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were funded with unsecured full recourse personal loans made to each of the executives by a third-party lender. The loans mature beginning in the fourth quarter of 2004, bear interest at market rates and require interest to be paid quarterly. To facilitate the employee share purchase transactions, we entered into a guaranty agreement with the lender for payment of all indebtedness, fees and liabilities of the officers to the lender. Simultaneously, we entered into a reimbursement agreement to reimburse us, should any amounts ever be paid by us pursuant to the terms of the guaranty agreement. The reimbursement agreements require the executives to pay interest from the date any amounts are paid by us, until repayment by the officer. As of December 31, 2004, $4.3 million of these unsecured full recourse loans were outstanding. The remaining outstanding loans are scheduled to mature during the first quarter of 2005. We have not had to perform under the guaranty agreement. 

## 14. FAIR VALUE OF FINANCIAL INSTRUMENTS 

SFAS No. 107, “Disclosures about Fair Value of Financial Instruments”, requires disclosure about fair value for all financial instruments, whether or not recognized, for financial statement purposes. Disclosure about fair value of financial instruments is based on pertinent information available to management as of December 31, 2004 and 2003. Considerable judgment is necessary to interpret market data and develop estimated fair values. Accordingly, the estimates presented herein are not necessarily indicative of the amounts we could obtain on disposition of the financial instruments. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. 

As of December 31, 2004 and 2003, management estimated that the carrying value of cash and cash equivalents, accounts receivable, notes receivable, investments and liabilities under deferred compensation plans, accounts payable, accrued expenses and other liabilities and distributions payable were at amounts that reasonably approximated their fair value. 

Estimates of fair value of our notes payable are based upon interest rates available for the issuance of debt with similar terms and remaining maturities. As of December 31, 2004, the outstanding balance of fixed rate notes payable of $1,429.6 million had a fair value of $1,502.8 million. As of December 31, 2003, the outstanding balance of fixed rate notes payable of $1,385.1 million had a fair value of $1,492.9 million. The floating rate notes payable balance at December 31, 2004 and 2003 approximated fair value. 

## 15. NET CHANGE IN OPERATING ACCOUNTS 

The effect of changes in the operating accounts on cash flows from operating activities is as follows: 

<img src='content_image/10613.jpg'>

## 16. COMMITMENTS AND CONTINGENCIES 

## Construction Contracts 

As of December 31, 2004, we were obligated for approximately $21.3 million of additional expenditures on our two wholly-owned projects currently under development (a substantial amount of which we expect to be funded with our unsecured line of credit). 

