower's reasonable control, the failure of any\ncondition of approval on any Project Entitlement for any reason beyond\nBorrower's reasonable control, or any moratorium enacted by any governmental\nauthority over Borrower's good faith opposition that prohibits, impairs, delays\nor restricts development of the Improvements; provided, however, that Borrower\nshall furnish Lender with written notice satisfactory to Lender evidencing any\nsuch delay within ten (10) days after the occurrence of any such delay. In no\nevent shall the time the anticipated date for completion of the Improvements be\nextended beyond the Maturity Date or more than one hundred twenty (120) days\nbeyond the Completion Date as scheduled prior to such delay.\n\n      4.4. Construction Agreement. Borrower and Contractor have entered into the\nConstruction Agreement pursuant to the terms and conditions of which Contractor\nis to construct the Improvements. Borrower shall require Contractor to perform\nin accordance with the terms of the Construction Agreement and shall not amend,\nmodify or alter the Construction Agreement without Lender's prior written\nconsent, which consent shall not be unreasonably withheld, conditioned or\ndelayed. Borrower shall execute, upon Lender's request, an assignment of\nBorrower's rights under the Construction Agreement to Lender as security for\nBorrower's obligations under this Agreement and the other Loan Documents and\nshall cause the Contractor to consent to any such assignment.\n\n      4.5. Architect's Agreement. Borrower and Architect have entered into the\nArchitect's Agreement, pursuant to which Architect is to design the\nImprovements. Borrower shall require Architect to perform in accordance with the\nterms of the Architect's Agreement and shall not amend, modify or alter the\nArchitect's Agreement without Lender's prior written consent, which consent\nshall not be unreasonably withheld, conditioned or delayed. Upon Lender's\nrequest, Borrower shall execute an assignment of the Architect's Agreement and\nthe Plans and Specifications to Lender as additional security for Borrower's\nperformance under this Agreement and the other Loan Documents and shall cause\nthe Architect to consent to any such assignment.\n\n      4.6. Plans and Specifications.\n\n            (a) Changes; Lender Consent. If the Plans and Specifications\ncontemplate staged design and construction, and if Lender has approved Plans and\nSpecifications that contemplate that certain stages will be designed in the\nfuture, then any stages of such Plans and Specifications that have not been\napproved by Lender as of the date of this Agreement shall be subject to Lender's\nprior written approval, which consent shall not be unreasonably withheld,\nconditioned or delayed. Except as otherwise\n\n\n                                    Page 12\n\nprovided in this Agreement, Borrower shall not make any changes in the Plans and\nSpecifications or the Improvements without Lender's prior written consent if\nsuch change, taken together with all other changes for which Lender's approval\nwas not required hereunder, could materially affect the overall quality or\nefficiency of the Improvements or the Improvements' exterior, lobbies or\nbuilding systems. Without limiting the above, Lender agrees that Borrower may\nmake minor changes in the Plans and Specifications and Improvements without\nLender's prior written consent, provided that such changes do not violate any of\nthe conditions specified herein. Notwithstanding the foregoing, Lender shall not\nhave any approval rights respecting any change in the Plans and Specifications\nor the Improvements if such change follows inevitably from previously approved\nPlans and Specifications or changes thereto. Borrower shall at all times\nmaintain, for inspection by Lender, a set of working drawings of the\nImprovements, which, if there is staged design that has not yet occurred, if\napplicable, shall at least cover the portions of the Improvements completed and\nunder construction or fully designed at such time.\n\n            (b) Changes; Submission Requirements. Borrower shall submit any\nproposed change in the Plans and Specifications requiring Lender's consent to\nLender prior to the commencement of construction relating to such proposed\nchange, at least ten (10) Business Days prior to the commencement of\nconstruction. Requests for any change which requires consent shall be\naccompanied by working drawings (or appropriate submittals)and a written\ndescription of the proposed change, submitted on a change order form acceptable\nto Lender, signed by Borrower and, if required by Lender, also by the Architect\nand the Contractor. At its option, Lender may require Borrower to provide: (i)\nevidence satisfactory to Lender of the cost and time necessary to complete the\nproposed change; and (ii) a deposit in the amount of any increased costs into\nBorrower's Funds Account.\n\n            (c) Consent Process. Borrower acknowledges that Lender's review of\nany changes and required consent may result in delays in construction and hereby\nconsents to any such delays. Nevertheless, Lender shall use commercially\nreasonable efforts to respond to requests for approval within the time periods\nprovided in this Agreement.\n\n            (d) Final Plans and Specifications. Upon completion of the\nImprovements, Borrower shall deliver to Lender within sixty (60) days a set of\nfinal, as-built Plans and Specifications.\n\n      4.7. Contractor\/Construction Information. Borrower shall deliver to Lender\nin a form acceptable to Lender: (a) a list detailing the name, address and phone\nnumber of each contractor, subcontractor and material supplier to be employed or\nused for construction of the Improvements who is under contract or otherwise has\nbeen selected to supply goods or services or perform work for the Project\ncosting in excess of $5,000 in the aggregate and any other person or entity who\ndelivers a Preliminary Notice to Owner\n\n\n                                    Page 13\n\nor Lender under Civil Code Sections 3097 or 3098 (collectively, \"Principal\nSubs\") together with the dollar amount, including changes, if any, reflected in\neach contract and subcontract for the Principal Subs, and the portion thereof,\nif any, paid through the date of such list of Principle Subs; (b) copies of each\ncontract and subcontract identified in such list of Principal Subs, including\nany changes thereto; (c) a cost breakdown of the projected total cost of\nconstructing the Improvements, and that portion, if any, of each cost item which\nhas been incurred; and (d) a construction progress schedule detailing the\nprogress of construction and the projected sequencing and completion time for\nuncompleted work, all as of the date of such schedule.\n\nBorrower agrees that Lender's approval of any contractor, subcontractor or\nmaterial supplier if and to the extent permitted under the terms of this\nAgreement shall not constitute a warranty or representation of qualification by\nLender. Lender may contact any contractor, subcontractor or material supplier to\ndiscuss the course of construction.\n\n      4.8. Prohibited Contracts. Without Lender's prior written consent,\nBorrower shall not contract for any materials, furnishings, equipment, fixtures\nor other parts or components of the Improvements, if any third party shall\nretain any ownership interest (other than lien rights created by operation of\nlaw) in such items after their delivery to the Property and Improvements.\nBorrower shall have twenty (20) days to effect the removal of any such retained\ninterest not otherwise permitted above, or, provided that such interest or the\nholder's realization thereon will not jeopardize Borrower's title to or use of\nthe Property, if such retained interest cannot be reasonably removed in such\nperiod, Borrower shall have commenced such removal within such time and shall\ndiligently pursue its removal until completed.\n\n      4.9. Liens and Stop Notices. If a claim of lien is recorded which affects\nthe Property or Improvements or a bonded stop notice is served upon Lender,\nwithin twenty (20) calendar days after such recording or service or within five\n(5) Business Days after Lender's demand, whichever occurs first, Borrower, at\nBorrower's election, shall do one of the following: (a) pay and discharge the\nclaim of lien or bonded stop notice; (b) effect the release thereof by recording\nor delivering to Lender a surety bond in sufficient form and amount; or (c)\nprovide Lender with other assurances which Lender deems, in its sole discretion,\nto be satisfactory for the payment of such claim of lien or bonded stop notice\nand for the full and continuous protection of Lender from the effect of such\nlien or bonded stop notice.\n\n      4.10. Construction Responsibilities. Borrower shall construct the\nImprovements in a workmanlike manner substantially in accordance with the Plans\nand Specifications and the recommendations of any soils or engineering report\napproved by Lender pursuant to Section 3.1(d) above. Borrower shall\nsubstantially comply with all applicable laws, ordinances, rules, regulations,\nbuilding restrictions, recorded covenants and restrictions, and requirements of\nall regulatory authorities having jurisdiction over the Property or\nImprovements. Borrower shall be solely responsible for all aspects of Borrower's\n\n\n                                    Page 14\n\nbusiness and conduct in connection with the Property and Improvements,\nincluding, without limitation, for the quality and suitability of the Plans and\nSpecifications and their compliance with all governmental requirements, the\nsupervision of the work of construction, the qualifications, financial condition\nand performance of all architects, engineers, contractors, material suppliers,\nconsultants and property managers, and the accuracy of all applications for\npayment and the proper application of all disbursements. Lender is not obligated\nto supervise, inspect or inform Borrower or any third party of any aspect of the\nconstruction of the Improvements or any other matter referred to above.\n\n      4.11. Assessments and Community Facilities Districts. Without Lender's\nprior written consent, Borrower shall not cause or suffer to become effective or\notherwise consent to the formation of any assessment district or community\nfacilities district which includes all or any part of the Property and\nImprovements pursuant to: (a) the Mello-Roos Community Facilities Act of 1982;\n(b) the Municipal Improvement Act of 1913; or (c) any other comparable or\nsimilar statute or regulation. Nor shall Borrower cause or otherwise consent to\nthe levying of special taxes or assessments against the Property and\nImprovements by any such assessment district or community facilities district.\n\n      4.12. Delay. Borrower shall promptly notify Lender in writing of any event\ncausing delay or interruption of construction, or the timely completion of\nconstruction. The notice shall specify the particular work delayed, and the\ncause and period of each delay.\n\n      4.13. Inspections. Lender shall have the right to enter upon the Property\nat all reasonable times to inspect the Improvements and the construction work to\nverify information disclosed or required pursuant to this Agreement. Any\ninspection or review of the Improvements by Lender is solely to determine\nwhether Borrower is properly discharging its obligations to Lender and may not\nbe relied upon by Borrower or by any third party as a representation or warranty\nof compliance with this Agreement or any other agreement. Lender owes no duty of\ncare to Borrower or any third party to protect against, or to inform Borrower or\nany third party of, any negligent, faulty, inadequate or defective design or\nconstruction of the Improvements as determined by Lender.\n\n      4.14. Surveys. Upon Lender's written request, Borrower shall promptly\ndeliver to Lender: (a) a current survey of the Property showing the location of\nthe Improvements on the Property (as constructed as of the date of such survey),\nall easements, encroachments and applicable governmental set backs; and (b) upon\ncompletion of the Improvements, an as-built survey acceptable to a title insurer\nfor purposes of issuing an ALTA policy of title insurance. All such surveys\nshall be performed and certified by a licensed engineer or surveyor acceptable\nto the title insurer.\n\n      4.15. Subdivision and Partial Release. Reference is made to Section 5.14\nof the Deed of Trust for provisions relating to Borrower's right to subdivide\nthe Property and obtain a partial release of the lien of the Deed of Trust, on\nthe terms and subject to the\n\n\n                                    Page 15\n\nconditions set forth therein. Lender agrees to comply with the obligations of\nthe Beneficiary under the Deed of Trust set forth in Section 5.14 thereof, and\nfurther agrees that, upon any such partial release, the definition of \"Property\"\nunder this Agreement and the other Loan Documents shall be deemed restated to\ninclude only that portion of the Property that remains subject to the lien of\nthe Deed of Trust.\n\n                              ARTICLE 5. INSURANCE\n\n      Borrower shall, while any obligation of Borrower under any Loan Document\nremains outstanding, maintain at Borrower's sole expense, with licensed insurers\napproved by Lender, the following policies of insurance in form and substance\nsatisfactory to Lender:\n\n      5.1. Title Insurance. A Title Policy insuring Lender, in the principal\namount of the Loan, of the validity and the priority of the lien of the Deed of\nTrust upon the Property and Improvements, subject only to matters approved by\nLender in writing. During the term of the Loan, Borrower shall deliver to\nLender, within five (5) Business Days after Lender's written request, such other\nendorsements to the Title Policy as Lender may reasonably require.\n\n      5.2. Property Insurance. A Builders Risk Completed Value Hazard Insurance\npolicy, including, without limitation, such endorsements as Lender may require,\ninsuring Lender against damage to the Property and Improvements in an amount\nacceptable to Lender. Lender shall be named on the policy under a Lender's Loss\nPayable Endorsement (form #438BFU or equivalent).\n\n      5.3. Flood Hazard Insurance. A policy of flood insurance, as required by\napplicable governmental regulations, or as deemed necessary by Lender.\n\n      5.4. Liability Insurance. A policy of commercial general liability\ninsurance with limits as required by Lender, insuring against liability for\ninjury and\/or death to any person and\/or damage to any property occurring on the\nProperty and\/or in the Improvements from any cause whatsoever.\n\n      5.5. General. Borrower shall provide to Lender the originals of all\nrequired insurance policies, or other evidence of insurance acceptable to\nLender. All insurance policies shall provide that the insurance shall not be\ncancelable or materially changed without ten (10) days prior written notice to\nLender. Lender shall be named under a Lender's Loss Payable Endorsement (form\n#438BFU or equivalent) on all insurance policies which Borrower actually\nmaintains with respect to the Property and Improvements. Borrower shall provide\nto Lender evidence of any other hazard insurance Lender may deem necessary at\nany time during the Loan.\n\n\n                                    Page 16\n\n                   ARTICLE 6. REPRESENTATIONS AND WARRANTIES\n\n      As a material inducement to Lender's entry into this Agreement, Borrower\nrepresents and warrants to Lender as of the Effective Date and as of the date\neach Application for Payment is submitted to Lender pursuant to EXHIBIT D\n(provided, however, that to the extent circumstances have changed for reasons\nbeyond the reasonable control of Borrower such that Borrower must qualify such\nrepresentations and warranties as of the date of delivery of any such\nApplication for Payment, such qualification, to the extent it renders the\napplicable representation materially untrue or breaches the applicable warranty,\nshall merely be a failure of condition to Lender's obligation to disburse funds\nunder the provisions of EXHIBIT D, as opposed to constituting an Event of\nDefault) that:\n\n      6.1. Authority\/Enforceability. Borrower is in substantial compliance with\nall laws and regulations applicable to its organization, existence and\ntransaction of business and has all necessary rights and powers to own, develop\nand operate the Property and Improvements as contemplated by the Loan Documents.\n\n      6.2. Binding Obligations. Borrower is authorized to execute, deliver and\nperform its obligations under the Loan Documents and such obligations are and\nshall continue to be valid and binding obligations of Borrower.\n\n      6.3. Formation and Organizational Documents. Borrower has delivered to\nLender all formation and organizational documents of Borrower, and all such\nformation and organizational documents remain in full force and effect and have\nnot been amended or modified since they were delivered to or otherwise approved\nby Lender. Borrower shall immediately provide Lender with copies of any\namendments or modifications of the formation or organizational documents, to the\nextent permitted hereunder.\n\n      6.4. No Violation. Borrower's execution, delivery, and performance under\nthe Loan Documents do not: (a) require any consent or approval not heretofore\nobtained under any partnership agreement, operating agreement, limited liability\ncompany agreement, articles of incorporation, bylaws or other document; (b)\nmaterially violate any governmental requirement applicable to the Property and\nImprovements or any other statute, law, regulation or ordinance or any order or\nruling of any court or governmental entity; (c) materially conflict with, or\nconstitute a material breach or default or permit the acceleration of\nobligations under any agreement, contract, lease, or other document by which the\nBorrower is or the Property and Improvements are bound or regulated; or (d)\nmaterially violate any statute, law, regulation or ordinance, or any order of\nany court or governmental entity.\n\n      6.5. Compliance with Laws. Borrower has, and at all applicable times shall\nhave obtained, all permits, licenses, exemptions, and approvals necessary to\nconstruct, occupy, operate and market the Property and Improvements for the\napplicable stage of\n\n\n                                    Page 17\n\ndevelopment and operation, and shall maintain substantial compliance with all\ngovernmental requirements applicable to the Property and Improvements and all\nother applicable statutes, laws, regulations and ordinances necessary for the\ntransaction of its business.\n\n      6.6. Litigation. Except as disclosed to Lender in writing, there are no\nclaims, actions, suits, or proceedings pending, or to Borrower's knowledge\nthreatened, against Borrower, or affecting the Property or Improvements that are\nof a material nature and that, if successfully prosecuted against Borrower would\ncreate a material adverse change in the financial condition of Borrower.\n\n      6.7. Financial Condition. All financial statements and information\nrelating to the financial condition of Borrower, the Property, and the\nImprovements, which have been heretofore and hereafter are delivered to Lender\nby Borrower, fairly and accurately represent as of the date of such delivery the\nfinancial condition of the subject thereof and have been prepared (except as\nnoted therein) in accordance with generally accepted accounting principles\nconsistently applied. Borrower acknowledges and agrees that Lender may request\nand obtain additional information from third parties regarding any of the above,\nincluding, without limitation, credit reports.\n\n      6.8. [Deleted]\n\n      6.9. Loan Proceeds and Adequacy. The undisbursed Loan proceeds, together\nwith Borrower's Funds and all other sums, if any, to be provided by Borrower as\nshown in EXHIBIT C, are sufficient to construct the Improvements in accordance\nwith the terms and conditions of this Agreement.\n\n      6.10. Accuracy. All reports, documents, instruments, information and forms\nof evidence delivered to Lender concerning the Loan or security for the Loan or\nrequired by the Loan Documents are accurate, correct and sufficiently complete\nto give Lender true and accurate knowledge of their subject matter, and do not\ncontain any material misrepresentation or omission.\n\n      6.11. Tax Liability. Borrower has filed all required federal, state,\ncounty and municipal tax returns and has paid all taxes and assessments owed and\npayable by Borrower or with respect to the Property, and Borrower has no\nknowledge of any basis for any additional payment with respect to any such taxes\nand assessments.\n\n      6.12. Utilities. Subject to the provisions of Section 4.3 of this\nAgreement, all utility services, including, without limitation, gas, water,\nsewage, electrical and telephone, necessary for the development and occupancy of\nthe Property and Improvements are available at or within the boundaries of the\nProperty, or Borrower has taken all steps reasonably necessary to date to assure\nthat all such services will be available upon completion of the Improvements.\n\n\n                                    Page 18\n\n      6.13. Compliance. Borrower is familiar with and in substantial compliance\nwith all governmental requirements for the development of the Property and\nconstruction of the Improvements and, subject to the provisions of Section 4.3\nof this Agreement, will substantially conform to and comply with all\ngovernmental requirements and the Plans and Specifications.\n\n      6.14. Americans With Disabilities Act Compliance. The Improvements have\nbeen or will be designed and shall be constructed and completed, and thereafter\nmaintained, in general accordance and substantial compliance with all of the\nrequirements of the Americans with Disabilities Act, of July 26, 1990, Pub. L.\nNo. 101-336, 104 Stat. 327, 42 U.S.C. Section 12101, et seq., as amended from\ntime to time. Borrower shall be responsible for all ADA compliance costs;\nprovided however, Lender acknowledges and agrees that construction and operation\nof portions of the Improvements which are intended to satisfy the foregoing\nrepresentation and warranty and any related covenant of Borrower may be funded\nby the Loan.\n\n      6.15. Business Loan. The Loan is a business loan transaction in the stated\namount solely for the purpose of carrying on the business of Borrower and none\nof the proceeds of the Loan will be used for the personal, family or\nagricultural purposes of the Borrower.\n\n                         ARTICLE 7. HAZARDOUS MATERIALS\n\n      7.1. Special Representations and Warranties. Without in any way limiting\nthe other representations and warranties set forth in this Agreement, and after\nreasonable investigation and inquiry, and except as disclosed in the\nEnvironmental Report or otherwise disclosed in writing to Lender prior to the\ndate of this Agreement, Borrower hereby specially represents and warrants to the\nbest of Borrower's knowledge as of the date of this Agreement as follows:\n\n            (a) Hazardous Materials. The Property and Improvements are not and\nhave not been a site for the use, generation, manufacture, storage, treatment,\nrelease, threatened release, discharge, disposal, transportation or presence of\nany oil, flammable explosives, asbestos, urea formaldehyde insulation,\nradioactive materials, hazardous wastes, toxic or contaminated substances or\nsimilar materials, including, without limitation, any substances which are\n\"hazardous substances,\" \"hazardous wastes,\" \"hazardous materials,\" \"toxic\nsubstances,\" \"wastes,\" \"regulated substances,\" \"industrial solid wastes,\" or\n\"pollutants\" under the Hazardous Materials Laws, as described below, and\/or\nother applicable environmental laws, ordinances or regulations (collectively,\nthe \"Hazardous Materials\"). \"Hazardous Materials\" shall not include commercially\nreasonable amounts of such materials used in the ordinary course of preparation\nof the Property for construction, construction of the Improvements and operation\nof the Property which are used and stored in accordance with all applicable\nenvironmental laws, ordinances and regulations.\n\n\n                                    Page 19\n\n            (b) Hazardous Materials Laws. The Property and Improvements are in\nsubstantial compliance with all laws, ordinances and regulations relating to\nHazardous Materials (\"Hazardous Materials Laws\"), including, without limitation:\nthe Clean Air Act, as amended, 42 U.S.C. Section 7401 et seq.; the Federal Water\nPollution Control Act, as amended, 33 U.S.C. Section 1251 et seq.; the Resource\nConservation and Recovery Act of 1976, as amended, 42 U.S.C. Section 6901 et\nseq.; the Comprehensive Environment Response, Compensation and Liability Act of\n1980, as amended (including the Superfund Amendments and Reauthorization Act of\n1986, \"CERCLA\"), 42 U.S.C. Section 9601 et seq.; the Toxic Substances Control\nAct, as amended, 15 U.S.C. Section 2601 et seq.; the Occupational Safety and\nHealth Act, as amended, 29 U.S.C. Section 651, the Emergency Planning and\nCommunity Right-to-Know Act of 1986, 42 U.S.C. Section 11001 et seq.; the Mine\nSafety and Health Act of 1977, as amended, 30 U.S.C. Section 801 et seq.; the\nSafe Drinking Water Act, as amended, 42 U.S.C. Section 300f et seq.; and all\ncomparable state and local laws, laws of other applicable jurisdictions or\norders and regulations.\n\n            (c) Hazardous Materials Claims. There are no claims or actions\n(\"Hazardous Materials Claims\") pending or threatened against Borrower, the\nProperty or Improvements by any governmental entity or agency or by any other\nperson or entity relating to Hazardous Materials or pursuant to the Hazardous\nMaterials Laws.\n\n            (d) Border Zone Property. The Property has not been designated as\nBorder Zone Property under the provisions of California Health and Safety Code,\nSections 25220 et seq. and there has been no occurrence or condition on any real\nproperty adjoining or in the vicinity of the Property that could cause the\nProperty or any part thereof to be designated as Border Zone Property.\n\n      7.2. Hazardous Materials Covenants. Borrower agrees as follows:\n\n            (a) No Hazardous Activities. Except for the implementation of\nremediation programs or plans required under agreements, orders or consent\ndecrees referenced in the Environmental Report, Borrower shall not cause or\npermit the Property or Improvements to be used as a site for the use,\ngeneration, manufacture, storage, treatment, release, discharge, disposal,\ntransportation or presence of any Hazardous Materials.\n\n            (b) Compliance. Except to the extent such compliance is to be the\nresult of the implementation of remediation programs or plans required under\nagreements, orders or consent decrees referenced in the Environmental Report,\nBorrower shall comply and cause the Property and Improvements to comply with all\nHazardous Materials Laws.\n\n            (c) Notices. Except for those matters set forth in the Environmental\nReport or otherwise disclosed in writing to Lender prior to the date of this\nAgreement, Borrower shall immediately notify Lender in writing of: (i) the\ndiscovery of any \n\n\n                                    Page 20\n\nHazardous Materials on, under or about the Property and Improvements; (ii) any\nknowledge by Borrower that the Property and Improvements are not in material\ncompliance with any Hazardous Materials Laws; (iii) any Hazardous Materials\nClaims; and (iv) the discovery of any occurrence or condition on any real\nproperty adjoining or in the vicinity of the Property that could cause the\nProperty or any part thereof to be designated as Border Zone Property.\n\n            (d) Remedial Action. Except with respect to any Hazardous Materials,\nviolations of Hazardous Materials Laws and Hazardous Materials Claims that are\nto be remedied by the implementation of remediation programs or plans required\nunder agreements, orders or consent decrees referenced in the Environmental\nReport, in response to the presence of any Hazardous Materials on, under or\nabout the Property or Improvements, Borrower shall immediately take, at\nBorrower's sole expense, all remedial action required by any Hazardous Materials\nLaws or any judgment, consent decree, settlement or compromise in respect to any\nHazardous Materials Claims.\n\n            (e) Inspection By Lender. Upon reasonable prior notice to Borrower,\nLender, its employees and agents, may from time to time (whether before or after\nthe commencement of a nonjudicial or judicial foreclosure proceeding) enter and\ninspect the Property and Improvements for the purpose of determining the\nexistence, location, nature and magnitude of any past or present release or\nthreatened release of any Hazardous Materials into, onto, beneath or from the\nProperty and Improvements.\n\n            (f) Hazardous Materials Indemnity. BORROWER HEREBY AGREES TO DEFEND,\nINDEMNIFY AND HOLD HARMLESS LENDER, ITS DIRECTORS, OFFICERS, MEMBERS, MANAGERS,\nEMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS FROM AND AGAINST ANY AND ALL LOSSES,\nDAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER\nEXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES AND EXPENSES) WHICH\nLENDER MAY INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF THE USE, GENERATION,\nMANUFACTURE, STORAGE, DISPOSAL, THREATENED DISPOSAL, TRANSPORTATION OR PRESENCE\nOF HAZARDOUS MATERIALS IN, ON, UNDER OR ABOUT THE PROPERTY OR IMPROVEMENTS.\nBORROWER SHALL IMMEDIATELY PAY TO LENDER UPON DEMAND ANY AMOUNTS OWING UNDER\nTHIS INDEMNITY, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES\nUNTIL PAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE\nNOTE. BORROWER'S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS\nLENDER SHALL SURVIVE THE CANCELLATION OF THE NOTE AND THE RELEASE, RECONVEYANCE\nOR PARTIAL RECONVEYANCE OF THE DEED OF TRUST.\n\n            (g) Legal Effect of Section. Borrower and Lender agree that: (a)\nthis Article VII is intended as Lender's written request for information (and\nBorrower's\n\n\n                                    Page 21\n\nresponse) concerning the environmental condition of the real property security\nas required by California Code of Civil Procedure Section 726.5; and (b) each\nprovision in this Article (together with any indemnity applicable to a breach of\nany such provision) with respect to the environmental condition of the real\nproperty security is intended by Lender and Borrower to be an \"environmental\nprovision\" for purposes of California Code of Civil Procedure Section 736, and\nas such it is expressly understood that Borrower's duty to indemnify Lender\nhereunder shall survive: (i) any judicial or non-judicial foreclosure under the\nDeed of Trust, or transfer of the Property in lieu thereof; (ii) the release and\nreconveyance or cancellation of the Deed of Trust; and (iii) the satisfaction of\nall of Borrower's obligations under the Loan Documents.\n\n                          ARTICLE 8. SET ASIDE LETTERS\n\n      8.1. Set Aside Letters. If, at Borrower's request, Lender issues any\nletter or letters (\"Set Aside Letter\") to any governmental agency (\"Obligee\") or\nbonding company (\"Surety\") whereby Lender agrees to allocate Loan proceeds for\nthe construction of off-site, common area, or other improvements required by any\ngovernmental agency or for which bonds may be required (\"Bonded Work\") in\nconnection with the development of the Property, Borrower represents, warrants,\ncovenants and agrees as follows:\n\n            (a) The sum which Borrower requests Lender to allocate for the\nBonded Work shall be sufficient to pay for the construction and completion cost\nof the Bonded Work in accordance with any agreement between Borrower and Obligee\nor as may be required under the Project Entitlements, and a copy of such\nagreement shall be furnished to Lender by Borrower prior to and as a condition\nprecedent to the issuance by Lender of any Set Aside Letter;\n\n            (b) Lender is irrevocably and unconditionally authorized to disburse\nto the Obligee or Surety all or any portion of said allocated Loan proceeds upon\na demand of such Surety or Obligee made in accordance with the terms and\nconditions of the Set Aside Letter;\n\n            (c) Any disbursements or payments which Lender makes or may be\nobligated to make under any Set Aside Letter, whether made directly to the\nSurety, Obligee, or to others for completion of all or part of the Bonded Work,\nshall be deemed a disbursement under this Agreement to or for the benefit or\naccount of Borrower;\n\n            (d) BORROWER SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS LENDER FROM\nANY CLAIM, DEMAND, CAUSE OF ACTION, DAMAGE, LOSS OR LIABILITY, INCLUDING,\nWITHOUT LIMITATION, ANY COURT COSTS AND ATTORNEYS' FEES AND EXPENSES, WHICH\nLENDER MAY SUFFER OR INCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF ITS ISSUANCE\nOF OR COMPLIANCE WITH ANY REQUESTED SET ASIDE LETTER. BORROWER SHALL PAY ANY\nINDEBTEDNESS ARISING UNDER THIS\n\n\n                                    Page 22\n\nINDEMNITY TO LENDER IMMEDIATELY UPON DEMAND OF LENDER. BORROWER'S DUTY TO\nDEFEND, INDEMNIFY AND HOLD HARMLESS LENDER HEREUNDER SHALL SURVIVE THE RELEASE\nAND CANCELLATION OF THE NOTE AND THE FULL OR PARTIAL RELEASE OR RECONVEYANCE OF\nTHE DEED OF TRUST OR OTHER LOAN DOCUMENTS;\n\n            (e) Lender shall have no obligation to release any collateral or\nsecurity under the Loan Documents unless and until Lender has received a full\nand final written release of its obligations under each Set Aside Letter; and\n\n            (f) Lender is not obligated to issue any Set Aside Letter and may\nrefuse to do so in Lender's sole and absolute discretion.\n\n                        ARTICLE 9. COVENANTS OF BORROWER\n\n      9.1. Expenses. Borrower shall immediately pay Lender upon demand all\nLender's reasonable out-of-pocket costs and expenses actually incurred by Lender\nin connection with: (a) the preparation of this Agreement, all other Loan\nDocuments and Other Related Documents contemplated hereby; (b) the\nadministration of this Agreement, the other Loan Documents and Other Related\nDocuments for the term of the Loan; and (c) the enforcement or satisfaction by\nLender of any of Borrower's obligations under this Agreement, the other Loan\nDocuments or the Other Related Documents. For all purposes of this Agreement,\nLender's costs and expenses shall include, without limitation, all appraisal\nfees, cost engineering and inspection fees, legal fees and expenses, accounting\nfees, environmental consultant fees, auditor fees, and the cost to Lender of any\ntitle insurance premiums, title surveys, reconveyance and notary fees. Borrower\nrecognizes and agrees that Lender may, at its option, require inspection of the\nProperty and Improvements by an independent supervising architect and\/or cost\nengineering specialist: (i) prior to each advance; (ii) at least once each month\nduring the course of construction even though no disbursement is to be made for\nthat month; (iii) upon completion of the Improvements; and (iv) at least\nsemi-annually thereafter during the term of the Loan. To the extent that any of\nthe foregoing are performed or incurred by employees of Lender or any Affiliate\nof Lender, no such costs, or any associated travel, lodging, subsistence or\nother expenses for such goods and services shall be owed by Borrower.\n\n      9.2. ERISA Compliance. Borrower shall at all times comply with the\nprovisions of ERISA with respect to any retirement or other employee benefit\nplan to which it is a party as employer, and as soon as possible after Borrower\nknows, or has reason to know, that any Reportable Event (as defined in ERISA)\nwith respect to any such plan of Borrower has occurred, it shall furnish to\nLender a written statement setting forth details as to such Reportable Event and\nthe action, if any, which Borrower proposes to take with respect thereto,\ntogether with a copy of the notice of such Reportable Event furnished to the\nPension Benefit Guaranty Corporation.\n\n\n                                    Page 23\n\n      9.3. Leasing. Once the Improvements are completed and ready for occupancy,\nBorrower shall use its commercially reasonable efforts to maintain all leasable\nspace in the Property leased at no less than fair market rental rates.\n\n      9.4. Approval of Leases. EXHIBIT E sets forth certain leasing parameters\napplicable to the Property. Borrower shall not execute any proposed lease not\nconforming to such leasing parameters without Lender's prior written consent,\nwhich consent shall not be unreasonably withheld, conditioned or delayed.\n\n      9.5. Revenue to be Applied to Debt Service. Following the occurrence and\nduring the continuation of any Default, no Distributions shall be made or\ndistributed to any partner, venturer, member or equity investor of Borrower.\n\n      9.6. Subdivision Maps. Prior to recording any final map, plat, parcel map,\nlot line adjustment or other subdivision map of any kind covering any portion of\nthe Property (collectively, \"Subdivision Map\"), Borrower shall submit such\nSubdivision Map to Lender for Lender's review and approval, which approval shall\nnot be unreasonably withheld. Within ten (10) Business Days after Lender's\nreceipt of such Subdivision Map, Lender shall provide Borrower written notice if\nLender disapproves of said Subdivision Map. Lender shall be deemed to have\napproved the Subdivision Map if such notice is not so provided to Borrower.\nWithin five (5) Business Days after Lender's request, Borrower shall execute,\nacknowledge and deliver to Lender such amendments to the Loan Documents as\nLender may reasonably require to reflect the change in the legal description of\nthe Property resulting from the recordation of any Subdivision Map. In\nconnection with and promptly after the recordation of any amendment or other\nmodification to the Deed of Trust recorded in connection with such amendments,\nBorrower shall deliver to Lender, at Borrower's sole expense, a title\nendorsement to the Title Policy in form and substance satisfactory to Lender\ninsuring the continued first priority lien of the Deed of Trust. Subject to the\nexecution and delivery by Borrower of any documents required under this Section,\nLender shall, if required by applicable law, sign any Subdivision Map approved,\nor deemed to be approved, by Lender pursuant to this Section.\n\n      9.7. Further Assurances. Upon Lender's request and at Borrower's sole cost\nand expense, Borrower shall execute, acknowledge and deliver any other\ninstruments and perform any other acts necessary, desirable or proper, as\ndetermined by Lender, to carry out the purposes of this Agreement and the other\nLoan Documents or to perfect and preserve any liens created by the Loan\nDocuments.\n\n      9.8. Assignment. Without the prior written consent of Lender, Borrower\nshall not assign Borrower's interest under any of the Loan Documents, or in any\nmonies due or to become due thereunder, and any assignment without such consent\nshall be void. In this regard, Borrower acknowledges that Lender would not make\nthis Loan except in reliance on Borrower's expertise, reputation, prior\nexperience in developing and\n\n\n                                    Page 24\n\nconstructing commercial real property, Lender's knowledge of Borrower, and\nLender's understanding that this Agreement is more in the nature of an agreement\ninvolving personal services than a standard loan where Lender would rely on\nsecurity which already exists.\n\n      9.9. Management of Property. Without the prior written consent of Lender,\nBorrower shall not enter into any agreement providing for the management,\nleasing or operation of the Property or Improvements, other than the Development\nand Management Agreements.\n\n      9.10. Governing Documents. Without the prior written consent of Lender,\nBorrower shall not modify or permit to be modified the formation or\norganizational documents of WEO, Borrower, or any partners, joint venturers or\nmembers thereof.\n\n      9.11. WAIVER OF FIDUCIARY CLAIMS. BORROWER ACKNOWLEDGES THAT EOP INVESTOR,\nL.L.C., A DELAWARE LIMITED LIABILITY COMPANY, EOP PROJECT INVESTOR, AND CERTAIN\nAFFILIATES THEREOF (COLLECTIVELY, \"EQUITY\"), ARE AFFILIATES OF LENDER.\nNEVERTHELESS, BORROWER ACKNOWLEDGES AND AGREES THAT LENDER IS ADVANCING FUNDS TO\nBORROWER AS EVIDENCED BY THIS AGREEMENT SOLELY IN ITS ROLE AS A THIRD PARTY\nLENDER, AND THAT THIS AGREEMENT AND ANY OTHER LOAN DOCUMENTS, TOGETHER WITH\nLENDER'S RIGHT TO EXERCISE ITS REMEDIES AS A LENDER IN THE EVENT OF ANY DEFAULT,\nIS COMPLETELY SEPARATE FROM EQUITY'S DIRECT OR INDIRECT OWNERSHIP OF CONSTITUENT\nMEMBERSHIP INTERESTS IN BORROWER. BORROWER FURTHER ACKNOWLEDGES THAT LENDER\nWOULD NOT HAVE MADE THE LOAN TO BORROWER WITHOUT THE WAIVER SET FORTH BELOW.\nTHEREFORE, BORROWER, FOR ITSELF AND ON BEHALF OF BORROWER'S AFFILIATES AND ALL\nCONSTITUENT MEMBERS AND MANAGERS OF EITHER, HEREBY WAIVES ANY RIGHT THAT IT OR\nANY SUCH AFFILIATE OR ANY OF SUCH CONSTITUENT MEMBERS OR MANAGERS WOULD\nOTHERWISE HAVE, UNDER ANY OF THE LOAN DOCUMENTS OR OTHERWISE UNDER ANY LEGAL\nTHEORY BASED UPON STATUTORY OR COMMON LAW, TO BRING ANY CLAIM AGAINST LENDER OR\nANY PARTY THAT CONTROLS LENDER, ASSERTING THAT LENDER'S ADVANCING FUNDS PURSUANT\nTO THIS AGREEMENT OR LENDER'S EXERCISE OF ITS RIGHTS OR REMEDIES AS A LENDER\nHEREUNDER OR UNDER THE DEED OF TRUST OR ANY OTHER LOAN DOCUMENTS, CONSTITUTES A\nBREACH BY LENDER OR ANY PARTY THAT CONTROLS LENDER OF ANY FIDUCIARY DUTY TO\nBORROWER, ANY BORROWER AFFILIATE OR TO THE CONSTITUENT MEMBERS OR MANAGERS OF\nEITHER. BY INITIALING BELOW, BORROWER ACKNOWLEDGES THAT IT WAS ADVISED BY\nCOMPETENT LEGAL COUNSEL IN REVIEWING THIS\n\n\n                                    Page 25\n\nPROVISION, INCLUDING, WITHOUT LIMITATION, A DETAILED DISCUSSION OF THE FACT THAT\nLENDER'S EXERCISE OF ITS REMEDIES (FOR EXAMPLE, IN THE CONTEXT OF COST OVERRUNS\nTHAT BORROWER IS UNABLE TO FUND) WOULD DISPROPORTIONATELY AFFECT BORROWER'S\nCONSTITUENT MEMBERS WHO HOLD DISPROPORTIONATE PROFITS INTEREST IN BORROWER, AND\nTHAT IT HAS ELECTED TO WAIVE ITS RIGHTS AND THE RIGHTS OF EACH BORROWER\nAFFILIATE AND EACH OF THEIR CONSTITUENT MEMBERS AND MANAGERS AS PROVIDED ABOVE\nIN CONSIDERATION OF LENDER'S AGREEMENT TO ADVANCE THE FUNDS EVIDENCED BY THIS\nAGREEMENT.\n\n      __________________\n      Borrower\n\n                        ARTICLE 10. REPORTING COVENANTS\n\n      10.1. Financial Information. Borrower hereby consents to Lender's\nobtaining from other parties copies of any and all reports that Borrower\ndelivers to any party under the provisions of Article 6 of the Operating\nAgreement of WEO, as well as any and all reports to be delivered to any party\nunder the provisions of the limited liability company agreement or the Operating\nAgreement of Borrower. In addition, on or before the tenth (10th) day of each\nmonth, Borrower shall deliver to Lender a reconciliation showing the balance of\nthe Working Capital Reserve Account as of the beginning of the first day of the\npreceding calendar month, the balance of the Working Capital Reserve as of the\nend of the last day of the preceding calendar month, and a line item listing of\nall expenditures, together with supporting documentation, of amounts expended\nfrom the Working Capital Reserve Account during such period.\n\n      To the extent not otherwise obtained as provided above, within thirty (30)\ndays after Lender's request, Borrower shall also deliver to Lender such\nquarterly and other financial information regarding the Property, or Borrower.\nIf audited financial information is prepared, Borrower shall deliver to Lender\ncopies of that information within fifteen (15) days after its final preparation.\nExcept as otherwise agreed to by Lender, all such financial information shall be\nprepared in accordance with generally accepted accounting principles\nconsistently applied. Upon written request of Lender, Borrower use good faith\nefforts to obtain and deliver to Lender any specific financial reports and\ninformation pertaining to the members, managers, partners and shareholders of\nBorrower.\n\n      10.2. Books and Records. Borrower shall maintain complete books of account\nand other records for the Property and Improvements and for disbursement and use\nof the proceeds of the Loan and Borrower's Funds, and the same shall be\navailable for inspection and copying by Lender upon reasonable prior notice.\n\n\n                                    Page 26\n\n                       ARTICLE 11. DEFAULTS AND REMEDIES\n\n      11.1. Default. The occurrence of any one or more of the following shall\nconstitute an event of default (hereinafter, \"Default\") under this Agreement and\nthe other Loan Documents:\n\n            (a) Monetary. Borrower's failure to pay within ten (10) Business\nDays following the date of delivery of written notice from Lender to Borrower\nthat such amount was not received when due, any sums payable under the Note or\nany of the other Loan Documents or Borrower's failure to deposit any Borrower's\nFunds as and when required under this Agreement; provided, however, that if such\nwritten notice from Lender is an Out of Balance Notice, then, in lieu of such\n10-Business Day period, Borrower shall have a thirty (30) day period following\nthe date of delivery of such Out of Balance Notice before a Default shall occur\nin which to deposit funds equal to the amount of the applicable deficiency into\nthe Borrower's Funds Account, as contemplated by the provisions of Section\n3.1(b); further, provided, however, that no such notice or cure period shall\napply at maturity or upon acceleration; or\n\n            (b) Performance of Obligations. Borrower's failure to perform any\nobligation in addition to those in Section 11.1(a) above under any of the Loan\nDocuments within thirty (30) days following the date of delivery of written\nnotice from Lender; provided, however, that if a longer or shorter cure period\nis expressly provided for the remedy of any such failure, Borrower's failure to\nperform will not constitute a Default until such longer or shorter date as the\nspecified cure period expires; but provided further, however, if such Default is\ncurable, but the nature of such failure is such that it cannot reasonably be\ncured within said thirty (30) days (or longer or shorter specified cure period),\nthen if Borrower fails to commence a cure thereof within said time and\nthereafter fails to diligently pursue a cure thereof and fails to complete same\nwithin ninety (90) days after Lender's written demand; or a default by Borrower\n(following any applicable notice and cure period) under any of the Other Related\nDocuments; or\n\n            (c) Construction; Use. (i) There is any material deviation in the\nwork of construction from the Plans and Specifications or governmental\nrequirements from that required under this Agreement or the appearance or use of\ndefective workmanship or materials in constructing the Improvements, and\nBorrower fails to remedy the same to Lender's satisfaction within ten (10)\nBusiness Days after Lender's written demand to do so, or if the nature of such\ndeviation or defect is curable but such that it cannot reasonably be cured\nwithin said ten (10) Business Days, then if Borrower fails to commence a cure\nthereof within said ten (10) Business Days and thereafter fails to diligently\npursue a cure thereof and complete same within ninety (90) days after Lender's\nwritten demand; or (ii) subject to the provisions of Section 4.3, there is a\ncessation of construction of the Improvements prior to completion for a\ncontinuous period of more than fifteen (15) days; or (iii) the construction,\nrenovation, sale or leasing of any of the Improvements in accordance with the\nLoan Documents is prohibited, enjoined or delayed for a continuous\n\n\n                                    Page 27\n\nperiod of more than forty-five (45) days; or (iv) subject to the provisions of\nSection 4.3, utilities or other public services necessary for the full occupancy\nand utilization of the Property and Improvements are curtailed for a continuous\nperiod of more than thirty (30) days; or\n\n            (d) Liens, Attachment; Condemnation. (i) The recording of any claim\nof lien against the Property or Improvements or the service on Lender of any\nbonded stop notice relating to the Loan and the continuance of such claim of\nlien or bonded stop notice for twenty (20) days without discharge, satisfaction\nor provision for payment being made by Borrower in a manner satisfactory to\nLender, subject to the provisions of Section 4.9 hereof and Section 5.5 of the\nDeed of Trust ; or (ii) the condemnation, seizure or appropriation of, or\noccurrence of an uninsured casualty with respect to any material portion of the\nProperty or Improvements that is not otherwise offset by Borrower's deposit of\nsufficient restoration funds (including any applicable deductible amount under\nany applicable policy of casualty insurance) into the Borrower's Funds Account\nwithin forty-five (45) days after the occurrence of such event; or (iii) the\nsequestration or attachment of, or any levy or execution upon any of the\nProperty or Improvements, any other collateral provided by Borrower under any of\nthe Loan Documents, any monies in the Account or in the Borrower's Funds\nAccount, or any substantial portion of the other assets of Borrower, which\nsequestration, attachment, levy or execution is not released, expunged or\ndismissed prior to the earlier of forty-five (45) days or the sale of the assets\naffected thereby; or\n\n            (e) Representations and Warranties. (i) The material failure of any\nrepresentation or warranty of Borrower in any of the Loan Documents to be true,\ncorrect and complete as of the date made, and the continuation of such failure\nfor more than ten (10) Business Days after written notice to Borrower from\nLender requesting that Borrower cure such failure; or\n\n            (f) Voluntary Bankruptcy; Insolvency; Dissolution. (i) The filing of\na petition by Borrower for relief under the Bankruptcy Code, or under any other\npresent or future state or federal law regarding bankruptcy, reorganization or\nother debtor relief law; (ii) a general assignment by Borrower for the benefit\nof creditors; or (iii) Borrower applying for, or the appointment of, a receiver,\ntrustee, custodian or liquidator of Borrower or any of its property; or\n\n            (g) Involuntary Bankruptcy. (i) The filing of any pleading or an\nanswer by Borrower in any involuntary proceeding under the Bankruptcy Code or\nother debtor relief law which admits the jurisdiction of the court or the\npetition's material allegations regarding Borrower's insolvency; or (ii) the\nfailure of Borrower to effect a full dismissal of any involuntary petition under\nthe Bankruptcy Code or under any other debtor relief law that is filed against\nBorrower or in any way restrains or limits Borrower or Lender regarding the\nLoan, the Property or the Improvements, prior to the earlier of the entry of\n\n\n                                    Page 28\n\nany court order granting relief sought in such involuntary petition, or\nforty-five (45) days after the date of filing of such involuntary petition; or\n\n            (h) Partners; Indemnitors. The occurrence of any of the events\nspecified in Section 11.1(f) or 11.1(g) as to Wilson Investors - California,\nLLC, a Delaware limited liability company (\"WIC\"); or\n\n            (i) Change In Management or Control. The occurrence of any material\nmanagement or organizational change in Borrower or in the partners, venturers or\nmembers of Borrower, excluding Permitted Transfers, but including, without\nlimitation, any dispute among the constituent members or partners of Borrower,\ninvolving as at least one of the disputants a party that is neither WEO nor\nEquity (nor any party controlling, controlled by or under common control with\neither), and which Lender determines, in its sole and absolute discretion, shall\nhave a material adverse effect on the Loan, on the Property and Improvements, or\non the ability of Borrower or its partners, venturers or members to perform\ntheir obligations under the Loan Documents; or\n\n            (j) Loss of Priority. The failure at any time of the Deed of Trust\nto be a valid first lien upon the Property and Improvements or any portion\nthereof, other than as a result of any release or reconveyance of the Deed of\nTrust with respect to all or any portion of the Property and Improvements\npursuant to the terms and conditions of this Agreement; or\n\n            (k) Hazardous Materials. The discovery of any significant Hazardous\nMaterials in, on or about the Property or Improvements subsequent to the\nEffective Date (to the extent not disclosed in the Environmental Report or\notherwise disclosed in writing to Lender prior to the date of this Agreement);\nprovided, however, if such Default is curable, but the nature of such failure is\nsuch that it cannot reasonably be cured within thirty (30) days, then if\nBorrower fails to commence a cure thereof within said time and thereafter fails\nto diligently pursue a cure thereof and fails to complete same within ninety\n(90) days after Lender's written demand. Any such Hazardous Materials shall be\n\"significant\" for this purpose if said Hazardous Materials, in Lender's sole\ndiscretion, have a materially adverse impact on the value of the Property and\nImprovements.\n\n      Notwithstanding any of the foregoing or anything to the contrary in this\nAgreement, to the extent that any Default can be cured by the payment of money\ndirectly to Lender, to Borrower's Funds Account or to any third party to\nreimburse same for materials or services already delivered or performed or for\nthe purpose of delivering materials or performing services which if so done\nwould cure said Default, the applicable cure period specified in this Agreement\nshall be extended by an additional sixty (60) days to allow Borrower to\nundertake any necessary capital calls or to seek or arrange the necessary\npartnership loans.\n\n\n                                    Page 29\n\n      11.2. Acceleration Upon Default; Remedies. Upon the occurrence of any\nDefault specified in this Article XI, Lender may, at its sole option, declare\nall sums owing to Lender under the Note, this Agreement and the other Loan\nDocuments immediately due and payable. Upon such acceleration, Lender may, in\naddition to all other remedies permitted under this Agreement and the other Loan\nDocuments and at law or equity, apply any sums in the Account and Borrower's\nFunds Account to the sums owing under the Loan Documents and any and all\nobligations of Lender to fund further disbursements under the Loan shall\nterminate.\n\n      11.3. Disbursements to Third Parties. Upon the occurrence of a Default\noccasioned by Borrower's failure to pay money to a third party as required by\nthis Agreement, Lender may but shall not be obligated to make such payment from\nthe Loan proceeds, Borrower's Funds, or other funds of Lender. If such payment\nis made from proceeds of the Loan or from Borrower's Funds, Borrower shall\nimmediately deposit with Lender, upon written demand, an amount equal to such\npayment. If such payment is made from funds of Lender, Borrower shall\nimmediately repay such funds upon written demand of Lender. In either case, the\nDefault with respect to which any such payment has been made by Lender shall not\nbe deemed cured until such deposit or repayment (as the case may be) has been\nmade by Borrower to Lender.\n\n      11.4. Lender's Completion of Construction. Upon the occurrence of a\nDefault, Lender may, upon five (5) Business Days prior written notice to\nBorrower, and with or without legal process, take possession of the Property and\nImprovements, remove Borrower and all agents, employees and contractors of\nBorrower from the Property and Improvements, complete the work of construction\nand market for lease and lease space within the Property and\/or Improvements.\nFor this purpose, Borrower irrevocably appoints Lender as its attorney-in-fact,\nwhich agency is coupled with an interest. As attorney-in-fact, Lender may, in\nBorrower's name, take or omit to take any action Lender may deem appropriate\nwith respect to third parties, including, without limitation, exercising\nBorrower's rights under all contracts concerning the Property and\/or\nImprovements, but excluding the Loan Documents.\n\n      11.5. Lender's Cessation of Construction. If Lender determines at any time\nthat the Improvements are not being constructed substantially in accordance with\nthe requirements under this Agreement, then upon the occurrence of a Default\ntherefor, Lender may, upon five (5) Business Days prior written notice to\nBorrower, immediately cause all construction to cease on any of the Improvements\naffected by the condition of nonconformance. Borrower shall thereafter not allow\nany construction work, other than corrective work, to be performed on any of the\nImprovements affected by the condition of nonconformance until such time as\nLender notifies Borrower in writing that the nonconforming condition has been\ncorrected.\n\n      11.6. Termination or Continuation of Development and Management\nAgreements. Upon the occurrence of a Default wherein Lender elects to accelerate\nthe\n\n\n                                    Page 30\n\nLoan and records a notice of default to foreclose the lien of the Deed of Trust,\nLender may elect to require Borrower to terminate the Development and Management\nAgreements (and Borrower shall immediately do so), without any termination fee\nor penalty, provided that all fees and expenses previously accrued thereunder up\nto the effective date of such termination are paid in full; provided however, so\nlong as the Development and Management Agreements are not terminated, the\nrespective party or parties performing services thereunder shall be entitled to\ncontinue to receive all fees and expenses owed such party or parties under the\napplicable Development and Management Agreements. In the event that Borrower\nreinstates the Loan under California law prior to the foreclosure of the lien of\nthe Deed of Trust, such Development and Management Agreements shall be deemed to\nhave been reinstated as of the date of such reinstatement of the Loan.\n\n      11.7. Repayment of Funds Advanced. Any funds expended by Lender in the\nexercise of its rights or remedies under this Agreement and the other Loan\nDocuments shall be payable to Lender upon demand, together with interest at the\nrate applicable to the principal balance of the Note from the date the funds\nwere expended.\n\n      11.8. Rights Cumulative, No Waiver. All Lender's rights and remedies\nprovided in this Agreement and the other Loan Documents, together with those\ngranted by law or at equity, are cumulative and may be exercised by Lender at\nany time. Lender's exercise of any right or remedy shall not constitute a cure\nof any Default unless all sums then due and payable to Lender under the Loan\nDocuments are repaid and Borrower has cured all other Defaults. No waiver shall\nbe implied from any failure of Lender to take, or any delay by Lender in taking,\naction concerning any Default or failure of condition under the Loan Documents,\nor from any previous waiver of any similar or unrelated Default or failure of\ncondition. Any waiver or approval under any of the Loan Documents must be in\nwriting and shall be limited to its specific terms.\n\n                      ARTICLE 12. MISCELLANEOUS PROVISIONS\n\n      12.1. Indemnity. BORROWER HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD\nHARMLESS LENDER, ITS DIRECTORS, OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS,\nSUCCESSORS AND ASSIGNS FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES,\nLIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES\n(INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES AND EXPENSES) WHICH LENDER MAY\nINCUR AS A DIRECT OR INDIRECT CONSEQUENCE OF: (A) THE PURPOSE TO WHICH BORROWER\nAPPLIES THE LOAN PROCEEDS; (B) THE FAILURE OF BORROWER TO PERFORM ANY\nOBLIGATIONS AS AND WHEN REQUIRED BY THIS AGREEMENT OR ANY OF THE OTHER LOAN\nDOCUMENTS; (C) ANY FAILURE AT ANY TIME OF ANY OF BORROWER'S REPRESENTATIONS OR\nWARRANTIES TO BE TRUE AND CORRECT; OR (D) ANY ACT OR OMISSION BY BORROWER, ANY\n\n\n                                    Page 31\n\nCONSTITUENT PARTNER OR MEMBER OF BORROWER, ANY CONTRACTOR, SUBCONTRACTOR OR\nMATERIAL SUPPLIER, ENGINEER, ARCHITECT OR OTHER PERSON OR ENTITY WITH RESPECT TO\nANY OF THE PROPERTY OR IMPROVEMENTS, EXCEPT TO THE EXTENT CAUSED OR CONTRIBUTED\nTO BY THE BAD FAITH, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LENDER. BORROWER\nSHALL IMMEDIATELY PAY TO LENDER UPON DEMAND ANY AMOUNTS OWING UNDER THIS\nINDEMNITY, TOGETHER WITH INTEREST FROM THE DATE THE INDEBTEDNESS ARISES UNTIL\nPAID AT THE RATE OF INTEREST APPLICABLE TO THE PRINCIPAL BALANCE OF THE NOTE.\nBORROWER'S DUTY AND OBLIGATIONS TO DEFEND, INDEMNIFY AND HOLD HARMLESS LENDER\nSHALL SURVIVE CANCELLATION OF THE NOTE AND THE RELEASE, RECONVEYANCE OR PARTIAL\nRECONVEYANCE OF THE DEED OF TRUST.\n\n      12.2. Form of Documents. The form and substance of all documents,\ninstruments, and forms of evidence to be delivered to Lender under the terms of\nthis Agreement and any of the other Loan Documents shall be subject to Lender's\napproval and shall not be modified, superseded or terminated in any respect\nwithout Lender's prior written approval, except to the extent otherwise provided\nin this Agreement. 12.3. No Third Parties Benefited. No person other than Lender\nand Borrower and their permitted successors and assigns shall have any right of\naction under any of the Loan Documents.\n\n      12.4. Notices. All notices, demands, or other communications under this\nAgreement and the other Loan Documents shall be in writing and shall be\ndelivered to the appropriate party at the address set forth on the signature\npage of this Agreement and as specified in EXHIBIT D (subject to change from\ntime to time by written notice to all other parties to this Agreement). All\ncommunications shall be deemed served upon delivery of, or if mailed, upon\nreceipt or rejection after the deposit in the United States Postal Service mail,\ncertified postage prepaid-return receipt requested and addressed to the address\nof Borrower or Lender at the address specified; provided, however, that\nnon-receipt of any communication as the result of any change of address of which\nthe sending party was not notified or as the result of a refusal to accept\ndelivery shall be deemed receipt of such communication.\n\n      12.5. Attorney-in-Fact. Borrower hereby irrevocably appoints and\nauthorizes Lender, as Borrower's attorney-in-fact, which agency is coupled with\nan interest, to execute and\/or record in Lender's or Borrower's name any\nnotices, instruments or documents that Lender deems appropriate to protect\nLender's interest under any of the Loan Documents.\n\n      12.6. Actions. Borrower agrees that Lender, in exercising the rights,\nduties or liabilities of Lender or Borrower under the Loan Documents, may\ncommence, appear in\n\n\n                                    Page 32\n\nor defend any action or proceeding purporting to affect the Property, the\nImprovements, or the Loan Documents and Borrower shall immediately reimburse\nLender upon demand for all such expenses so incurred or paid by Lender,\nincluding, without limitation, attorneys' fees and expenses and court costs.\n\n      12.7. Right of Contest. Borrower may contest in good faith any claim,\ndemand, levy or assessment (other than liens and stop notices, subject to the\nprovisions of Section 4.9 of this Agreement) by any person other than Lender\nwhich would constitute a Default if: (a) Borrower pursues the contest\ndiligently, in a manner which Lender determines is not prejudicial to Lender,\nand does not impair the rights of Lender under any of the Loan Documents; and\n(b) Borrower deposits with Lender any funds or other forms of assurance which\nLender in good faith determines from time to time appropriate to protect Lender\nfrom the consequences of the contest being unsuccessful. Borrower's compliance\nwith this Section shall operate to prevent such claim, demand, levy or\nassessment from becoming a Default.\n\n      12.8. Relationship of Parties. The relationship of Borrower and Lender\nunder the Loan Documents is, and shall at all times remain, solely that of\nborrower and lender, and Lender neither undertakes nor assumes any\nresponsibility or duty to Borrower or to any third party with respect to the\nProperty or Improvements, except as expressly provided in this Agreement and the\nother Loan Documents.\n\n      12.9. Delay Outside Lender's Control. Lender shall not be liable in any\nway to Borrower or any third party for Lender's failure to perform or delay in\nperforming under the Loan Documents if such failure to perform or delay in\nperforming results directly or indirectly from, or is based upon, the action,\ninaction, or purported action, of any governmental or local authority, or\nbecause of war, rebellion, insurrection, strike, lock-out, boycott or blockade\n(whether presently in effect, announced or in the sole judgment of Lender deemed\nprobable), or from any Act of God or other cause or event beyond Lender's\ncontrol.\n\n      12.10. Attorneys' Fees and Expenses; Enforcement. If any attorney is\nengaged by Lender to enforce or defend any provision of this Agreement, any of\nthe other Loan Documents or Other Related Documents, or as a consequence of any\nDefault under the Loan Documents, with or without the filing of any legal action\nor proceeding, and including, without limitation, any fees and expenses incurred\nin any bankruptcy proceeding of the Borrower, then Borrower shall immediately\npay to Lender, upon demand, the amount of all attorneys' fees and expenses and\nall costs incurred by Lender in connection therewith, together with interest\nthereon from the date of such demand until paid at the rate of interest\napplicable to the principal balance of the Note as specified therein.\n\n\n                                    Page 33\n\n      12.11. Immediately Available Funds. Unless otherwise expressly provided\nfor in this Agreement, all amounts payable by Borrower to Lender shall be\npayable only in United States currency, immediately available funds.\n\n      12.12. Lender's Consent. Wherever in this Agreement there is a requirement\nfor Lender's consent and\/or a document to be provided or an action taken \"to the\nsatisfaction of Lender\", it is understood by such phrase that Lender shall\nexercise its consent, right or judgment in a reasonable manner given the\nspecific facts and circumstance applicable at the time.\n\n      12.13. Signs. Lender may place on the Property reasonable signs standard\nto construction loan transactions stating that construction financing is being\nprovided by Lender and any other lenders or participants in the Loan, subject to\nthe requirements of the Project Entitlements and applicable law.\n\n      12.14. Lender's Agents. Lender may designate an agent or independent\ncontractor to exercise any of Lender's rights under this Agreement and any of\nthe other Loan Documents. Any reference to Lender in any of the Loan Documents\nshall include Lender's agents, employees or independent contractors. Borrower\nshall pay the costs of such agent or independent contractor either directly to\nsuch person or to Lender in reimbursement of such costs, as applicable.\n\n      12.15. Tax Service. Lender is authorized to secure, at Borrower's expense,\na tax service contract with a third party vendor which shall provide tax\ninformation on the Property and Improvements satisfactory to Lender.\n\n      12.16. WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT\nHEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION\nOR CAUSE OF ACTION (a) ARISING UNDER THE LOAN DOCUMENTS, INCLUDING, WITHOUT\nLIMITATION, ANY PRESENT OR FUTURE MODIFICATION THEREOF OR (b) IN ANY WAY\nCONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR\nANY OF THEM WITH RESPECT TO THE LOAN DOCUMENTS (AS NOW OR HEREAFTER MODIFIED) OR\nANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION\nHEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER\nSUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IS NOW EXISTING OR HEREAFTER\nARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY\nHEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF\nACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO\nTHIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH\nANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES\n\n\n                                    Page 34\n\nHERETO TO THE WAIVER OF ANY RIGHT THEY MIGHT OTHERWISE HAVE TO TRIAL BY JURY.\n\n      12.17. Severability. If any provision or obligation under this Agreement\nand the other Loan Documents shall be determined by a court of competent\njurisdiction to be invalid, illegal or unenforceable, that provision shall be\ndeemed severed from the Loan Documents and the validity, legality and\nenforceability of the remaining provisions or obligations shall remain in full\nforce as though the invalid, illegal, or unenforceable provision had never been\na part of the Loan Documents, provided, however, that if the rate of interest or\nany other amount payable under the Note or this Agreement or any other Loan\nDocument, or the right of collectibility therefor, are declared to be or become\ninvalid, illegal or unenforceable, Lender's obligations to make advances under\nthe Loan Documents shall not be enforceable by Borrower.\n\n      12.18. Heirs, Successors and Assigns. Except as otherwise expressly\nprovided under the terms and conditions of this Agreement, the terms of the Loan\nDocuments shall bind and inure to the benefit of the heirs, successors and\nassigns of the parties.\n\n      12.19. Time. Time is of the essence of each and every term of this\nAgreement.\n\n      12.20. Headings. All article, section or other headings appearing in this\nAgreement and any of the other Loan Documents are for convenience of reference\nonly and shall be disregarded in construing this Agreement and any of the other\nLoan Documents.\n\n      12.21. Governing Law. This Agreement shall be governed by, and construed\nand enforced in accordance with the laws of the State of California, except to\nthe extent preempted by federal laws. Borrower and all persons and entities in\nany manner obligated to Lender under the Loan Documents consent to the\njurisdiction of any federal or state court within the State of California having\nproper venue and also consent to service of process by any means authorized by\nCalifornia or federal law.\n\n      12.22. Integration; Interpretation. The Loan Documents contain or\nexpressly incorporate by reference the entire agreement of the parties with\nrespect to the matters contemplated therein and supersede all prior negotiations\nor agreements, written or oral. The Loan Documents shall not be modified except\nby written instrument executed by all parties. Any reference in any of the Loan\nDocuments to the Property or Improvements shall include all or any part of the\nProperty or Improvements. Any reference to the Loan Documents includes any\namendments, renewals or extensions now or hereafter approved by Lender in\nwriting.\n\n      12.23. Joint and Several Liability. The liability of all persons and\nentities obligated in any manner under this Agreement and any of the Loan\nDocuments shall be joint and several.\n\n\n                                    Page 35\n\n      12.24. Counterparts. This Agreement, any of the other Loan Documents\n(except for the Note), any Other Related Documents and any subsequent\nmodifications, amendments, waivers, consents or supplements thereof, if any, may\nbe executed in any number of counterparts, each of which when executed and\ndelivered shall be deemed to be an original and all such counterparts together,\nshall constitute one and the same instrument.\n\n      IN WITNESS WHEREOF, Borrower and Lender have executed this Agreement as of\nthe date appearing on the first page of this Agreement.\n\n                                \"Lender\"\n\n                                Riverside Finance Company, L.L.C.,\n                                a Delaware limited liability company\n\n                                By: EOP Operating Limited Partnership,\n                                    a Delaware limited partnership,\n                                    its sole member\n\n                                    By: Equity Office Properties Trust,\n                                        a Maryland real estate investment trust,\n                                        its general partner\n\n\n                                        By:     \/s\/ Gregory E. Rose\n                                                -------------------\n                                        Name:   Gregory E. Rose\n                                                -------------------\n                                        Title:  Vice President\n                                                -------------------\n\n                                Lender's Address:\n\n                                Two North Riverside Plaza\n                                Chicago, IL  60606\n                                Attention: General Counsel\n\n                    [SIGNATURES CONTINUED ON FOLLOWING PAGE]\n\n\n                                    Page 36\n\n                                \"Borrower\"\n\n                                SAN RAFAEL CORPORATE CENTER, LLC,\n                                a Delaware limited liability company\n\n                                By: Wilson\/Equity Office, LLC,\n                                    a Delaware limited liability company,\n                                    its Manager\n\n                                    By: Wilson Investors - California, LLC,\n                                        a Delaware limited liability company,\n                                        its Manager\n\n\n                                        By:  \/s\/ Thomas P. Sullivan\n                                             ----------------------\n                                             Thomas P. Sullivan\n                                        Its: Manager\n\n                                Borrower's Address:\n\n                                c\/o Wilson\/Equity Office, LLC\n                                199 First Street, Suite 200\n                                San Francisco, CA  94105\n                                Attn: Thomas P. Sullivan, President\n                                      Jacqueline U. Moore, General Counsel\n\n\n                                    Page 37\n\n                               Exhibit A - Page 4\n\n                                    EXHIBIT A\n\n                             DESCRIPTION OF PROPERTY\n\nAll that certain real property situate in the City of San Rafael, County of\nMarin, State of California, described as follows:\n\nPARCEL ONE:\n\nTHE 8.280 acre parcel of land as shown upon that certain Record of Survey filed\nfor record May 10, 1985, in Volume 20 of Surveys, at Page 47, Marin County\nRecords.\n\nEXCEPTING THEREFROM that portion thereof described in Exhibit C (Granted Lands\nParcel) attached to that certain Agreement for Settlement of a Title Dispute\nWithin the City of San Rafael, County of Marin, Among Pacific Gas and Electric\nCompany, The City of San Rafael, and The California State Lands Commission,\nrecorded May 18, 1998, as Recorder's Serial No. 98-033080, Marin County Records.\n\nALSO EXCEPTING THEREFROM that portion thereof described in the Deed from Lease\nPlan North America, Inc., to the City of San Rafael, recorded April 1, 1999 as\nRecorder's Serial No. 1999-0025617, Marin County Records.\n\nPARCEL TWO:\n\nA PORTION of that certain parcel of land described in the deed from F.M. Neely\nand Sara Neely, his wife, to PG&amp;E recorded December 12, 1922 in Volume 11 of\nOfficial Records, at Page 209, Marin County Records, more particularly described\nas follows:\n\nBEGINNING at the intersection of the Southerly boundary line of the city street\nknown as Second Street with the Westerly boundary line of the city street known\nas Lindaro Street and running thence along said Westerly boundary, South\n06(Degree) 45' 00\" West 299.22 feet; thence South 08(Degree) 53' 00\" West 405.54\nfeet to a point in the Northerly boundary line of the Northwestern Pacific\nRailroad right of way; thence along said Northerly boundary line, North\n54(Degree) 38' 00\" West 396.88 feet to the Southeasterly corner of the parcel of\nland described and designated Parcel Two in the executor's deed from Albert E.\nBagshaw, as executor, to Steve Zappetini &amp; Sons, Inc., dated April 15, 1976, and\nrecorded in Book 3026 of Official Records, at Page 682, Marin County Records;\nthence along the Easterly boundary line of Parcel Two described in said deed\ndated April 15, 1976, North 06(Degree) 38' 05\" East 238.95 feet; South\n83(Degree) 33' 00\" East 241.53 feet to a point herein for convenience called\nPoint \"A\"; thence North 06(Degree) 38' 05\" East 273.54 feet to a point in the\nSoutherly boundary line of said Second Street; thence running along said\nSoutherly boundary line, South 83(Degree) 33' 00\" East 123.00 feet, more or\nless, to the point of beginning.\n\nTHE bearings used are based on said Record of Survey filed for record May 10,\n1985, in Volume 20 of Surveys, at Page 47, Marin County Records.\n\nEXCEPTING THEREFROM that portion thereof described in the Deed from Lease Plan\nNorth America, Inc., to the City of San Rafael, recorded April 1, 1999 as\nRecorder's Serial No. 1999-0025617, Marin County Records.\n\nPARCEL THREE:\n\nBEGINNING at a point in the Southerly line of Second Street, said point being\nthe most Westerly corner of the property granted to the City of San Rafael by\nDeed recorded June 10, 1893 in Book 26 of Deeds, at Page 238, Marin County\nRecords; thence Easterly along said line of Second Street South 83(Degree) 33'\n00\" East 140.10 feet to the Southerly line of the San Rafael and San Quentin\nTurnpike or Toll Road, now known as Francisco Boulevard; thence along the\nSoutherly line of said Turnpike South 51(Degree) 37' 29\" East 90.00 feet; thence\nleaving said Southerly line South 14(Degree) 50' 25\" West (South 14(Degree) 59'\nWest Deed) 153.50 feet; thence North 37(Degree) 46' 10\" West (North 38(Degree)\n4' West Deed) 278.30 feet to the Point of Beginning.\n\nEXCEPTING THEREFROM all that portion thereof lying within the lines of Lincoln\nAvenue.\n\nPARCEL FOUR:\n\nBEGINNING at the point of intersection of the Southerly line of Second Street\nwith the Easterly line of Petaluma Avenue (now known as Lincoln Avenue), said\npoint being the most Westerly corner of the property granted to the City of San\nRafael by Deed recorded December 5, 1898 in Book 53 of Deeds, at Page 282, Marin\nCounty Records; thence Easterly along the Southerly line of Second Street South\n83(Degree) 33' 00\" East 0.60 feet to the most Westerly corner of that certain\nlot or parcel of land which was conveyed by John W. Mackay and James L. Flood to\nthe City of San Rafael, by Deed dated June 5, 1893 and recorded in Book 26 of\nDeeds, at Page 238, Marin County Records; thence along the Southwesterly line of\nsaid lot, South 37(Degree) 46' 10\" East (South 38(Degree) 04' East Deed) 278.30\nfeet to the most Southerly corner of said lot; thence along the Easterly line of\nsaid lot, North 14(Degree) 50' 25\" East (North 14(Degree) 59' East Deed) 153.50\nfeet to the Southerly line of the Toll Road now known as Francisco Boulevard;\nthence Easterly along said Southerly line South 51(Degree) 37' 29\" East 8.68\nfeet (6.6 feet Deed), to the Westerly bank of the tidal canal as described in\nthe aforementioned Deed to the City of San Rafael in Book 53 of Deeds, at Page\n282; thence along the Westerly bank of the said tidal canal South 11(Degree) 32'\n07\" West 287.13 feet (South 11(Degree) 43' West 289 feet Deed); thence\ncontinuing along the Westerly bank of said tidal canal along a curve to the\nright tangent to the preceding course, having a radius of 441.70 feet, through a\ncentral angle of 36(Degree) 01' 15\", an arc length of 277.69 feet\n\n\n                               Exhibit A - Page 2\n\nto the Easterly line of Lincoln Avenue; thence along the Easterly line of\nLincoln Avenue, along a curve to the right, whose radius point bears North\n60(Degree) 08' 09\" East 473.00 feet, through a central angle of 36(Degree) 18'\n51\", an arc length of 299.79 feet, said Easterly line being parallel with and\ndistant 54.00 feet Easterly from the Easterly line of the parcel described in\nthe Deed to Pacific Gas &amp; Electric recorded October 18, 1961 in Book 1507 of\nOfficial Records, at Page 381, Marin County Records; thence continuing along\nsaid Easterly line of Lincoln Avenue North 06(Degree) 27' 00\" East 309.32 feet\nto the Point of Beginning.\n\nEXCEPTING THEREFROM all that portion thereof lying within the lines of Lincoln\nAvenue.\n\nALSO EXCEPTING THEREFROM all that portion of Parcels Three and Four above,\ndescribed as follows:\n\nCOMMENCING at the intersection of the Southerly line of Second Street with the\nEasterly line of Lincoln Avenue, said point being the most Westerly corner of\nthe property granted to the City of San Rafael by Deed recorded December 5, 1898\nin Book 53 of Deeds, at Page 282, Marin County Records; thence along said\nSoutherly line of Second Street South 83(Degree) 33' 00\" East 140.70 feet to the\nSouthwesterly line of Francisco Boulevard; thence leaving the Southerly line of\nSecond Street along said Southwesterly line of Francisco Boulevard, South\n51(Degree) 37' 29\" East 98.68 feet to the Easterly line of the above described\nParcel Two and the True Point of Beginning; thence leaving the Southwesterly\nline of Francisco Boulevard along said Easterly line of Parcel Two South\n11(Degree) 32' 07\" West 94.76 feet; thence leaving said line North 80(Degree)\n50' 15\" West, 36.80 feet; thence North 10(Degree) 45' 22\" East 115.69 feet to a\npoint on said Southwesterly line of Francisco Boulevard; thence along said\nSouthwesterly line South 51(Degree) 37' 29\" East 42.97 feet to the Point of\nBeginning.\n\nFURTHER EXCEPTING THEREFROM all that portion of Parcels Three and Four above,\ndescribed as follows:\n\nBEGINNING at the intersection of the Southerly line of Second Street with the\nEasterly line of Lincoln Avenue, said point being the most Westerly corner of\nthe property granted to the City of San Rafael by Deed recorded December 5, 1898\nin Book 53 of Deeds, at Page 282, Marin County Records; thence along said\nSoutherly line of Second Street, South 83(Degree) 33' 00\" East 140.70 feet to\nthe Southwesterly line of Francisco Boulevard; thence leaving the Southerly line\nof Second Street, and along said Southwesterly line of Francisco Boulevard,\nSouth 51(Degree) 37' 29\" East, 55.71 feet; thence leaving said Southwesterly\nline of Francisco Boulevard, South 10(Degree) 45' 22\" West, 7.90 feet; thence\nNorth 51(Degree) 37' 29\" West, 32.79 feet; thence North 83(Degree) 33' 00\" West,\n134.56 feet; thence South 51(Degree) 27' 00\" West, 35.36 feet to the Easterly\nline of Lincoln Avenue; thence along\n\n\n                               Exhibit A - Page 3\n\nsaid Easterly line of Lincoln Avenue North 06(Degree) 27' 00\" East, 45.00 feet\nto the Point of Beginning.\n\nPARCEL FIVE:\n\nA PORTION of Parcel 4, as conveyed to the San Rafael Redevelopment Agency by\nDeed recorded October 30, 1997 in Document No. 97-062019, Marin County Records,\nand more particularly described as follows:\n\nCOMMENCING at the intersection of the Southerly line of Second Street with the\nEasterly line of Lincoln Avenue, said point being the most Westerly corner of\nthe property granted to the City of San Rafael by Deed recorded December 5, 1898\nin Book 53 of Deeds at Page 282, Marin County Records; thence along said\nSoutherly line of Second Street South 83(Degree) 33' 00\" East 140.70 feet to the\nSouthwesterly line of Francisco Boulevard; thence leaving the Southerly line of\nSecond Street and along said Southwesterly line of Francisco Boulevard, South\n51(Degree) 37' 29\" East 98.68 feet to the Westerly line of said Parcel 4; thence\nalong said line South 11(Degree) 32' 07\" West 94.76 feet to the true point of\nbeginning; thence continuing along said line South 11(Degree) 32' 07\" West\n192.37 feet; thence continuing along said line on a curve to the right tangent\nto the preceding course having a radius of 441.70 feet through a central angle\nof 36(Degree) 01' 15\", an arc length of 277.69 feet to the Easterly line of\naforementioned Lincoln Avenue; thence along said Easterly line of Lincoln Avenue\non a curve to the left whose radius point bears North 60(Degree) 08' 09\" East\n473.00 feet, through a central angle of 01(Degree) 17' 02\", an arc length of\n10.60 feet; thence leaving said Easterly line of Lincoln Avenue on a curve to\nthe left whose radius point bears North 31(Degree) 37' 02\" West, 315.00 feet,\nthrough a central angle of 50(Degree) 23' 55\", an arc length of 277.08 feet;\nthence North 12(Degree) 06' 01\" East 102.01 feet; thence North 06(Degree) 19'\n27\" East 109.66 feet; thence North 80(Degree) 50' 15\" West 12.66 feet to the\npoint of beginning.\n\nRESERVATION OF all minerals and mineral rights, interests and royalties,\nincluding, without limiting the generality thereof, oil, gas and other\nhydrocarbon substances, as well as metallic or other solid minerals, in and\nunder the property, however, Grantor or its successors and assigns, shall not\nhave the right for any purpose whatsoever to enter upon, into, or through the\nsurface of the property in connection therewith, as contained in the Deed from\nSouthern Pacific Transportation Company, a Delaware corporation to San Rafael\nRedevelopment Agency, a body corporate and politic of the State of California,\nrecorded October 30, 1997 as Recorder's Serial No. 97-062019, Marin County\nRecords.\n\n\n                               Exhibit A - Page 4\n\n                                    EXHIBIT B\n\n                                    DOCUMENTS\n\n      A. Loan Documents. The documents listed below, numbered 1 through 6,\ninclusive, and amendments, modifications and supplements thereto which have\nreceived the prior written consent of Lender, together with any documents\nexecuted in the future that are approved by Lender and that recite that they are\n\"Loan Documents\" for purposes of this Agreement are collectively referred to\nherein as the Loan Documents.\n\n      1. This Agreement;\n\n      2. Promissory Note Secured by Deed of Trust of even date herewith in the\noriginal principal amount of the Loan made by Borrower payable to the order of\nLender;\n\n      3. Construction Deed of Trust with Absolute Assignment of Leases and\nRents, Security Agreement and Fixture Filing of even date herewith executed by\nBorrower, as Trustor, to First American Title Company, as Trustee, for the\nbenefit of Lender, as Beneficiary;\n\n      4. State of California Uniform Commercial Code - Financing Statement -\nForm UCC-1, of even date herewith, prepared for Borrower as Debtor;\n\n      5. Assignment of Construction Agreements\/Contractor's Consent of even date\nherewith executed by Borrower and Contractor in favor of Lender;\n\n      6. Assignment of Agreements, Plans and Specifications and Architect's\/\nEngineer's Consent of even date herewith executed by Borrower and\nArchitect\/Engineer in favor of Lender.\n\n      B. Other Related Documents (Which Are Not Loan Documents):\n\n      The New CC&amp;Rs.\n\n                                    EXHIBIT C\n\n                         FINANCIAL REQUIREMENT ANALYSIS\n\n      The Financial Requirement Analysis set forth herein represents an analysis\nof the total costs necessary in Borrower's estimation to perform Borrower's\nobligations under the Loan Documents.\n\n                 SAN RAFAEL - CONSTRUCTION LOAN FORECASTED COSTS\n\n<\/pre>\n<table>\n<caption>\n                             Equity                                                            Additional Amounts<br \/>\n                         Contributed By         Additional Equity       Amounts Advanced         To Be Advanced<br \/>\n  Total Forecasted      Borrower Through        To Be Contributed      Under Construction      Under Construction<br \/>\n       Costs(1)             1\/25\/022               By Borrower        Loan Through 1\/25\/02           Loan<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;   &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;      &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;  &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;-   &#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n<s>                     <c>                     <c>                   <c>                      <c><br \/>\n     $56,308,357           $16,892,507              $      (0)             $22,716,224              $16,699,626<br \/>\n<\/c><\/c><\/c><\/c><\/s><\/caption>\n<\/table>\n<p>      (1) The Total Forecasted Costs shall be updated monthly by Borrower and<br \/>\nsubmitted with the following month&#8217;s disbursement request, provided that the<br \/>\nTotal Cash amount in the Total Forecasted Costs column shall not change, except<br \/>\nas expressly permitted in this Agreement.<\/p>\n<p>      (2) Borrower&#8217;s Required Equity Contribution in the amount of $16,892,507<br \/>\nis reflected in this column.<\/p>\n<p>                                    EXHIBIT D<\/p>\n<p>                                DISBURSEMENT PLAN<\/p>\n<p>      A. Timing of Disbursement. Unless another provision of this Agreement<br \/>\nspecifies otherwise, on or before the fifteenth (15th) day of each month,<br \/>\nBorrower shall submit to:<\/p>\n<p>            Equity Office Properties Trust<br \/>\n            c\/o Karen Metz<br \/>\n            Two North Riverside Plaza, Suite 2100<br \/>\n            Chicago, Illinois 60606<br \/>\n            Phone : (312) 466-3300<br \/>\n            Facsimile: (312) 466-3403<\/p>\n<p>      with a copy to:<\/p>\n<p>            PNC Real Estate Finance<br \/>\n            c\/o Donna Harvey<br \/>\n            249 Fifth Avenue, 18th Floor<br \/>\n            Mail Stop : P1-POPP-18-3<br \/>\n            Pittsburgh, Pennsylvania 15222<br \/>\n            Phone: (412) 768-5048<br \/>\n            Facsimile: (412) 768-5984<\/p>\n<p>a written itemized statement, signed by Borrower (&#8220;Application for Payment&#8221;)<br \/>\nsetting forth:<\/p>\n<p>      1. A description of the work performed, material supplied and\/or costs<br \/>\nincurred or due for which disbursement is requested with respect to any line<br \/>\nitem (&#8220;Item&#8221;) shown in the Disbursement Budget. Notwithstanding the amount of<br \/>\nany line item shown in the Disbursement Budget, Borrower may reallocate amounts<br \/>\namong the line items by allocating cost savings in any line item to Contingency,<br \/>\nand amounts from the Contingency to any line item with a cost overrun; provided,<br \/>\nhowever, that the sum of (i) the Required Equity Contribution plus (ii) the<br \/>\naggregate amount of all disbursements under the Loan shall not exceed Total<br \/>\nForecasted Costs; and<\/p>\n<p>      2. The total amount incurred, expended and\/or due for each requested Item<br \/>\nless prior disbursements.<\/p>\n<p>Each Application for Payment by Borrower shall constitute a representation and<br \/>\nwarranty by Borrower that Borrower is in compliance with all the conditions<br \/>\nprecedent to a disbursement specified in this Agreement. With respect to<br \/>\nBorrower&#8217;s remaking of the<\/p>\n<p>representations and warranties set forth in Article 6 of this Agreement on the<br \/>\ndate of submission of each Application for Payment, to the extent circumstances<br \/>\nhave changed for reasons beyond the reasonable control of Borrower such that<br \/>\nBorrower must qualify such representations and warranties as of the date of<br \/>\ndelivery of any such Application for Payment, such qualification, to the extent<br \/>\nit renders the applicable representation materially untrue or breaches the<br \/>\napplicable warranty, shall merely be a failure of condition to Lender&#8217;s<br \/>\nobligation to disburse funds under the provisions of this EXHIBIT D, as opposed<br \/>\nto constituting an Event of Default.<\/p>\n<p>      B. Lender&#8217;s Right to Condition Disbursements. Lender shall have the right<br \/>\nto condition any disbursement upon Lender&#8217;s receipt in the appropriate form of<br \/>\nthe following submissions and Lender&#8217;s reasonable determination that such<br \/>\nsubmissions comply with the requirements set forth below:<\/p>\n<p>      1. The Application for Payment and an itemized requisition for payment;<\/p>\n<p>      2. Bills, invoices, documents of title, vouchers, statements, receipts and<br \/>\nany other documents evidencing the total amount expended, incurred or due for<br \/>\nany requested Items;<\/p>\n<p>      3. Evidence of Borrower&#8217;s use of a lien release, joint check and voucher<br \/>\nsystem acceptable to Lender for payments or disbursements to any contractor,<br \/>\nsubcontractor, materialman, supplier or lien claimant;<\/p>\n<p>      4. Architect&#8217;s, inspector&#8217;s and\/or engineer&#8217;s periodic certifications of<br \/>\nthe percentage and\/or stage of construction that has been completed and its<br \/>\nconformance to the Plans and Specifications and governmental requirements based<br \/>\nupon any such architect&#8217;s, inspector&#8217;s and\/or engineer&#8217;s periodic physical<br \/>\ninspections of the Property and Improvements;<\/p>\n<p>      5. Waivers and releases of any mechanics&#8217; lien, stop notice claim,<br \/>\nequitable lien claim or other lien claim rights (conditional for costs to be<br \/>\npaid from the current Application for Payment, and unconditional for all prior<br \/>\ncosts which have been disbursed by Lender by the twenty-fifth (25th) day of the<br \/>\nimmediately preceding month or were to have been paid from Borrower&#8217;s own funds<br \/>\nunder the Disbursement Budget);<\/p>\n<p>      6. Reasonable evidence of Borrower&#8217;s compliance with the provisions of the<br \/>\nSections of this Agreement entitled CONSTRUCTION and AUTHORITY\/ENFORCEABILITY.<br \/>\nWhere this Agreement calls for the delivery of a certificate as evidence of any<br \/>\naction, such certificate, if factually accurate, shall constitute such<br \/>\nreasonable evidence;<\/p>\n<p>      7. A written release executed by any surety to whom Lender has issued or<br \/>\nwill issue a set-aside letter and\/or any public entity or agency which is a<br \/>\nbeneficiary under any<\/p>\n<p>                               Exhibit D &#8211; Page 2<\/p>\n<p>instrument of credit, set-aside letter or standby letter of credit which Lender<br \/>\nhas issued or will issue with respect to the Loan;<\/p>\n<p>      8. For final payment only with respect all or any separate, independent<br \/>\nportion of the Improvements, valid, recorded Notice(s) of Completion for the<br \/>\nImprovements or any portions of the Improvements for which Notice(s) of<br \/>\nCompletion may be recorded under applicable law, and final payment lien release<br \/>\nwaivers (conditional with respect to costs to be paid from such final payment,<br \/>\nand unconditional for all other costs);<\/p>\n<p>      9. Certificate of Substantial Completion from the Architect and Engineer,<br \/>\nif any, prior to the final retention disbursement;<\/p>\n<p>      10. Any other document, requirement, evidence or information that Lender<br \/>\nmay have reasonably requested under any provision of the Loan Documents at least<br \/>\nthirty (30) days prior to the Application for Payment in question; and<\/p>\n<p>      11. Except with respect to items covered under #12 and #13 below, evidence<br \/>\nthat any goods, materials, supplies, fixtures or other work in process for which<br \/>\ndisbursement is requested have been incorporated into the Improvements.<\/p>\n<p>      12. In the event any Application for Payment includes the cost of<br \/>\nmaterials stored at a location other than the Property (&#8220;Offsite Materials&#8221;),<br \/>\neach of the following: (a) evidence that the Offsite Materials have been<br \/>\npurchased by Borrower, have been segregated from other materials in the facility<br \/>\nand have been appropriately marked to indicate Borrower&#8217;s ownership thereof and<br \/>\nLender&#8217;s security interest therein; and (b) evidence that the Offsite Materials<br \/>\nare insured as required by this Agreement.<\/p>\n<p>      13. In the event that any Application for Payment includes the cost of<br \/>\nmaterials stored on the Property (&#8220;Onsite Materials&#8221;), each of the following:<br \/>\n(a) evidence that the Onsite Materials have been purchased for or by Borrower;<br \/>\n(b) evidence that the Onsite Materials are insured as required hereunder; and<br \/>\n(c) evidence that the Onsite Materials are stored in an area on the Property for<br \/>\nwhich adequate security is provided against theft and vandalism.<\/p>\n<p>Borrower acknowledges that this approval process may result in disbursement<br \/>\ndelays and Borrower hereby consents to all such delays; provided, however, that<br \/>\nLender shall use commercially reasonable efforts to respond to all requests for<br \/>\napproval within the time periods designated in this Agreement.<\/p>\n<p>      C. Periodic Disbursement of Construction Costs, Site Work Costs and<br \/>\nOffsite Costs. As construction progresses, the amount of the retention as<br \/>\nprovided under any construction contract to which Borrower is a party (the<br \/>\n&#8220;Retention&#8221;) shall be disbursed into the Account or to or for the benefit or<br \/>\naccount of the Borrower, Property or Improvements upon Borrower&#8217;s delivery to<br \/>\nLender of (1) the applicable lien releases<\/p>\n<p>                               Exhibit D &#8211; Page 3<\/p>\n<p>specified above in Paragraph B.8 of this EXHIBIT D, (2) the applicable<br \/>\ncertificate specified above in Paragraph B.9 of this EXHIBIT D and (3) solely<br \/>\nwith respect to the Construction Contract, a duly issued temporary certificate<br \/>\nof occupancy for the Improvements and completion of the Improvements in<br \/>\naccordance with the Plans and Specifications.<\/p>\n<p>      D. Partial Disbursements. No disbursement shall be made for a particular<br \/>\nApplication for Payment unless all required supporting materials are included<br \/>\nfor Items totaling at least sixty-five percent (65%) of the total amount of<br \/>\nfunds requested thereunder. Subject to the foregoing, to the extent that an<br \/>\nunconditional lien release and waiver for an Item that was included in a prior<br \/>\ndisbursement is not delivered to Lender prior to the date that Lender approves<br \/>\nthe subsequent disbursement, Lender may withhold from the then current approved<br \/>\ndisbursement an amount equal to one hundred fifty percent (150%) of the amount<br \/>\nfor the Item(s) which had been previously funded. Thereafter, such withheld<br \/>\namount shall be disbursed as part of the next ensuing disbursement upon Lender&#8217;s<br \/>\nreceipt of the missing unconditional lien release and waiver.<\/p>\n<p>      E. Timing of Disbursements. Lender shall exercise diligent and good faith<br \/>\nefforts to disburse funds for all approved Items in any Application for Payment<br \/>\nwithin the applicable Lender Payment Turnaround Period.<\/p>\n<p>                               Exhibit D &#8211; Page 4<\/p>\n<p>                                    EXHIBIT E<\/p>\n<p>                               LEASING PARAMETERS<\/p>\n<p>      Minimum: $3.00 per square foot full service rent monthly; $45.00 per<br \/>\nsquare foot for tenant improvement allowance; lease terms to vary between 3, 5,<br \/>\n7 and 10 years.<\/p>\n<p>                                    EXHIBIT F<\/p>\n<p>                             CERTIFICATE OF APPROVAL<\/p>\n<p>      This is a Certificate of Approval, as defined in that certain Construction<br \/>\nLoan Agreement between San Rafael Corporate Center, LLC, a Delaware limited<br \/>\nliability company, as Borrower, and Riverside Finance Company, L.L.C., as<br \/>\nLender, dated as of _______________, 2002. All capitalized and undefined terms<br \/>\nused in this Certificate shall have the meanings given them in such Construction<br \/>\nLoan Agreement.<\/p>\n<p>      Borrower hereby certifies to Lender that since the date of the immediately<br \/>\npreceding Certificate of Approval [or in the case of the first Certificate of<br \/>\nApproval, &#8220;since the date of the execution of the Loan Agreement&#8221;], the<br \/>\nfollowing matters, which require the approval of Lender under the Loan<br \/>\nDocuments, were approved by [EOP INVESTOR] or [EOP PROJECT INVESTOR] in the<br \/>\nfollowing manner:<br \/>\n_______________________________________________________________________________<br \/>\n_______________________________________________________________________________<br \/>\n________________________________________________, and such approval has not been<br \/>\nrescinded as of this date. All other matters that arose between the date of the<br \/>\nimmediately preceding Certificate of Approval [or in the case of the first<br \/>\nCertificate of Approval, &#8220;since the date of the execution of the Loan<br \/>\nAgreement&#8221;] do not require the consent of the [EOP INVESTOR] or [EOP PROJECT<br \/>\nINVESTOR].<\/p>\n<p>      The undersigned hereby certifies that the matters set forth above are true<br \/>\nand correct as of this date.<\/p>\n<p>                                       _________________________________,<br \/>\n                                       a _______________________________<\/p>\n<p>                                       By:______________________________<br \/>\n                                       Its: ____________________________<br \/>\n                                       Date:____________________________<\/p>\n<p>                                    EXHIBIT G<\/p>\n<p>                      SCHEDULE OF PRE-CLOSING DISBURSEMENTS<\/p>\n<table>\n<caption>\n                       DATE OF ADVANCE           AMOUNT OF ADVANCE<br \/>\n                       &#8212;&#8212;&#8212;&#8212;&#8212;           &#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n<s>                    <c>                       <c><br \/>\n                             9\/27\/2000              $ 1,123,757.43<br \/>\n                            10\/04\/2000                  460,442.69<br \/>\n                            10\/12\/2000                  357,503.38<br \/>\n                            10\/31\/2000                   28,335.42<br \/>\n                            10\/31\/2000                    9,277.97<br \/>\n                            11\/03\/2000                  326,033.23<br \/>\n                            11\/22\/2000                  378,235.00<br \/>\n                            12\/08\/2000                   47,246.58<br \/>\n                            12\/13\/2000                  213,709.53<br \/>\n                            12\/15\/2000                  666,755.84<br \/>\n                             1\/17\/2001                  383,535.76<br \/>\n                             1\/19\/2001                  630,119.92<br \/>\n                             2\/13\/2001                  951,394.24<br \/>\n                             3\/22\/2001                  652,082.91<br \/>\n                             4\/17\/2001                  475,402.33<br \/>\n                             4\/25\/2001                  461,337.52<br \/>\n                             5\/25\/2001                1,267,603.72<br \/>\n                             6\/25\/2001                1,034,846.34<br \/>\n                             7\/25\/2001                1,374,191.91<br \/>\n                             8\/27\/2001                2,949,202.72<br \/>\n                             9\/25\/2001                3,120,176.00<br \/>\n                            10\/25\/2001                2,895,616.96<br \/>\n                            11\/28\/2001                2,909,416.50<br \/>\n                                                    ==============<br \/>\n                                                    $22,716,223.90<br \/>\n<\/c><\/c><\/s><\/caption>\n<\/table>\n<p>                                    EXHIBIT H<\/p>\n<p>                NON-EXHAUSTIVE SCHEDULE OF ENVIRONMENTAL REPORTS<\/p>\n<table>\n<caption>\n                     REPORT                                             PREPARED BY                                DATE<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n<s>                                                  <c>                                                      <c><br \/>\nEnvironmental Matters set forth in any of the<br \/>\nProject Entitlement documents as defined in the<br \/>\nConstruction Loan Agreement<\/p>\n<p>Subsurface Investigation City of San Rafael          Harding Lawson Associates                                May 15, 1985<br \/>\nCorporation Yard<\/p>\n<p>San Rafael portion of historical summary of PG&amp;E     PG&amp;E                                                     1987<br \/>\nproperties in the bay area<\/p>\n<p>Limited Phase I and Phase II Environmental Site      McCulley, Frick &amp; Gilman, Inc.                           September 25, 1995<br \/>\nAssessment Report<\/p>\n<p>Review of 1989 Risk Appraisal                        Harding Lawson Associates                                July 3, 1996<\/p>\n<p>Phase I Environmental Site Assessment for the        Levine &#8211; Fricke                                          August 14, 1996<br \/>\nFormer PG&amp;E San Rafael Service Center Site, City<br \/>\nof San Rafael Corporation Yard, and Shell<br \/>\nStation, San Rafael, California<\/p>\n<p>Letter regarding Soil and Groundwater                Harding Lawson Associates                                October 28, 1996<br \/>\nInvestigation at Second and Lindaro Streets<\/p>\n<p>Letter, Harding Lawson Associates Soil and           Levine-Fricke                                            October 29, 1996<br \/>\nGroundwater Investigation, PG&amp;E Property<\/p>\n<p>Geotechnical Investigation of Second and Lindaro     Harding Lawson Associates                                Draft May 6, 1997<br \/>\nStreets, Central Parcel<\/p>\n<p>(Draft) Risk Assessment of Groundwater and Soil                                                               June 2, 1997<br \/>\nPG&amp;E Parcel, San Rafael, California<br \/>\n<\/c><\/c><\/s><\/caption>\n<\/table>\n<table>\n<caption>\n                     REPORT                                             PREPARED BY                                DATE<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n<s>                                                  <c>                                                      <c><br \/>\nSoil Management Work Plan Fair, Isaac Office         Harding Lawson Associates                                June 12, 1997,<br \/>\nPark Second and Lindaro Streets, San Rafael,                                                                  REVISED ON<br \/>\nCalifornia                                                                                                    SEPTEMBER 30, 1997<\/p>\n<p>Draft, VOLUME I, Environmental Impact Report for     Robert Bein, William Frost &amp; Associates                  August 18, 1997<br \/>\nthe Fair, Isaac Office Park Project<\/p>\n<p>Geotechnical Investigation, Second and Lindaro       Harding Lawson Associates                                November 4, 1997<br \/>\nStreets, Central Parcel, San Rafael, California<\/p>\n<p>VOLUME II, Environmental Impact Report for the       Robert Bein, William Frost &amp; Associates                  December 1, 1997<br \/>\nFair, Isaac office Park Project<\/p>\n<p>Soil Management Work Plan, Fair, Isaac Office        Harding Lawson Associates                                February 9, 1998<br \/>\nPark, Revised<\/p>\n<p>Approval of the Soil management Work Plan for        Cal\/ EPA                                                 February 26, 1998<br \/>\nIsaac Office Park Development Project, San<br \/>\nRafael, Marin County<\/p>\n<p>California Environmental Protection Agency &#8211;         Harding Lawson Associates                                April 1998<br \/>\nDepartment of Toxic Substances Control; Public<br \/>\nParticipation Plan &#8211; Fair, Isaac Office Park &#8211;<br \/>\nSecond and Lindaro Streets &#8211; San Rafael,<br \/>\nCalifornia<\/p>\n<p>Cal\/EPA Regional Water Quality Control Board         Cal\/EPA                                                  May 1998<br \/>\nFact Sheet for Proposed Fair Isaac Office Park,<br \/>\nSan Rafael, California<\/p>\n<p>Geotechnical Investigations, Parking Structures      Harding Lawson Associates                                June 25, 1998<br \/>\n1 and 2, Fair, Isaac Office Park, San Rafael,<br \/>\nCalifornia<br \/>\n<\/c><\/c><\/s><\/caption>\n<\/table>\n<p>                               Exhibit H &#8211; Page 2<\/p>\n<table>\n<caption>\n                     REPORT                                             PREPARED BY                                DATE<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n<s>                                                  <c>                                                      <c><br \/>\nWork Plan for the Installation of Additional         Tetra Tech, Inc                                          January 15, 1999<br \/>\nMonitoring Wells &#8211; for the Pacific Gas &amp; Electric Company&#8217;s Former San Rafael<br \/>\nManufactured Gas Plant Site<\/p>\n<p>Letter, Evaluation of available environmental        Levine-Fricke                                            January 22, 1999<br \/>\nreports and related documents for the City of<br \/>\nSan Rafael property, eastern parcel of The Fair,<br \/>\nIsaac Project,<\/p>\n<p>1998 Completion Report, Fair Isaac Office Park,      Harding Lawson Associates                                February 23, 1999<br \/>\nSecond and Lindaro Streets, San Rafael,<br \/>\nCalifornia<\/p>\n<p>Letter to Mr. Michael Gordon; Fair Isaac; Re:        Michael San Julian, Land Agent, with Pacific Gas and     May 7, 1999<br \/>\nIgnacio-San Rafael 115Kv; Raise Tower 11\/69;         Electric Company<br \/>\nRaise 115kv Pole Line; All West of Lindaro<\/p>\n<p>Letter to Ms. Kathleen Kennedy; Fair, Isaac and      Harding Lawson Associates, signed by Robert Fosse,       July 21, 1999<br \/>\nCompany, Inc. Re:  Pile Driving Summary Report;      Associate Engineer<br \/>\nBuildings A and B, Central Parcel; Fair Isaac<br \/>\nOffice Park; San Rafael, California<\/p>\n<p>Soil and Groundwater Investigation Report            MFG, INC.                                                October 15, 1999<\/p>\n<p>Letter re concentrations of TPH, BTEX and MTBE       Regional Water Quality Control Board                     December 10, 1999<br \/>\nat the former Shell site<\/p>\n<p>Letter to Mr. Michael Gordon; Fair Isaac;  Re:       Kimberly A. Brandt, Senior Hydrogeologist, with LFR      April 3, 2000<br \/>\nEstimated Remedial Costs for Underground Storage     Levine Fricke<br \/>\nTank Removal, City of San Rafael Corporation<br \/>\nYard, 790 Lincoln Avenue, San Rafael, California<br \/>\n<\/c><\/c><\/s><\/caption>\n<\/table>\n<p>                               Exhibit H &#8211; Page 3<\/p>\n<table>\n<caption>\n                     REPORT                                             PREPARED BY                                DATE<br \/>\n&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8212;&#8211;<br \/>\n<s>                                                  <c>                                                      <c><br \/>\n1999 Annual Groundwater Monitoring Report by         PG&amp;E                                                     May 2000<br \/>\nTetra Tech<\/p>\n<p>Memorandum to Wilson Cornerstone, c\/o Don Young,     Marty Zemcik                                             May 28, 2000<br \/>\nre The Project Formerly Known as Fair Isaac. Re<br \/>\nIssues to be considered\/investigated during due<br \/>\ndiligence and development<\/p>\n<p>Summary of Agreements associated with the Asset      Marty Zemcik                                             June 2, 2000<br \/>\nSale Agreement between Pacific Gas and Electric<br \/>\nCompany (&#8220;PG&amp;E&#8221;) and Lease Plan North America,<br \/>\nInc. (Assignee of Fair, Isaac &amp; Co.) orFair,<br \/>\nIsaac &amp; Co. (Assignee of  Village Builders,<br \/>\nL.P.) or Village Builders, L.P.<\/p>\n<p>2000 Annual Groundwater Monitoring Report            TetraTech, Inc.                                          July 2001<br \/>\n<\/c><\/c><\/s><\/caption>\n<\/table>\n<p>                               Exhibit H &#8211; Page 4<\/p>\n<p>                                TABLE OF CONTENTS<\/p>\n<table>\n<caption>\n                                                                                                                      Page<br \/>\n<s>                                                                                                                   <c><br \/>\nARTICLE 1. DEFINITIONS&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;       1<\/p>\n<p>         1.1.     Defined Terms&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;       1<br \/>\n         1.2.     Exhibits Incorporated&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.       7<\/p>\n<p>ARTICLE 2. LOAN&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.       7<\/p>\n<p>         2.1.     Loan&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;       7<br \/>\n         2.2.     Loan Documents&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..       7<br \/>\n         2.3.     Effective Date&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..       8<br \/>\n         2.4.     Maturity Date; Prepayment&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;       8<br \/>\n         2.5.     Credit for Principal Payments&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..       8<br \/>\n         2.6.     Full Repayment and Reconveyance&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;       8<br \/>\n         2.7.     Certificates of Approval&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.       8<\/p>\n<p>ARTICLE 3. DISBURSEMENT&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..       9<\/p>\n<p>         3.1.     Conditions Precedent&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..       9<br \/>\n         3.2.     Account, Pledge and Assignment, and Disbursement Authorization&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..      10<br \/>\n         3.3.     Borrower&#8217;s Funds Account, Pledge and Assignment&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..      10<br \/>\n         3.4.     Loan Disbursements&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.      11<br \/>\n         3.5.     Working Capital&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.      11<br \/>\n         3.6.     Pre-Closing Loan Disbursements&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.      11<\/p>\n<p>ARTICLE 4. CONSTRUCTION&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..      11<\/p>\n<p>         4.1.     Commencement and Completion&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.      11<br \/>\n         4.2.     Commencement and Completion of Offsite Improvements&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.      11<br \/>\n         4.3.     Force Majeure&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;      12<br \/>\n         4.4.     Construction Agreement&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;      12<br \/>\n         4.5.     Architect&#8217;s Agreement&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.      12<br \/>\n         4.6.     Plans and Specifications&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.      12<br \/>\n         4.7.     Contractor\/Construction Information&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..      13<br \/>\n         4.8.     Prohibited Contracts&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..      14<br \/>\n         4.9.     Liens and Stop Notices&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;      14<br \/>\n         4.10.    Construction Responsibilities&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..      14<br \/>\n         4.11.    Assessments and Community Facilities Districts&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;      15<br \/>\n         4.12.    Delay&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..      15<br \/>\n         4.13.    Inspections&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..      15<br \/>\n<\/c><\/s><\/caption>\n<\/table>\n<p>                                      -i-<\/p>\n<table>\n<s>                                                                                                                      <c><br \/>\n         4.14.    Surveys&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;      15<\/p>\n<p>ARTICLE 5. INSURANCE&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..      16<\/p>\n<p>         5.1.     Title Insurance&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.      16<br \/>\n         5.2.     Property Insurance&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.      16<br \/>\n         5.3.     Flood Hazard Insurance&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;      16<br \/>\n         5.4.     Liability Insurance&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;      16<br \/>\n         5.5.     General&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;      16<\/p>\n<p>ARTICLE 6. REPRESENTATIONS AND WARRANTIES&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..      17<\/p>\n<p>         6.1.     Authority\/Enforceability&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.      17<br \/>\n         6.2.     Binding Obligations&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;      17<br \/>\n         6.3.     Formation and Organizational Documents&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..      17<br \/>\n         6.4.     No Violation&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.      17<br \/>\n         6.5.     Compliance with Laws&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..      17<br \/>\n         6.6.     Litigation&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;      18<br \/>\n         6.7.     Financial Condition&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;      18<br \/>\n         6.8.     [Deleted]&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.      18<br \/>\n         6.9.     Loan Proceeds and Adequacy&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..      18<br \/>\n         6.10.    Accuracy&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..      18<br \/>\n         6.11.    Tax Liability&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;      18<br \/>\n         6.12.    Utilities&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.      18<br \/>\n         6.13.    Compliance&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;      19<br \/>\n         6.14.    Americans With Disabilities Act Compliance&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.      19<br \/>\n         6.15.    Business Loan&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;      19<\/p>\n<p>ARTICLE 7. HAZARDOUS MATERIALS&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.      19<\/p>\n<p>         7.1.     Special Representations and Warranties&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..      19<br \/>\n         7.2.     Hazardous Materials Covenants&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..      20<\/p>\n<p>ARTICLE 8. SET ASIDE LETTERS&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;      22<\/p>\n<p>         8.1.     Set Aside Letters&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..      22<\/p>\n<p>ARTICLE 9. COVENANTS OF BORROWER&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..      23<\/p>\n<p>         9.1.     Expenses&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..      23<br \/>\n         9.2.     ERISA Compliance&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;      23<br \/>\n         9.3.     Leasing&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;      24<br \/>\n         9.4.     Approval of Leases&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.      24<br \/>\n<\/c><\/s><\/table>\n<p>                                      -ii-<\/p>\n<table>\n<s>                                                                                                                      <c><br \/>\n         9.5.     Revenue to be Applied to Debt Service&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;      24<br \/>\n         9.6.     Subdivision Maps&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;      24<br \/>\n         9.7.     Further Assurances&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.      24<br \/>\n         9.8.     Assignment&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;      24<br \/>\n         9.9.     Management of Property&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;      25<br \/>\n         9.10.    Governing Documents&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;      25<br \/>\n         9.11.    WAIVER OF FIDUCIARY CLAIMS&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..      25<\/p>\n<p>ARTICLE 10. REPORTING COVENANTS&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;      26<\/p>\n<p>         10.1.    Financial Information&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.      26<br \/>\n         10.2.    Books and Records&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..      26<\/p>\n<p>ARTICLE 11. DEFAULTS AND REMEDIES&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.      27<\/p>\n<p>         11.1.    Default&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;      27<br \/>\n         11.2.    Acceleration Upon Default; Remedies&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..      30<br \/>\n         11.3.    Disbursements to Third Parties&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.      30<br \/>\n         11.4.    Lender&#8217;s Completion of Construction&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..      30<br \/>\n         11.5.    Lender&#8217;s Cessation of Construction&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;      30<br \/>\n         11.6.    Termination or Continuation of Development and Management Agreements&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..      30<br \/>\n         11.7.    Repayment of Funds Advanced&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.      31<br \/>\n         11.8.    Rights Cumulative, No Waiver&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;      31<\/p>\n<p>ARTICLE 12. MISCELLANEOUS PROVISIONS&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.      31<\/p>\n<p>         12.1.    Indemnity&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.      31<br \/>\n         12.2.    Form of Documents&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..      32<br \/>\n         12.3.    No Third Parties Benefited&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..      32<br \/>\n         12.4.    Notices&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;      32<br \/>\n         12.5.    Attorney-in-Fact&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;      32<br \/>\n         12.6.    Actions&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;      32<br \/>\n         12.7.    Right of Contest&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;      33<br \/>\n         12.8.    Relationship of Parties&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..      33<br \/>\n         12.9.    Delay Outside Lender&#8217;s Control&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.      33<br \/>\n         12.10.   Attorneys&#8217; Fees and Expenses; Enforcement&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..      33<br \/>\n         12.11.   Immediately Available Funds&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.      34<br \/>\n         12.12.   Lender&#8217;s Consent&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;      34<br \/>\n         12.13.   Signs&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..      34<br \/>\n         12.14.   Lender&#8217;s Agents&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.      34<br \/>\n         12.15.   Tax Service&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..      34<br \/>\n         12.16.   WAIVER OF RIGHT TO TRIAL BY JURY&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..      34<br \/>\n<\/c><\/s><\/table>\n<p>                                     -iii-<\/p>\n<table>\n<s>                                                                                                                      <c><br \/>\n         12.17.   Severability&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.      35<br \/>\n         12.18.   Heirs, Successors and Assigns&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..      35<br \/>\n         12.19.   Time&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;      35<br \/>\n         12.20.   Headings&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;..      35<br \/>\n         12.21.   Governing Law&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;      35<br \/>\n         12.22.   Integration; Interpretation&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.      35<br \/>\n         12.23.   Joint and Several Liability&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.      35<br \/>\n         12.24.   Counterparts&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;&#8230;.      36<br \/>\n<\/c><\/s><\/table>\n<p>                                      -iv-<\/p>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7468],"corporate_contracts_industries":[9489],"corporate_contracts_types":[9560,9567],"class_list":["post-40924","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-equity-office-properties-trust","corporate_contracts_industries-real__reits","corporate_contracts_types-finance","corporate_contracts_types-finance__loan"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40924","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40924"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40924"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40924"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40924"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}