tfoc8k06112008ex10-21.htm


    


    
      [Published
CUSIP Number: ________________]

       

      


       

      


    

    TERM
LOAN CREDIT AGREEMENT

    


    Dated as
of June 10, 2008

    


    among

    


    TANGER
PROPERTIES LIMITED PARTNERSHIP

    as
Borrower,

    


    BANK
OF AMERICA, N.A.,

    as
Administrative Agent and as a Lender,

    


    and

    


    The Other
Lenders Party Hereto

    


    


    


    BANC
OF AMERICA SECURITIES LLC

    and

    WELLS
FARGO BANK, NATIONAL ASSOCIATION,

    as Joint
Lead Arrangers and Joint Book Managers

    


    WELLS
FARGO BANK, NATIONAL ASSOCIATION,

    as
Syndication Agent

    


     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
TABLE OF CONTENTS


    
      	
              Section

            	 
      	
              Page

            
	 
      	
              ARTICLE
      I DEFINITIONS AND ACCOUNTING TERMS

            	
              1

            
	
              1.01

            	
              Defined
      Terms; Accounting Treatment; Borrower’s Agent and
    Liabilities

            	
              1

            
	
              1.02

            	
              Other
      Interpretive Provisions

            	
              17

            
	
              1.03

            	
              Accounting
      Terms

            	
              17

            
	
              1.04

            	
              Roundings

            	
              18

            
	
              1.05

            	
              Times
      of Day

            	
              18

            
	 
      	
              ARTICLE
      II THE COMMITMENTS AND BORROWINGS

            	
              18

            
	
              2.01

            	
              Loans

            	
              18

            
	
              2.02

            	
              Borrowings,
      Conversions and Continuations of Loans

            	
              18

            
	
              2.03

            	
              Intentionally
      Omitted

            	
              20

            
	
              2.04

            	
              Intentionally
      Omitted

            	
              20

            
	
              2.05

            	
              Prepayments

            	
              20

            
	
              2.06

            	
              Termination
      or Reduction of Commitments

            	
              20

            
	
              2.07

            	
              Repayment
      of Loans

            	
              20

            
	
              2.08

            	
              Interest

            	
              20

            
	
              2.09

            	
              Fees

            	
              21

            
	
              2.10

            	
              Computation
      of Interest and Fees

            	
              21

            
	
              2.11

            	
              Evidence
      of Debt

            	
              21

            
	
              2.12

            	
              Payments
      Generally; Administrative Agent’s Clawback

            	
              22

            
	
              2.13

            	
              Sharing
      of Payments by Lenders

            	
              23

            
	
              2.14

            	
              Intentionally
      Omitted

            	
              23

            
	
              2.15

            	
              Increase
      in Commitments

            	
              23

            
	 
      	
              ARTICLE
      III TAXES, YIELD PROTECTION AND ILLEGALITY

            	
              24

            
	
              3.01

            	
              Taxes

            	
              24

            
	
              3.02

            	
              Illegality

            	
              27

            
	
              3.03

            	
              Inability
      to Determine Rates

            	
              27

            
	
              3.04

            	
              Increased
      Costs

            	
              27

            
	
              3.05

            	
              Compensation
      for Losses

            	
              28

            
	
              3.06

            	
              Mitigation
      Obligations; Replacement of Lenders

            	
              28

            
	
              3.07

            	
              Survival

            	
              29

            
	 
      	
              ARTICLE
      IV CONDITIONS PRECEDENT TO BORROWINGS

            	
              29

            
	
              4.01

            	
              Conditions
      of Initial Borrowings

            	
              29

            
	
              4.02

            	
              Conditions
      to all Borrowings

            	
              30

            
	 
      	
              ARTICLE
      V REPRESENTATIONS AND WARRANTIES

            	
              31

            
	
              5.01

            	
              Existence,
      Qualification and Power; Compliance with Laws

            	
              31

            
	
              5.02

            	
              Authorization;
      No Contravention

            	
              31

            
	
              5.03

            	
              Governmental
      Authorization; Other Consents

            	
              32

            
	
              5.04

            	
              Binding
      Effect

            	
              32

            
	
              5.05

            	
              Financial
      Statements; No Material Adverse Effect; No Internal Control
      Event

            	
              32

            
	
              5.06

            	
              Litigation

            	
              32

            
	
              5.07

            	
              No
      Default

            	
              33

            
	
              5.08

            	
              Ownership
      of Property; Liens

            	
              33

            
	
              5.09

            	
              Environmental
      Compliance

            	
              33

            
	
              5.10

            	
              Insurance

            	
              33

            


    

    


    
      
        
           
i

        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	
              5.11

            	
              Taxes

            	
              33

            
	
              5.12

            	
              ERISA
      Compliance

            	
              33

            
	
              5.13

            	
              Subsidiaries;
      Equity Interests

            	
              34

            
	
              5.14

            	
              Margin
      Regulations; Investment Company Act; Public Utility Holding Company
      Act

            	
              34

            
	
              5.15

            	
              Disclosure

            	
              34

            
	
              5.16

            	
              Compliance
      with Laws

            	
              35

            
	
              5.17

            	
              Intellectual
      Property; Licenses, Etc.

            	
              35

            
	
              5.18

            	
              Taxpayer
      Identification Number

            	
              35

            
	 
      	
              ARTICLE
      VI AFFIRMATIVE COVENANTS

            	
              35

            
	
              6.01

            	
              Financial
      Statements

            	
              35

            
	
              6.02

            	
              Certificates;
      Other Information

            	
              36

            
	
              6.03

            	
              Notices

            	
              37

            
	
              6.04

            	
              Payment
      of Obligations

            	
              38

            
	
              6.05

            	
              Preservation
      of Existence, Etc

            	
              38

            
	
              6.06

            	
              Maintenance
      of Properties

            	
              38

            
	
              6.07

            	
              Maintenance
      of Insurance

            	
              39

            
	
              6.08

            	
              Compliance
      with Laws

            	
              39

            
	
              6.09

            	
              Books
      and Records

            	
              39

            
	
              6.10

            	
              Inspection
      Rights

            	
              39

            
	
              6.11

            	
              Use
      of Proceeds

            	
              39

            
	
              6.12

            	
              Additional
      Guarantors; Release of Guarantors

            	
              39

            
	
              6.13

            	
              Non-Guarantor
      Subsidiary Cash Flows

            	
              41

            
	
              6.14

            	
              REIT
      Status

            	
              41

            
	
              6.15

            	
              Environmental
      Matters

            	
              41

            
	 
      	
              ARTICLE
      VII NEGATIVE COVENANTS

            	
              42

            
	
              7.01

            	
              Liens

            	
              42

            
	
              7.02

            	
              Investments

            	
              42

            
	
              7.03

            	
              Indebtedness

            	
              42

            
	
              7.04

            	
              Fundamental
      Changes

            	
              43

            
	
              7.05

            	
              Dispositions

            	
              43

            
	
              7.06

            	
              Anti-Terrorism
      Laws; FCPA

            	
              44

            
	
              7.07

            	
              Change
      in Nature of Business

            	
              44

            
	
              7.08

            	
              Transactions
      with Affiliates

            	
              44

            
	
              7.09

            	
              Burdensome
      Agreements

            	
              44

            
	
              7.10

            	
              Use
      of Proceeds

            	
              45

            
	
              7.11

            	
              Financial
      Covenants

            	
              45

            
	
              7.12

            	
              Organizational
      Documents; Ownership of Subsidiaries

            	
              46

            
	
              7.13

            	
              Non-Guarantor
      Subsidiary Restrictions

            	
              46

            
	
              7.14

            	
              Negative
      Pledges

            	
              46

            
	
              7.15

            	
              Sale
      Leasebacks

            	
              46

            
	
              7.16

            	
              Prepayments
      of Indebtedness, etc

            	
              46

            
	 
      	
              ARTICLE
      VIII EVENTS OF DEFAULT AND REMEDIES

            	
              47

            
	
              8.01

            	
              Events
      of Default

            	
              47

            
	
              8.02

            	
              Remedies
      Upon Event of Default

            	
              48

            
	
              8.03

            	
              Application
      of Funds

            	
              48

            


    

    


    
      
        
           
ii

        

        
           


          
            

          

        

        
           


        

      

    

    


    


    
      	 
      	
              ARTICLE
      IX ADMINISTRATIVE AGENT

            	
              49

            
	
              9.01

            	
              Appointment
      and Authority

            	
              49

            
	
              9.02

            	
              Rights
      as a Lender

            	
              50

            
	
              9.03

            	
              Exculpatory
      Provisions

            	
              50

            
	
              9.04

            	
              Reliance
      by Administrative Agent

            	
              51

            
	
              9.05

            	
              Delegation
      of Duties

            	
              51

            
	
              9.06

            	
              Resignation
      of Administrative Agent

            	
              51

            
	
              9.07

            	
              Non-Reliance
      on Administrative Agent and Other Lenders

            	
              52

            
	
              9.08

            	
              No
      Other Duties, Etc.

            	
              52

            
	
              9.09

            	
              Administrative
      Agent May File Proofs of Claim

            	
              52

            
	
              9.10

            	
              Guaranty
      Matters

            	
              52

            
	 
      	
              ARTICLE
      X MISCELLANEOUS

            	
              53

            
	
              10.01

            	
              Amendments,
      Etc.

            	
              53

            
	
              10.02

            	
              Notices;
      Effectiveness; Electronic Communication

            	
              54

            
	
              10.03

            	
              No
      Waiver; Cumulative Remedies; Enforcement

            	
              55

            
	
              10.04

            	
              Expenses;
      Indemnity; Damage Waiver

            	
              55

            
	
              10.05

            	
              Payments
      Set Aside

            	
              57

            
	
              10.06

            	
              Successors
      and Assigns

            	
              57

            
	
              10.07

            	
              Treatment
      of Certain Information; Confidentiality

            	
              60

            
	
              10.08

            	
              Right
      of Setoff

            	
              60

            
	
              10.09

            	
              Interest
      Rate Limitation

            	
              61

            
	
              10.10

            	
              Counterparts;
      Integration; Effectiveness

            	
              61

            
	
              10.11

            	
              Survival
      of Representations and Warranties

            	
              61

            
	
              10.12

            	
              Severability

            	
              61

            
	
              10.13

            	
              Replacement
      of Lenders

            	
              61

            
	
              10.14

            	
              Governing
      Law; Jurisdiction; Etc.

            	
              62

            
	
              10.15

            	
              Waiver
      of Jury Trial

            	
              63

            
	
              10.16

            	
              No
      Advisory or Fiduciary Responsibility

            	
              63

            
	
              10.17

            	
              USA
      PATRIOT Act Notice

            	
              63

            
	
              10.18

            	
              Electronic
      Execution of Assignments and Certain Other Documents

            	
              64

            
	
              10.19

            	
              Time
      of the Essence

            	
              64

            
	
              10.20

            	
              Entire
      Agreement

            	
              64

            


    

    


    
      
        
           
iii

        

        
           


          
            

          

        

        
           


        

      

    

    
SCHEDULES

     

    2.01           Commitments
and Applicable Percentages

    5.05           Supplement
to Interim Financial Statements

    5.06           Litigation

    5.09           Environmental
Matters

    5.10           Insurance

    5.13           Subsidiaries
and Other Equity Investments

    5.17           Intellectual
Property Matters

    10.02         Administrative
Agent’s Office; Certain Addresses for Notices

    10.06         Processing
and Recordation Fees

    


    EXHIBITS

    


    A           Form
of Loan Notice

    B           Intentionally
Omitted

    C           Form
of Note

    D           Form
of Officer’s Certificate

    E-1        Form
of Assignment and Assumption

    E-2        Administrative
Questionnaire

    F           Form
of Guaranty

    G           Opinion
Matters

    


    


    



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    TERM
LOAN CREDIT AGREEMENT

     

    This TERM
LOAN CREDIT AGREEMENT (“Agreement” or “Credit Agreement”) is
entered into as of June 10, 2008, among TANGER PROPERTIES
LIMITED PARTNERSHIP, a North Carolina limited partnership (the “Borrower”), each
lender from time to time party hereto either as a result of such party’s
execution of this Agreement as a “Lender” as of the date hereof or as a result
of such party being made a “Lender” hereunder by virtue of an executed
Assignment and Assumption (collectively, the “Lenders” and
individually, a “Lender”), and BANK OF
AMERICA, N.A., as
Administrative Agent.

    


    WHEREAS, the Borrower has
requested that the Lenders provide a term loan credit facility in an initial
amount of $235,000,000 for the purposes
described herein; and

    


    WHEREAS, the Lenders are
willing to do so on the terms and conditions set forth herein.

    


    NOW, THEREFORE, IN CONSIDERATION
of the premises and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:

     

    ARTICLE
I

     

    DEFINITIONS
AND ACCOUNTING TERMS

    


    1.01                      Defined Terms; Accounting Treatment;
Borrower’s Agent and Liabilities.

    


    As used
in this Agreement, the following terms shall have the meanings set forth
below:

    


    “Adjusted Unencumbered Asset
Value” shall mean, as of any Calculation Date:

    


    
      	
              (a)        
        

            	
              the
      sum of:

            


    

    


    (i) unrestricted
cash and cash equivalents held by the Borrower (excluding any tenant deposits);
plus

    


    (ii) cost
value of Projects Under Development which are included in Unencumbered Assets
(provided however, that the amount included under this item (a)(ii) shall
(A) not comprise more than fifteen percent (15%) of the total amount of Adjusted
Unencumbered Asset Value and (B) include only costs incurred as of any
Calculation Date); plus

    


    (iii)           cost
value of New Developments which are included in Unencumbered Assets (provided
however, that the amount included under this item (a)(iii) shall include
only costs incurred as of any Calculation Date); plus

    


    (b)           an
amount equal to:

    


    (i)           (x)
an amount equal to Unencumbered EBITDA for the most recently-ended Annual Period
(as adjusted by the Borrower (1) to take into account the Unencumbered EBITDA of
any dispositions during such Annual Period of Unencumbered Assets owned by the
Borrower and (2) to deduct Unencumbered EBITDA for any Projects Under
Development and New Developments which are included in Unencumbered Assets, each
of which adjustments must be approved by the Administrative Agent in its
reasonable discretion), minus (y) a capital expenditure allowance of $0.15 times
the gross leasable area of Unencumbered Assets (excluding Projects Under
Development and New Developments which are included in Unencumbered Assets);
divided by

    


    (ii)           0.08;

    


    provided,
however, that (I) not less than ninety percent (90%) of the sum of
items (a)(ii), (a)(iii) and (b) must be derived from retail properties;
provided, that if, and to the extent, the amount of the sum of said
items (a)(ii), (a)(iii) and (b) derived from non-retail properties exceeds
ten percent (10%) of Adjusted Unencumbered Asset Value, said excess shall not be
included in Adjusted Unencumbered Asset Value, and (II) the Unencumbered Assets
from which items (a)(iii) and (b) are derived must have an average
occupancy rate of not less than eighty-five percent (85%), determined on a
weighted average basis; provided, that if, and to the extent, such average
occupancy rate is less than 85%, amounts attributable to Unencumbered Assets
contributing to items (a)(iii) and/or (b) must be removed from the calculation
thereof to the extent necessary to cause such occupancy rate to equal or exceed
85%.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      


      “Administrative Agent”
means Bank of America in its capacity as administrative agent under any of the
Loan Documents, or any successor administrative agent.

      


      “Administrative
Agent’s Office” means the
Administrative Agent’s address and, as appropriate, account as set forth on
Schedule 10.02,
or such other address or account as the Administrative Agent may from time to
time notify to the Borrower and the Lenders.

      


      “Administrative
Questionnaire” means an Administrative Questionnaire in substantially the
form of Exhibit
E-2 or any other form approved by the Administrative Agent.

      


      “Affiliate” means,
with respect to any Person, another Person that directly, or indirectly through
one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.

      


      “Agents” means,
collectively, the Administrative Agent and the Syndication Agent.

      


      “Aggregate
Commitments” means the total Commitment of all the Lenders, as adjusted
from time to time in accordance with the terms of this Agreement.  The
Aggregate Commitments as of the Closing Date shall be $235,000,000.

      


      “Agreement” means this
Agreement, as it may be amended, restated, supplemented or otherwise modified
from time to time.

      


      “Allocable Share”
shall mean, with respect to any items attributable to a Joint Venture Project or
Joint Venture, the amount or percentage (which amount or percentage shall be
subject to Administrative Agent’s satisfactory review) of such items allocated
to Borrower, or for which Borrower is directly or indirectly responsible,
pursuant to the terms of the applicable joint venture agreement (or similar
governing agreement) copies of which shall be provided to Administrative Agent
upon request.

      


      “Annual Period” shall
mean the most recently-ended twelve (12) calendar month period for which the
Borrower has provided financial information pursuant to Section
6.01(a).

      


      “Applicable
Percentage” means with respect to any Lender at any time, the percentage
(carried out to the ninth decimal place) of the Aggregate Commitments
represented by such Lender’s Commitment at such time.  If the
commitment of each Lender to make Loans have been terminated pursuant to Section 8.02 or
if the Aggregate Commitments have expired, then the Applicable Percentage of
each Lender shall be determined based on the Applicable Percentage of such
Lender most recently in effect, giving effect to any subsequent
assignments.  The initial Applicable Percentage of each Lender is set
forth opposite the name of such Lender on Schedule 2.01 or
in the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable.

      


      “Applicable Rate”
means, for any day, subject to adjustment as provided in the penultimate
paragraph of this definition, the rate per annum set forth below opposite the
applicable Credit Rating then in effect, it being understood that the Applicable
Rate for (i) Eurodollar Rate Loans shall be the rate set forth under column
“Applicable Rate for Eurodollar Rate Loans” and (ii) Base Rate Loans shall be
the percentage set forth under the column “Applicable Rate for Base Rate
Loans.”

      


      
        	
                 

                Pricing Level

              	
                 

                Credit
      Rating

              	
                 

                Applicable
      Rate for Eurodollar Rate Loans

              	
                 

                Applicable
      Rate for Base Rate Loans

              
	
                I

              	
                BBB+/
      Baa1 or higher

              	
                1.250%

              	
                0.00%

              
	
                II

              	
                BBB/
      Baa2

              	
                1.375%

              	
                0.00%

              
	
                III

              	
                BBB-/Baa3

              	
                1.600%

              	
                0.00%

              
	
                IV

              	
                Lower
      than BBB-/Baa3

              	
                1.975%

              	
                0.00%

              


      

      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      The
Applicable Rate shall be adjusted effective on the next Business Day following
any change in the Credit Rating and the Borrower shall notify the Administrative
Agent in writing promptly after becoming aware of any change in the Credit
Rating.  In addition, and without limiting the foregoing, (a) if the
respective Credit Ratings issued by the S&P and Moody’s differ by one level,
then the Pricing Level for the lower of such Credit Ratings shall apply (with
the Credit Rating for Pricing Level I being the highest and the Credit Rating
for Pricing Level IV being the lowest); (b) if there is a split in Credit
Ratings of more than one level, then the Pricing Level that is one level higher
than the Pricing Level of the lower Credit Rating shall apply; (c) if the Parent
and/or the Borrower (as applicable) has only one Credit Rating, the Pricing
Level that is one level lower than that of such Credit Rating shall apply; (d)
to the extent any Credit Rating is provided (by S&P or Moody or both of
them) for both the Parent and the Borrower, if the respective Credit Ratings for
the Parent and the Borrower differ, the Pricing Level for the Credit Ratings of
such Person whose Credit Ratings result in the higher Pricing Level (such
Pricing Levels based on the Credit Ratings for each of the Parent and the
Borrower to be independently determined in accordance with subparagraphs (a)
through (c), with Pricing Level I being the lowest and Pricing Level IV being
the highest) shall apply; and (e) if neither the Parent nor the Borrower has any
Credit Rating, Pricing Level IV shall apply.

      


      “Approved Fund” means
any Fund that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that
administers or manages a Lender.

      


      “Arranger” means one
or more of Banc of America Securities LLC and Wells Fargo Bank, National
Association (as applicable), in their capacities as joint lead arrangers and
joint book managers.

      


      “Assignee Group” means
two or more Eligible Assignees that are Affiliates of one another or two or more
Approved Funds managed by the same investment advisor.

      


      “Assignment and
Assumption” means an assignment and assumption entered into by a Lender
and an Eligible Assignee (with the consent of any party whose consent is
required by Section 10.06(b),
and accepted by the Administrative Agent, in substantially the form of Exhibit E or any
other form approved by the Administrative Agent.

      


      “Audited Financial
Statements” means the audited consolidated balance sheet of the Parent and its Subsidiaries for
the fiscal year ended December 31, 2007, and the related consolidated
statements of income or operations, shareholders’ equity and cash flows for such
fiscal year of the Parent and its Subsidiaries, including the notes
thereto.

      


      “Availability Period”
means the period from and including the Closing Date to the earliest of
(a) the Maturity Date, (b) the date of termination of the Aggregate
Commitments pursuant to Section 2.06,
and (c) the date of termination of the commitment of each Lender to make
Loans pursuant to Section 8.02.

      


      “Bank of America”
means Bank of America, N.A. and its successors.

      


      “Base Rate” means for
any day a fluctuating rate per annum equal to the higher of (a) the Federal
Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such
day as publicly announced from time to time by the Administrative Agent as its
“prime rate.”  The “prime rate” is a rate set by the Administrative
Agent based upon various factors including the Administrative Agent’s costs and
desired return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below
such announced rate.  Any change in such rate announced by the
Administrative Agent shall take effect at the opening of business on the day
specified in the public announcement of such change.

      


      “Base Rate Loan” means
a Loan that bears interest based on the Base Rate.

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      “Borrower” has the
meaning specified in the introductory paragraph hereto.

      


      “Borrower Materials”
has the meaning specified in Section 6.02.

      


      “Borrowing” means a
borrowing consisting of simultaneous Loans of the same Type and, in the case of
Eurodollar Rate Loans, having the same Interest Period made by each of the
Lenders pursuant to Section 2.01.

      


      “Business Day” means
any day other than a Saturday, Sunday or other day on which commercial banks are
authorized to close under the Laws of, or are in fact closed in, the state where
the Administrative Agent’s Office is located and, if such day relates to any
Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits
are conducted by and between banks in the London interbank eurodollar
market.

      


      “Calculation Date”
shall mean each of (a) the last day of each calendar quarter and (b) each other
date on which any of the financial covenants set forth in Section 7.11 are
calculated.

      


      “Cash Equivalents”
means (a) securities issued or directly and fully guaranteed or insured by the
United States of America or any agency or instrumentality thereof (provided that
the full faith and credit of the United States of America is pledged in support
thereof) having maturities of not more than twelve (12) months from the date of
acquisition, (b) U.S. dollar denominated time deposits and certificates of
deposit of (i) any Lender, (ii) any domestic commercial bank of recognized
standing having capital and surplus in excess of $500,000,000 or (iii) any
bank whose short-term commercial paper rating from S&P is at least A-1 or
the equivalent thereof or from Moody’s is at least P-1 or the equivalent thereof
(any such bank being an “Approved Bank”), in
each case with maturities of not more than two hundred seventy (270) days from
the date of acquisition, (c) commercial paper and variable or fixed rate notes
issued by any Approved Bank (or by the parent company thereof) or any variable
rate notes issued by, or guaranteed by, any domestic corporation rated A-1 (or
the equivalent thereof) or better by S&P or P-1 (or the equivalent thereof)
or better by Moody’s and maturing within six (6) months of the date of
acquisition, (d) repurchase agreements with a bank or trust company (including
any of the Lenders) or recognized securities dealer having capital and surplus
in excess of $500,000,000 for direct obligations issued by or fully guaranteed
by the United States of America in which any Loan Party shall have a perfected
first priority security interest (subject to no other Liens) and having, on the
date of purchase thereof, a fair market value of at least 100% of the amount of
the repurchase obligations and (e) Investments, classified in accordance with
GAAP as current assets, in money market investment programs registered under the
Investment Company Act of 1940, as amended, which are administered by reputable
financial institutions having capital of at least $500,000,000 and the
portfolios of which are limited to Investments of the character described in the
foregoing subdivisions (a) through (d).

      


      “Change in Law” means
the occurrence, after the date of this Agreement, of any of the following:
(a) the adoption or taking effect of any law, rule, regulation or treaty,
(b) any change in any law, rule, regulation or treaty or in the
administration, interpretation or application thereof by any Governmental
Authority or (c) the making or issuance of any request, guideline or
directive (whether or not having the force of law) by any Governmental
Authority.

      


      “Change of Control”
shall mean a change resulting when (a) Borrower or Parent becomes aware (by way
of a report or any other filing pursuant to Section 13(d) of the Exchange Act,
proxy, vote, written notice or otherwise) that any Person or Group (other than a
Permitted Holder) shall at any time Beneficially Own more than 50% of the
aggregate voting power of all classes of Voting Stock of Parent; provided,
however, that the formation of a direct or indirect parent holding company to
Parent shall not be a change of control if (i) Parent is a Subsidiary of such
parent holding company, (ii) all of the holders of the Voting Stock of Parent
immediately before such transaction become holders of Voting Stock of such
parent and (iii) no Person or Group (other than a Permitted Holder) shall at any
time Beneficially Own more than 50% of the aggregate voting power of all classes
of Voting Stock of such parent; (b) the first day that a majority of the members
of the Board of Directors of Parent are not Continuing Directors; or (c) Parent,
or a wholly owned Subsidiary of Parent, shall cease to be the general partner of
the Borrower or to own at least 51% of the outstanding Equity Interests of the
Borrower.  As used herein (1) “Beneficially Own” means “beneficially
own” as defined in Rule 13d-3 of the Securities Exchange Act of 1934, as
amended, or any successor provision thereto; provided, however, that, for
purposes of this definition, a Person shall not be deemed to Beneficially Own
securities tendered pursuant to a tender or exchange offer made by or on behalf
of such Person or any of such Person’s Affiliate until such tendered


       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

         

        securities
are accepted for purchase or exchange; (2) “Group” means “group” for purposes of
Section 13(d) of the Securities Exchange Act of 1934, as amended; (3) “Voting
Stock” of any Person shall mean capital stock of such Person which ordinarily
has voting power for the election of directors (or persons performing similar
functions) of such Person, either at all times or only so long as no senior
class of securities has such voting power by reason of any contingency; (4)
“Permitted Holder” shall mean any of:  (i) Stanley K. Tanger, Steven
Tanger, any of their spouses (or former spouses), any of their descendants,
siblings or family members or any of their spouses (or former spouses), or any
of their estates (any such persons or estates in his clause (i), a “Tanger
Member”), (ii) any trust primarily for the benefit of any Tanger Member or
Tanger Members, (iii) any entity the majority of the owners of which are
entities under clauses (i) through (ii); (5) “Continuing Director” shall mean,
as of any date of determination, any member of the Board of Directors of Parent
who (i) is a member of the Board of Directors of Parent on the date of this
Agreement, or (ii) was nominated for election or was elected to such Board of
Directors with the approval of a majority of the Continuing Directors who were
members of the Board of Directors at the time of such nomination or election;
and (6) in calculating any beneficial ownership or percentage ownership of
Voting Stock units of the Parent held by any Permitted Holder that are
exchangeable for Voting Stock shall be deemed to be outstanding Voting Stock of
Parent as if such units had been exchanged for Voting Stock.

      

      
         

      

      “Closing Date” means
the first date all the conditions precedent in Section 4.01 are
satisfied or waived in accordance with Section 10.01.

      


      “Code” means the
Internal Revenue Code of 1986, as amended, and any successor statute thereto, as
interpreted by the rules and regulations issued thereunder, in each case as in
effect from time to time.  References to sections of the Code shall be
construed also to refer to any successor sections.

      


      “Commitment” means, as
to each Lender, its obligation to make Loans to the Borrower pursuant to Section 2.01 in
an aggregate principal amount at any one time outstanding not to exceed the
amount set forth opposite such Lender’s name on Schedule 2.01 or
in the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable, as such amount may be adjusted from time to time in
accordance with this Agreement.

      


      “Consolidated Parties”
means a collective reference to the Parent and its consolidated Subsidiaries;
and “Consolidated Party” means any one of them.

      


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

      


      “Control” means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability
to exercise voting power, by contract or otherwise.  “Controlling” and
“Controlled”
have meanings correlative thereto.

      


      “Credit Rating” means,
as of any date of determination, the rating as determined by either
S&P or Moody’s (collectively, the “Credit Ratings”) of
the Parent’s and/or the Borrower’s (as applicable) non-credit-enhanced, senior
unsecured long-term debt.

      


      “Debtor Relief Laws”
means the Bankruptcy Code of the United States, and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, or similar
debtor relief Laws of the United States or other applicable jurisdictions from
time to time in effect and affecting the rights of creditors
generally.

      


      “Default” means any
event or condition that constitutes an Event of Default or that, with the giving
of any notice, the passage of time, or both, would be an Event of
Default.

      


      “Default Rate” means
when used with respect to Obligations, an interest rate equal to the interest
rate (including any Applicable Rate) otherwise applicable to such Loan plus four
percent (4.0%) per annum.

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      “Defaulting Lender”
means any Lender that (a) has failed to fund any portion of the Loans
required to be funded by it hereunder within one Business Day of the date
required to be funded by it hereunder, (b) has otherwise failed to pay over
to the Administrative Agent or any other Lender any other amount required to be
paid by it hereunder within one Business Day of the date when due, unless the
subject of a good faith dispute, or (c)  has been deemed insolvent or
become the subject of a bankruptcy or insolvency proceeding.

      


      “Disposition” or
“Dispose” means
the sale, transfer, license, lease or other disposition (including any sale and
leaseback transaction) of any property by any Person, including any sale,
assignment, transfer or other disposal, with or without recourse, of any notes
or accounts receivable or any rights and claims associated
therewith.

      


      “Dollar” and “$” mean lawful money
of the United States.

      


      “Domestic Subsidiary”
means, with respect to any Person, any Subsidiary of such Person which is
incorporated or organized under the laws of any State of the United States or
the District of Columbia.

      


      “EBITDA” shall mean,
with respect to any Person, as of any Calculation Date, (i) Borrower’s earnings
before interest, taxes, depreciation, and amortization, all determined in
accordance with GAAP consistently applied (excluding extraordinary gains or
losses and excluding earnings attributable to Joint Ventures or Joint Venture
Projects), plus (ii) Borrower’s Allocable Share of earnings before interest,
taxes, depreciation, and amortization for Joint Ventures and Joint Venture
Projects, all determined in accordance with GAAP consistently applied (excluding
extraordinary gains or losses).

      


      “Eligible Assignee”
means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved
Fund; and (d) any other Person (other than a natural person) approved by
(i) the Administrative Agent and (ii) unless an Event of Default has
occurred and is continuing, the Borrower (each such approval not to be
unreasonably withheld or delayed); provided that
notwithstanding the foregoing, “Eligible Assignee” shall not include the
Borrower or any of the Borrower’s Affiliates or Subsidiaries.

      


      “Environmental Laws”
means any and all Federal, state, local, and foreign statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees, permits,
concessions, grants, franchises, licenses, agreements or governmental
restrictions relating to pollution and the protection of the environment or the
release of any materials into the environment, including those related to
hazardous substances or wastes, air emissions and discharges to waste or public
systems.

      


      “Environmental
Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or
indemnities), of the Borrower, any other Loan Party or any of their respective
Subsidiaries directly or indirectly resulting from or based upon
(a) violation of any Environmental Law, (b) the generation, use,
handling, transportation, storage, treatment or disposal of any Hazardous
Materials, (c) exposure to any Hazardous Materials, (d) the release or
threatened release of any Hazardous Materials into the environment or
(e) any contract, agreement or other consensual arrangement pursuant to
which liability is assumed or imposed with respect to any of the
foregoing.

      


      “Equity Interests”
shall mean, with respect to any Person, all of the shares of capital stock of
(or other ownership or profit interests in) such Person, all of the warrants,
options or other rights for the purchase or acquisition from such Person of
shares of capital stock of (or other ownership or profit interests in) such
Person, all of the securities convertible into or exchangeable for shares of
capital stock of (or other ownership or profit interests in) such Person or
warrants, rights or options for the purchase or acquisition from such Person of
such shares (or such other interests), and all of the other ownership or profit
interests in such Person (including partnership, member or trust interests
therein), whether voting or nonvoting, and whether or not such shares, warrants,
options, rights or other interests are outstanding on any date of
determination.

      


      “Equity Issuance”
means any issuance by the Borrower to any person or entity which is not a Loan
Party of (a) shares of its Equity Interests, (b) any shares of its Equity
Interests pursuant to the exercise of options or warrants or (c) any shares of
its Equity Interests pursuant to the conversion of any debt securities to
equity.

      


      “ERISA” means the
Employee Retirement Income Security Act of 1974.

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      “ERISA Affiliate”
means any trade or business (whether or not incorporated) under common control
with the Borrower within the meaning of Section 414(b) or (c) of the Code
(and Sections 414(m) and (o) of the Code for purposes of provisions
relating to Section 412 of the Code).

      


      “ERISA Event” means
(a) a Reportable Event with respect to a Pension Plan; (b) a
withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject to
Section 4063 of ERISA during a plan year in which it was a substantial
employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of
operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is
in reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 4041 or 4041A
of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e)  an event or condition which constitutes
grounds under Section 4042 of ERISA for the termination of, or the
appointment of a trustee to administer, any Pension Plan or Multiemployer Plan;
or (f) the imposition of any liability under Title IV of ERISA, other
than for PBGC premiums due but not delinquent under Section 4007 of ERISA,
upon the Borrower or any ERISA Affiliate.

      


      “Eurodollar Base Rate”
means, for such Interest Period, the rate per annum equal to the British Bankers
Association LIBOR Rate (“BBA LIBOR”), as
published by Reuters (or other commercially available source providing
quotations of BBA LIBOR as designated by the Administrative Agent from time to
time) at approximately 11:00 a.m., London time, two Business Days prior to
the commencement of such Interest Period, for Dollar deposits (for delivery on
the first day of such Interest Period) with a term equivalent to such Interest
Period.  If such rate is not available at such time for any reason,
then the “Eurodollar Base Rate” for such Interest Period shall be the rate per
annum determined by the Administrative Agent to be the rate at which deposits in
Dollars for delivery on the first day of such Interest Period in same day funds
in the approximate amount of the Eurodollar Rate Loan being made, continued or
converted by the Administrative Agent and with a term equivalent to such
Interest Period would be offered by the Administrative Agent’s London Branch to
major banks in the London interbank eurodollar market at their request at
approximately 11:00 a.m. (London time) two Business Days prior to the
commencement of such Interest Period.

      


      “Eurodollar Rate”
means for any Interest Period with respect to a Eurodollar Rate Loan, a rate per
annum determined by the Administrative Agent pursuant to the following
formula:

      


      
        	
                Eurodollar
      Rate  =

              	
                               Eurodollar Base
      Rate                
         

                1.00
      – Eurodollar Reserve Percentage

              


      

      


      “Eurodollar Rate Loan”
means a Loan that bears interest at a rate based on the Eurodollar
Rate.

      


      “Eurodollar Reserve
Percentage” means, for any day during any Interest Period, the reserve
percentage (expressed as a decimal, carried out to five decimal places) in
effect on such day, whether or not applicable to any Lender, under regulations
issued from time to time by the FRB for determining the maximum reserve
requirement (including any emergency, supplemental or other marginal reserve
requirement) with respect to Eurocurrency funding (currently referred to as
“Eurocurrency liabilities”).  The Eurodollar Rate for each outstanding
Eurodollar Rate Loan shall be adjusted automatically as of the effective date of
any change in the Eurodollar Reserve Percentage.

      


      “Event of Default” has
the meaning specified in Section 8.01.

      


      “Excluded Taxes”
means, with respect to the Administrative Agent, any Lender or any other
recipient of any payment to be made by or on account of any obligation of the
Borrower hereunder, (a) taxes imposed on or measured by its overall net income
(however denominated), and franchise taxes imposed on it (in lieu of net income
taxes), by the jurisdiction (or any political subdivision thereof) under the
Laws of which such recipient is organized or in which its principal office is
located or, in the case of any Lender, in which its applicable Lending Office is
located, (b) any branch profits taxes imposed by the United States or any
similar tax imposed by any other jurisdiction in which the Borrower is located,
(c) 

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          
any
backup withholding tax that is required by the Code to be withheld from amounts
payable to a Lender that has failed to comply with clause (A) of Section 3.01(e)(ii),
and (d) in the case of a Foreign Lender (other than an assignee pursuant to a
request by the Borrower under Section 10.13), any
United States withholding tax that (i) is required to be imposed on amounts
payable to such Foreign Lender pursuant to the Laws in force at the time such
Foreign Lender becomes a party hereto (or designates a new Lending Office) or
(ii) is attributable to such Foreign Lender’s failure or inability (other than
as a result of a Change in Law) to comply with clause (B) of Section 3.01(e)(ii),
except to the extent that such Foreign Lender (or its assignor, if any) was
entitled, at the time of designation of a new Lending Office (or assignment), to
receive additional amounts from the Borrower with respect to such withholding
tax pursuant to Section 3.01(a)(ii)
or (iii).

      

      


      “Fair Market Minimum Net
Worth” shall mean, as of any Calculation Date, Borrower’s Total Adjusted
Asset Value less Total Liabilities.

      


      “Federal Funds Rate”
means, for any day, the rate per annum equal to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Business Day next succeeding such
day; provided
that (a) if such day is not a Business Day, the Federal Funds Rate for such
day shall be such rate on such transactions on the next preceding Business Day
as so published on the next succeeding Business Day, and (b) if no such
rate is so published on such next succeeding Business Day, the Federal Funds
Rate for such day shall be the average rate (rounded upward, if necessary, to a
whole multiple of 1/100 of 1%) charged to the Administrative Agent on such day
on such transactions as determined by the Administrative Agent.

      


      “Fee Letter” means the
letter agreement, dated April 17, 2008, among the Borrower, the Parent, the
Administrative Agent and the Arranger.

      


      “Fixed Charges” shall
mean, as of any Calculation Date, an amount equal to (a) all principal and
interest payments due on all obligations of the Borrower for the most
recently-ended Annual Period, exclusive of balloon maturity payments, plus (b)
Borrower’s Allocable Share of the sum of all principal and interest payments due
on all loan obligations of any Joint Venture or otherwise attributable to any
Joint Venture Project for such Annual Period, exclusive of balloon maturity
payments, plus (c) all Preferred Dividends, if any, payable with respect to such
Annual Period, plus (d) a capital expenditure allowance of $0.15 times gross
leaseable area of owned projects plus a capital expenditure allowance of $0.15
times gross leaseable area of Joint Venture Projects multiplied by the
Borrower’s Allocable Share of such Joint Venture Projects (excluding Projects
Under Development and New Developments).

      


      “Foreign Lender” means
any Lender that is organized under the Laws of a jurisdiction other than that in
which the Borrower is resident for tax purposes.  For purposes of this
definition, the United States, each State thereof and the District of Columbia
shall be deemed to constitute a single jurisdiction.

      


      “Foreign Subsidiary”
means any Subsidiary of a Person that is not a Domestic Subsidiary of such
Person.

      


      “FRB” means the Board
of Governors of the Federal Reserve System of the United States.

      


      “Fully Satisfied”
means, with respect to the Obligations as of any date, that, as of such date,
(a) all principal of and interest accrued to such date which constitute
Obligations shall have been irrevocably paid in full in cash, and (b) all
fees, expenses and other amounts then due and payable which constitute
Obligations shall have been irrevocably paid in cash.

      


      “Fund” means any
Person (other than a natural person) that is (or will be) engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course of its business.

      


      “Funds From
Operations” shall be as defined by NAREIT as of the first day of a fiscal
year.

      


      “GAAP” means generally
accepted accounting principles in the United States set forth in the opinions
and pronouncements of the Accounting Principles Board and the American Institute
of Certified Public Accountants and statements and pronouncements of the
Financial Accounting Standards Board or such other principles as may be approved
by a significant segment of the accounting profession in the United States, that
are applicable to the circumstances as of the date of determination,
consistently applied.

      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      “Governmental
Authority” means the government of the United States or any other nation,
or of any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government (including any
supra-national bodies such as the European Union or the European Central
Bank).

      


      “Granting Lender” has
the meaning specified in Section 10.06(h).

      


      “Guarantee” shall
mean, as to any Person, (a) any obligation, contingent or otherwise, of such
Person guaranteeing or having the economic effect of guaranteeing any
Indebtedness or other obligation payable or performable by another Person (the
“primary obligor”) in any manner, whether directly or indirectly, and including
any obligation of such Person, direct or indirect, (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or
other obligation, (ii) to purchase or lease property, securities or services for
the purpose of assuring the obligee in respect of such Indebtedness or other
obligation of the payment or performance of such Indebtedness or other
obligation, (iii) to maintain working capital, equity capital or any other
financial statement condition or liquidity or level of income or cash flow of
the primary obligor so as to enable the primary obligor to pay such Indebtedness
or other obligation, or (iv) entered into for the purpose of assuring in any
other manner the obligee in respect of such Indebtedness or other obligation of
the payment or performance thereof or to protect such obligee against loss in
respect thereof (in whole or in part), or (b) any Lien on any assets of such
Person securing any Indebtedness or other obligation of any other Person,
whether or not such Indebtedness or other obligation is assumed by such Person
(or any right, contingent or otherwise, of any holder of such Indebtedness to
obtain any such Lien).  The amount of any Guarantee shall be deemed to
be an amount equal to the stated or determinable amount of the related primary
obligation, or portion thereof, in respect of which such Guarantee is made or,
if not stated or determinable, the maximum reasonably anticipated liability in
respect thereof as determined by the guaranteeing Person in good
faith.  The term “Guarantee” as a verb has a corresponding
meaning.

      


      “Guarantors” means,
collectively, as of any date of determination, the Parent and each other Person
that has been required, pursuant to the terms of this Agreement and the
Guaranty, to execute a counterpart of the Guaranty, in each case to the extent
such Person has not been released from its obligations under the Guaranty
pursuant to the terms of the Guaranty and this Agreement.

      


      “Guaranty” means the
Guaranty dated as of the date hereof made by the Parent and each of the Domestic
Subsidiaries of the Borrower existing as of the date hereof (except the
Non-Guarantor Subsidiaries) in favor of the Administrative Agent and the
Lenders, substantially in the form of Exhibit F, as
the same may be amended, restated, supplemented or otherwise modified from time
to time and as joined from time to time by such Persons that either (a) become,
following the date hereof, a Domestic Subsidiary of the Borrower that is not a
Non-Guarantor Subsidiary or (b) cease to qualify as a Non-Guarantor Subsidiary
following the date hereof.

      


      “Hazardous Materials”
means all explosive or radioactive substances or wastes and all hazardous or
toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos-containing materials, polychlorinated
biphenyls, radon gas, infectious or medical wastes and all other substances or
wastes of any nature in quantities regulated pursuant to any Environmental
Law.

      


      “Indebtedness” means
all obligations, contingent and otherwise in respect of (a) all debt and similar
monetary obligations, whether direct or indirect and whether evidenced by one or
more notes, bonds, agreements or other evidences of indebtedness; (b) all
liabilities secured by any mortgage, pledge, security interest, lien, charge, or
other encumbrance existing on property owned or acquired subject thereto,
whether or not the liability secured thereby shall have been assumed; (c) all
liabilities under capitalized leases; and (d) all guarantees, endorsements and
other contingent obligations whether direct or indirect in respect of
indebtedness of others, including the obligations to reimburse the issuer in
respect of any letters of credit.

      


      “Indemnified Taxes”
means Taxes other than Excluded Taxes.

      


      “Indemnitees” has the
meaning specified in Section 10.04(b).

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      “Information” has the
meaning specified in Section 10.07.

      


      “Intangible Assets”
means assets that are considered to be intangible assets under GAAP, including
customer lists, goodwill, computer software, copyrights, trade names,
trademarks, patents, franchises, licenses, unamortized deferred charges,
unamortized debt discount and capitalized research and development
costs.

      


      “Interest Payment
Date” means, (a) as to any Loan other than a Base Rate Loan, the
last day of each Interest Period applicable to such Loan and the Maturity Date;
provided, however, that if any
Interest Period for a Eurodollar Rate Loan exceeds three months, the respective
dates that fall every three months after the beginning of such Interest Period
shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the
fifteenth (15th)
calendar day of each calendar month and the Maturity Date; provided, if such
fifteenth (15th)
calendar day or the Maturity Date is not a Business Day, the applicable Interest
Payment Date shall be the next succeeding Business Day.

      


      “Interest Period”
means, as to each Eurodollar Rate Loan, the period commencing on the date such
Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar
Rate Loan and ending on the date one (1), two (2), three (3), six (6), nine (9)
or twelve (12) months thereafter, as selected by the Borrower in its Loan
Notice; provided
that:

      


      (i)           any
Interest Period that would otherwise end on a day that is not a Business Day
shall be extended to the next succeeding Business Day unless such Business Day
falls in another calendar month, in which case such Interest Period shall end on
the next preceding Business Day;

      


      (ii)           any
Interest Period that begins on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall end on the last Business Day of the
calendar month at the end of such Interest Period;

      


      (iii)           no
Interest Period shall extend beyond the Maturity Date; and

      


      (iv)           a
period of twelve (12) months shall be deemed, as used in connection with the
term “Interest Period”, to be equal to 364 days and any period in excess of six
(6) months shall only be available to the Borrower to the extent available to
each Lender.

      


      “Internal Control
Event” means a material weakness in, or fraud that involves management or
other employees who have a significant role in, the Parent’s or the Borrower’s
internal control over financial reporting, in each case as described in the
Securities Laws.

      


      “Investment” means, as
to any Person, any direct or indirect acquisition or investment by such Person,
whether by means of (a) the purchase or other acquisition of capital stock or
other securities of another Person, (b) a loan, advance or capital contribution
to, Guarantee or assumption of debt of, or purchase or other acquisition of any
other debt or equity participation or interest in, another Person, including any
partnership or joint venture interest in such other Person and any arrangement
pursuant to which the investor Guarantees Indebtedness of such other Person, or
(c) the purchase or other acquisition (in one transaction or a series of
transactions) of assets of another Person that constitute a business
unit.

      


      “IP Rights” has the
meaning specified in Section 5.17.

      


      “IRS” means the United
States Internal Revenue Service.

      


      “Joint Venture” shall
mean any Person in which the Borrower owns an Equity Interest, but that is not a
Wholly-Owned Subsidiary of the Borrower.

      


      “Joint Venture
Projects” shall mean all Projects with respect to which Borrower holds an
interest that is less than 100%.

      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      “Laws” means,
collectively, all international, foreign, Federal, state and local statutes,
treaties, rules, guidelines, regulations, ordinances, codes and administrative
or judicial precedents or authorities, including the interpretation or
administration thereof by any Governmental Authority charged with the
enforcement, interpretation or administration thereof, and all applicable
administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case
whether or not having the force of law.

      


      “Lender” has the
meaning specified in the introductory paragraph hereto.

      


      “Lending Office”
means, as to any Lender, the office or offices of such Lender described as such
in such Lender’s Administrative Questionnaire, or such other office or offices
as a Lender may from time to time notify the Borrower and the Administrative
Agent.

      


      “Lien” shall mean any
mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), charge, or preference, priority or other security
interest or preferential arrangement in the nature of a security interest of any
kind or nature whatsoever (including any conditional sale or other title
retention agreement, any easement, right of way or other encumbrance on title to
real property, and any financing lease having substantially the same economic
effect as any of the foregoing).

      


      “Loan” has the meaning
specified in Section 2.01.

      


      “Loan Documents” means
this Agreement, each Note, the Fee Letter and the Guaranty.

      


      “Loan Notice” means a
notice of (a) a Borrowing, (b) a conversion of Loans from one Type to
the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to
Section 2.02(a),
which, if in writing, shall be substantially in the form of Exhibit A.

      


      “Loan Parties” means,
collectively, the Borrower and each Guarantor.

      


      “Material Adverse
Effect” means (a) a material adverse change in, or a material
adverse effect upon, the operations, business, properties, liabilities (actual
or contingent), condition (financial or otherwise) or prospects of the
Consolidated Parties, taken as a whole; (b) a material impairment of the
ability of any Loan Party to perform its obligations under any Loan Document to
which it is a party; or (c) a material adverse effect upon the legality,
validity, binding effect or enforceability against any Loan Party of any Loan
Document to which it is a party.

      


      “Maturity Date” means
June 10, 2011.

      


      “Moody’s” means
Moody’s Investors Service, Inc., and any successor thereto.

      


      “Mortgage” shall mean
a mortgage, deed of trust, deed to secure debt or similar security instrument
made or to be made by any entity or person owning an interest in real estate
granting a lien on such interest in real estate as security for the payment of
Indebtedness.

      


      “Multiemployer Plan”
means any employee benefit plan of the type described in Section 4001(a)(3)
of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to
make contributions, or during the preceding five plan years, has made or been
obligated to make contributions.

      


      “NAREIT” means the
National Association of Real Estate Investment Trusts.

      


      “Negative Pledge”
shall mean with respect to a given asset, any provision of a document,
instrument or agreement (other than any Loan Document) which prohibits or
purports to prohibit the creation or assumption of any Lien on such asset as
security for Indebtedness of the Person owning such asset or any other Person;
provided, however, that an
agreement that conditions a Person’s ability to encumber its assets upon the
maintenance of one or more specified ratios that limit such Person’s ability to
encumber its assets but that do not generally prohibit the encumbrance of its
assets, or the encumbrance of specific assets, shall not constitute a Negative
Pledge.

      


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      “New Development”
shall mean, as of any Calculation Date, (a) any Project which was a Project
Under Development during the most recently-ended Annual Period as to which
conditions (a), (b) and (c) as provided for in the definition of Projects Under
Development have been satisfied, and (b) any Project acquired during the most
recently-ended Annual Period, such Project(s) being a New Development only for
the subject twelve (12) month reporting period.

      


      “NGS Excess Cash Flow”
means an amount equal to all net operating income of a Non-Guarantor Subsidiary
minus all debt service payments of such Non-Guarantor Subsidiary minus all
amounts required to fund reserves of such Non-Guarantor Subsidiary.

      


      “Non-Guarantor
Subsidiaries” means, as of any date of determination, a collective
reference to:

      


      
        	
                (a)

              	
                any
      Subsidiary of any Loan Party (i) which holds no assets contributing to
      Adjusted Unencumbered Asset Value and is formed for or converted to (in
      accordance with the terms and conditions set forth herein) the specific
      purpose of holding title to assets which are collateral for indebtedness
      owing by such Subsidiary and (ii) which is (or, immediately following its
      release as a Loan Party hereunder, shall be) expressly prohibited in
      writing from guaranteeing indebtedness of any other person or entity
      pursuant to (A) a provision in any document, instrument or agreement
      evidencing such indebtedness of such Subsidiary or (B) a provision of such
      Subsidiary's organizational documents, in each case, which provision was
      included in such organizational document or such other document,
      instrument or agreement as an express condition to the extension of such
      indebtedness required by the third party creditor providing the subject
      financing; provided, that a Subsidiary meeting the above requirements
      shall only remain a “Non-Guarantor Subsidiary” for so long as (1) each of
      the above requirements are satisfied, (2) such Subsidiary does not
      guarantee any other indebtedness and (3) the indebtedness with respect to
      which the restrictions noted in clause (ii) are imposed remains
      outstanding;

              


      

      


      
        	
                (b)

              	
                any
      Subsidiary of any Loan Party (i) which becomes a Subsidiary of any Loan
      Party following the Closing Date, (ii) which is not a Wholly-Owned
      Subsidiary of the Loan Party, and (iii) with respect to which the Loan
      Party, as applicable, does not have sufficient voting power to cause such
      Subsidiary to execute the Guaranty pursuant to the terms of the Loan
      Documents or, notwithstanding such voting power, the interests of such
      non-Loan Party holders have material economic value in the reasonable
      judgment of the Borrower that would be impaired by the execution of the
      Guaranty; and

              


      

      


      
        	
                (c)

              	
                any
      other Subsidiary of a Loan Party to the extent (i) such Subsidiary holds
      no assets; or (ii) such Subsidiary holds assets which contribute less than
      $350,000 to the calculation of Adjusted Unencumbered Asset
      Value.

              


      

      
         

         

        “Non-Guarantor
Subsidiary” means any one of such entities.

      

      


      “Note” means a
promissory note made by the Borrower in favor of a Lender evidencing Loans made
by such Lender, substantially in the form of Exhibit C.

      


      “Obligations” means
all advances to, and debts, liabilities, obligations, covenants and duties of,
any Loan Party arising under any Loan Document or otherwise with respect to any
Loan, whether direct or indirect (including those acquired by assumption),
absolute or contingent, due or to become due, now existing or hereafter arising
and including (i) interest and fees that accrue under the Loan Documents after
the commencement by or against any Loan Party or any Affiliate thereof of any
proceeding under any Debtor Relief Laws naming such Person as the debtor in such
proceeding, regardless of whether such interest and fees are allowed claims in
such proceeding and (ii) any Swap Contract entered into in connection with the
Loans by any Loan Party with respect to which a Lender or any Affiliate of a
Lender is a party.

      


      “Organization
Documents” means, (a) with respect to any corporation, the
certificate or articles of incorporation and the bylaws (or equivalent or
comparable constitutive documents with respect to any
non-U.S.  jurisdiction); (b) with respect to any limited
liability company, the certificate or articles of formation or organization and
operating agreement; and (c) with respect to any partnership, joint
venture, trust or other form of business entity, the partnership, joint venture
or other applicable agreement of formation or organization and any agreement,
instrument, filing or notice with respect thereto filed in connection with its
formation or organization with the applicable Governmental Authority in the
jurisdiction of its formation or organization and, if applicable, any
certificate or articles of formation or organization of such
entity.

      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      “Other Taxes” means
all present or future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies arising from any payment made hereunder or
under any other Loan Document or from the execution, delivery or enforcement of,
or otherwise with respect to, this Agreement or any other Loan
Document.

      


      “Outstanding Amount”
means on any date, the aggregate outstanding principal amount thereof after
giving effect to any borrowings and prepayments or repayments of Loans occurring
on such date.

      


      “Parent” means Tanger
Factory Outlet Centers, Inc., a North Carolina corporation, together with its
successors and permitted assigns.

      


      “Participant” has the
meaning specified in Section 10.06(d).

      


      “PBGC” means the
Pension Benefit Guaranty Corporation.

      


      “Pension Plan” means
any “employee pension benefit plan” (as such term is defined in
Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to
Title IV of ERISA and is sponsored or maintained by the Borrower or any
ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes or
has an obligation to contribute, or in the case of a multiple employer or other
plan described in Section 4064(a) of ERISA, has made contributions at any
time during the immediately preceding five plan years.

      


      “Person” means any
natural person, corporation, limited liability company, trust, joint venture,
association, company, partnership, Governmental Authority or other
entity.

      


      “Plan” means any
“employee benefit plan” (as such term is defined in Section 3(3) of ERISA)
established by the Borrower or, with respect to any such plan that is subject to
Section 412 of the Code or Title IV of ERISA, any ERISA
Affiliate.

      


      “Platform” has the
meaning specified in Section 6.02.

      


      “Preferred Dividends”
shall mean, with respect to any Person, dividends or other distributions which
are payable to holders of any Equity Interests in such Person which entitle the
holders of such Equity Interests to be paid on a preferred basis prior to
dividends or other distributions to the holders of other types of Equity
Interests in such Person.

      


      “Pro Forma Compliance
Certificate” means a certificate of an officer of the Borrower delivered
to the Administrative Agent (in connection with a Disposition or otherwise) and
containing reasonably detailed calculations, upon giving effect to the
applicable transaction on a pro forma basis, of the financial covenants set
forth in Section
7.11.

      


      “Projects” shall mean
any and all parcels of real property owned by the Borrower or with respect to
which the Borrower owns an interest (whether directly or indirectly) on which
are located improvements with a gross leasable area in excess of 50,000 sq. ft.
or with respect to which construction and development of such improvements are
under development.

      


      “Projects Under
Development” means, as of any Calculation Date, any Project under
development by the Borrower or any Wholly-Owned Subsidiary of the Borrower (a)
classified as construction in progress on the Borrower’s quarterly financial
statements; or (b) as to which a certificate of occupancy has not been issued;
or (c) as to which a minimum of 70% of total gross leasable area has not been
leased and occupied by paying tenants.

      


       “Properties” means, as
of any date of determination, all interests in real property (direct or
indirect), together with all improvements thereon, owned by any Loan Party; and
“Property”
means any one of them.

      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      “Register” has the
meaning specified in Section 10.06(c).

      


      “Registered Public Accounting
Firm” has the meaning specified in the Securities Laws and shall be
independent of the Borrower as prescribed by the Securities Laws.

      


      “REIT” means a Person
qualifying for treatment as a “real estate investment trust” under the
Code.

      


      “Related Parties”
means, with respect to any Person, such Person’s Affiliates and the partners,
directors, officers, employees, agents and advisors of such Person and of such
Person’s Affiliates.

      


      “Reportable Event”
means any of the events set forth in Section 4043(c) of ERISA, other than
events for which the 30 day notice period has been waived.

      


      “Request for
Borrowing” means, with respect to a Borrowing, conversion or continuation
of Loans, a Loan Notice.

      


      “Required Lenders”
means, as of any date of determination, Lenders having at least sixty-six and
two-thirds of one percent (66-2/3%) of the Aggregate Commitments or, if the
commitment of each Lender to make Loans have been terminated pursuant to Section 8.02,
Lenders holding in the aggregate at least sixty-six and two-thirds
of one percent (66-2/3%) of the Total Outstandings; provided that the
Commitment of, and the portion of the Total Outstandings held or deemed held by,
any Defaulting Lender shall be excluded for purposes of making a determination
of Required Lenders.

      


      “Responsible Officer”
means the chief executive officer, president, chief operating officer, chief
financial officer, general counsel, treasurer, secretary or assistant secretary
of a Loan Party, or any other individual who may from time to time be authorized
by the Board of Directors of the Borrower to serve as a “Responsible Officer”
for the purposes hereof.  Any document delivered hereunder that is
signed by a Responsible Officer of a Loan Party shall be conclusively presumed
to have been authorized by all necessary corporate, partnership and/or other
action on the part of such Loan Party and such Responsible Officer shall be
conclusively presumed to have acted on behalf of such Loan Party.

      


      “Restricted Payment”
means (a) any dividend or other distribution, direct or indirect, on account of
any shares of any class of the Equity Interests of any Consolidated Party, now
or hereafter outstanding (including any payment of dividends by the Borrower
necessary to retain its status as a REIT or to meet the distribution
requirements of Section 857 of the Internal Revenue Code), (b) any redemption,
retirement, sinking fund or similar payment, purchase or other acquisition for
value, direct or indirect, of any shares of any class of the Equity Interests of
any Consolidated Party, now or hereafter outstanding, and (c) any payment made
to retire, or to obtain the surrender of, any outstanding warrants, options or
other rights to acquire shares of any class of the Equity Interests of any
Consolidated Party, now or hereafter outstanding.

      


      “S&P” means
Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
Inc., and any successor thereto.

      


      “Sarbanes-Oxley” means
the Sarbanes-Oxley Act of 2002.

      


      “SEC” means the
Securities and Exchange Commission, or any Governmental Authority succeeding to
any of its principal functions.

      


       “Secured Indebtedness”
shall mean an amount equal to (a) any Indebtedness of the Borrower secured by
any encumbrance or by any security interest, lien, privilege, or charge (other
than liens for real estate taxes that are not yet due and payable) on any real
or personal property, plus (b) Borrower’s Allocable Share of any Indebtedness of
any Joint Venture Projects or any Joint Ventures secured by any encumbrance or
by any security interest, lien, privilege, or charge (other than liens for real
estate taxes that are not yet due and payable) on any real or personal property
(including the Equity Interests in such Joint Ventures).

      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      “Securities Holdings”
shall mean common stock, preferred stock, other capital stock, beneficial
interest in trust, membership interest in limited liability companies and other
Equity Interests in entities (other than consolidated and unconsolidated
subsidiaries) such that the aggregate basis of such interests is calculated on
the basis of lower of cost or market value.

      


      “Securities Laws”
means the Securities Act of 1933, the Securities Exchange Act of 1934,
Sarbanes-Oxley and the applicable accounting and auditing principles, rules,
standards and practices promulgated, approved or incorporated by the SEC or the
Public Company Accounting Oversight Board, as each of the foregoing may be
amended and in effect on any applicable date hereunder.

      


      “SPC” has the meaning
specified in Section 10.06(h).

      


      “Subsidiary” of a
Person means a corporation, partnership, joint venture, limited liability
company or other business entity of which a majority of the shares of securities
or other interests having ordinary voting power for the election of directors or
other governing body (other than securities or interests having such power only
by reason of the happening of a contingency) are at the time beneficially owned,
or the management of which is otherwise controlled, directly, or indirectly
through one or more intermediaries, or both, by such Person.  Unless
otherwise specified, all references herein to a “Subsidiary” or to
“Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the
Borrower.

      


      “Swap Contract” shall
mean (a) any and all rate swap transactions, basis swaps, credit derivative
transactions, forward rate transactions, commodity swaps, commodity options,
forward commodity contracts, equity or equity index swaps or options, bond or
bond price or bond index swaps or options or forward bond or forward bond price
or forward bond index transactions, interest rate options, forward foreign
exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions,
currency options, spot contracts, or any other similar transactions or any
combination of any of the foregoing (including any options to enter into any of
the foregoing), whether or not any such transaction is governed by or subject to
any master agreement, and (b) any and all transactions of any kind, and the
related confirmations, which are subject to the terms and conditions of, or
governed by, any form of master agreement published by the International Swaps
and Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement (any such master agreement, together
with any related schedules, a “Master Agreement”),
including any such obligations or liabilities under any Master
Agreement.

      


      “Swap Termination
Value” shall mean, in respect of any one or more Swap Contracts, after
taking into account the effect of any legally enforceable netting agreement
relating to such Swap Contracts, (a) for any date on or after the date such Swap
Contracts have been closed out and termination value(s) determined in accordance
therewith, such termination value(s), and (b) for any date prior to the date
referenced in clause (a), the amount(s) determined as the mark-to-market
value(s) for such Swap Contracts, as determined based upon one or more
mid-market or other readily available quotations provided by any recognized
dealer in such Swap Contracts (which may include a Lender or any Affiliate of a
Lender).

      


      “Syndication Agent”
means Wells Fargo Bank, N.A, in its capacity as syndication agent, or any
successor syndication agent.

      


      “Taxes” means all
present or future taxes, levies, imposts, duties, deductions, withholdings
(including backup withholding), assessments, fees or other charges imposed by
any Governmental Authority, including any interest, additions to tax or
penalties applicable thereto.

      


      “Threshold Amount”
means $10,000,000.00.

      


      “Total Adjusted Asset
Value” shall mean, as of any Calculation Date:

      


      (a)           the
sum of:

      


      (i)           unrestricted
cash and cash equivalents held by the Borrower (excluding any tenant deposits);
plus

      


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      (ii)           cost
value of Projects Under Development (including only costs incurred as of any
Calculation Date and not including the cost value of Projects Under Development
which constitute Joint Venture Projects); plus

      


      (iii)           cost
value of New Developments (including only costs incurred as of any Calculation
Date and not including the cost value of New Developments which constitute Joint
Venture Projects); plus

      


      (iv)           cost
value of Borrower’s investment in Joint Venture Projects which comply with the
definition of Projects Under Development and New Development (including only
costs incurred as of any Calculation Date), plus

      


      (b)           an
amount equal to

      


      (i)           (A)
an amount equal to the EBITDA for the most recently-ended Annual Period (as
adjusted by the Borrower (1) to take into account the EBITDA of any dispositions
during such Annual Period of projects owned by the Borrower and (2) to deduct
EBITDA derived from Projects Under Development or New Developments, each of
which adjustments must be approved by Administrative Agent in its reasonable
discretion), minus (B) the sum of (1) a capital expenditure allowance of $0.15
times owned gross leaseable area of Project wholly owned by the Borrower or any
wholly owned Subsidiary thereof, plus (2) a capital expenditure allowance of
$0.15 times gross leasable area of Joint Venture Projects multiplied by the
Borrower’s Allocable Share of such Joint Venture Projects (excluding Projects
Under Development and New Developments); divided by

      


      (ii)           0.08;

      


      provided, that for
purposes of calculating Total Adjusted Asset Value, the total amount
attributable to assets or EBITDA generated by or attributable to Joint Venture
Projects and/or Joint Ventures shall be limited to 25% of Total Adjusted Asset
Value and, to the extent the amount attributable to assets or EBITDA generated
by Joint Venture Projects and/or Joint Ventures exceeds such threshold, such
amount shall be reduced, in the overall calculation of Total Adjusted Asset
Value, such that it equals 25% of the Total Adjusted Asset Value.

      


      “Total Liabilities”
shall mean, as of any Calculation Date, the sum of (a) all liabilities of the
Borrower and its consolidated Subsidiaries, as calculated in accordance with
GAAP (including, in any case and without limitation, deferred taxes) less (i)
intercompany items and (ii) liabilities attributable to Joint Venture Projects
or Joint Ventures plus (b) Borrower’s Allocable Share of Total Liabilities
attributable to Joint Venture Projects or Joint Ventures.

      


      “Total Outstanding Unsecured
Indebtedness” shall mean, as of any Calculation Date, an amount equal to
(a) all unsecured Indebtedness of the Borrower, plus (b) without duplication
Borrower’s Allocable Share of any unsecured Indebtedness of any Joint Venture
and/or Joint Venture Projects outstanding as of such Calculation Date, other
than trade indebtedness incurred in the ordinary course of
business.

      


      “Total Outstandings”
means the aggregate Outstanding Amount of all Loans.

      


      “Total Variable Rate
Indebtedness” shall mean, as of any Calculation Date, all Indebtedness of
the Borrower as to which interest accrues or is payable at a variable interest
rate, exclusive of any such Indebtedness as to which the Borrower has obtained a
fixed rate interest hedge (including any interest rate swap, cap or collar
agreement or any similar arrangement that has the effect of protecting the
Borrower against fluctuations in such variable interest rate).

      


      “Type” means, with
respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate
Loan.

      


      “Unencumbered Assets”
shall mean real property that is wholly-owned by the Borrower or by a
Wholly-Owned Subsidiary of the Borrower that is not subject to a mortgage lien
or to any agreement with any other lender that prohibits the creation of a Lien
on that specific property.

      


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      “Unencumbered EBITDA”
shall mean, as of any Calculation Date, EBITDA of the Borrower for the most
recently-ended Annual Period that is directly attributable to Unencumbered
Assets.

      


      “Unfunded Pension
Liability” means the excess of a Pension Plan’s benefit liabilities under
Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s
assets, determined in accordance with the assumptions used for funding the
Pension Plan pursuant to Section 412 of the Code for the applicable plan
year.

      


      “United States” and
“U.S.” mean the
United States of America.

      


      “Voting Stock” means,
with respect to any Person, Equity Interests issued by such Person the holders
of which are ordinarily, in the absence of contingencies, entitled to vote for
the election of directors (or persons performing similar functions) of such
Person, even though the right so to vote has been suspended by the happening of
such a contingency.

      


      “Wholly-Owned
Subsidiary” of a Person means (i) any Subsidiary all of the outstanding
voting securities of which shall at the time be owned or controlled, directly or
indirectly, by such Person or one or more Wholly-Owned Subsidiaries of such
Person, or by such Person and one or more Wholly-Owned Subsidiaries of such
Person, or (ii) any partnership, limited liability company, association, joint
venture or similar business organization 100% of the ownership interests having
ordinary voting power of which shall at the time be so owned or
controlled.

      


      1.02                      Other Interpretive
Provisions.

      


      With
reference to this Agreement and each other Loan Document, unless otherwise
specified herein or in such other Loan Document:

      


      (a)           The
definitions of terms herein shall apply equally to the singular and plural forms
of the terms defined.  Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter
forms.  The words “include,” “includes” and “including” shall be
deemed to be followed by the phrase “without limitation.”  The word
“will” shall be
construed to have the same meaning and effect as the word “shall.”  Unless
the context requires otherwise, (i) any definition of or reference to any
agreement, instrument or other document (including any Organization Document)
shall be construed as referring to such agreement, instrument or other document
as from time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein
or in any other Loan Document), (ii) any reference herein to any Person
shall be construed to include such Person’s successors and assigns,
(iii) the words “herein,” “hereof” and “hereunder,” and words
of similar import when used in any Loan Document, shall be construed to refer to
such Loan Document in its entirety and not to any particular provision thereof,
(iv) all references in a Loan Document to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, the Loan Document in which
such references appear, (v) any reference to any law shall include all
statutory and regulatory provisions consolidating, amending, replacing or
interpreting such law and any reference to any law or regulation shall, unless
otherwise specified, refer to such law or regulation as amended, modified or
supplemented from time to time, and (vi) the words “asset” and “property” shall be
construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.

      


      (b)           In
the computation of periods of time from a specified date to a later specified
date, the word “from” means “from and including;”
the words “to”
and “until”
each mean “to but
excluding;” and the word “through” means “to and
including.”

      


      (c)           Section headings
herein and in the other Loan Documents are included for convenience of reference
only and shall not affect the interpretation of this Agreement or any other Loan
Document.

      


      1.03                      Accounting
Terms.

      


      (a)           Generally.  All
accounting terms not specifically or completely defined herein shall be
construed in conformity with, and all financial data (including financial ratios
and other financial calculations) required to be submitted pursuant to this
Agreement shall be prepared in conformity with, GAAP applied on a consistent
basis, as in effect from time to time, applied in a manner consistent with that
used in preparing the Audited Financial Statements, except as otherwise
specifically prescribed herein.

      


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      (b)           Changes in
GAAP.  The parties hereto acknowledge and agree that if at any
time any change in GAAP would affect the computation of any financial ratio or
requirement set forth in any Loan Document, and either the Borrower or the
Required Lenders shall so request, the Administrative Agent, the Lenders and the
Borrower shall negotiate in good faith to amend such ratio or requirement to
preserve the original intent thereof in light of such change in GAAP (subject to
the approval of the Required Lenders); provided that, until so
amended, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the Borrower
shall provide to the Administrative Agent and the Lenders financial statements
and other documents required under this Agreement or as reasonably requested
hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in
GAAP.

      


      (c)           Accounting for Sales of Real
Estate.  For purposes of clarification and without limiting the
foregoing general requirements of this Section 1.03 or
otherwise set forth in this Agreement, all real estate transactions shall, for
the duration of this Agreement, be accounted for using standard GAAP accounting
(including application, as applicable, of the financing, profit sharing or other
alternative accounting methods prescribed by paragraphs 25 to 29 of Financial
Accounting Standards Board Statement of Financial Accounting Standards No. 66,
“Accounting for Sales of Real Estate,” issued October, 1982).

      


      (d)           Consolidation of Variable
Interest Entities.  All references herein to consolidated
financial statements of the Borrower and its Subsidiaries or to the
determination of any amount for the Borrower and its Subsidiaries on a
consolidated basis or any similar reference shall, in each case, be deemed to
include each variable interest entity that the Borrower is required to
consolidate pursuant to FASB Interpretation No. 46 – Consolidation of Variable
Interest Entities: an interpretation of ARB No. 51 (January 2003) as if
such variable interest entity were a Subsidiary as defined herein.

      


      1.04                      Rounding.

      


      Any
financial ratios required to be maintained by the Borrower pursuant to this
Agreement shall be calculated by dividing the appropriate component by the other
component, carrying the result to one place more than the number of places by
which such ratio is expressed herein and rounding the result up or down to the
nearest number (with a rounding-up if there is no nearest number).

      


      1.05                      Times of
Day.

      


      Unless
otherwise specified, all references herein to times of day shall be references
to Eastern Time (daylight or standard, as applicable).

      


      ARTICLE
II

      THE
COMMITMENTS AND BORROWINGS

      


      2.01                      Loans.

      


      Subject
to the terms and conditions set forth herein, each Lender severally agrees to
make term loans (each such loan, a “Loan” and,
collectively, the “Loans”) to the
Borrower from time to time, on any Business Day during the Availability Period,
in an amount not to exceed, in the aggregate (and notwithstanding any amount of
such Loans repaid during the term hereof), the amount of such Lender’s
Commitment.  The Loans and Commitments hereunder are not revolving,
and once any portion of the Loans is repaid, such Loans may not be
reborrowed.  Loans may, from time to time, be Base Rate Loans or
Eurodollar Rate Loans, as further provided herein.

      


      2.02                      Borrowings, Conversions and
Continuations of Loans.

      


      (a)           Each
Borrowing, each conversion of Loans from one Type to the other, and each
continuation of Eurodollar Rate Loans shall be made upon the Borrower’s
irrevocable notice to the Administrative Agent, which may be given by
telephone.  Each such notice must be received by the Administrative
Agent not later than 11:00 a.m. (i) three (3) Business Days prior to
the requested date of any Borrowing of, conversion to or continuation of
Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate
Loans, and (ii) on the requested date of any Borrowing of Base Rate Loans;
provided, however, that if the
Borrower wishes to request Eurodollar Rate Loans having an Interest Period other
than 

       

      
        
          
          

        

        
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one, two,
three or six months in duration as provided in the definition of “Interest
Period”, the applicable notice must be received by the Administrative Agent not
later than 11:00 a.m. four (4) Business Days prior to the requested date of
such Borrowing, conversion or continuation, whereupon the Administrative Agent
shall give prompt notice to the Lenders of such request and determine whether
the requested Interest Period is acceptable to all of them.  If the
Interest Period requested is greater than six months, not later than
11:00 a.m., three (3) Business Days before the requested date of such
Borrowing, conversion or continuation, the Administrative Agent shall notify the
Borrower (which notice may be by telephone) whether or not the requested
Interest Period has been consented to by all the Lenders.  Each
telephonic notice by the Borrower pursuant to this Section 2.02(a)
must be confirmed promptly by delivery to the Administrative Agent of a written
Loan Notice, appropriately completed and signed by a Responsible Officer of the
Borrower.  Each Borrowing of, conversion to or continuation of
Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole
multiple of $1,000,000 in excess thereof.  Each Borrowing of or
conversion to Base Rate Loans shall be in a principal amount of $500,000 or a
whole multiple of $100,000 in excess thereof.  Each Loan Notice
(whether telephonic or written) shall specify (i) whether the Borrower is
requesting a Borrowing, a conversion of Loans from one Type to the other, or a
continuation of Eurodollar Rate Loans, (ii) the requested date of the
Borrowing, conversion or continuation, as the case may be (which shall be a
Business Day), (iii) the principal amount of Loans to be borrowed,
converted or continued, (iv) the Type of Loans to be borrowed or to which
existing Loans are to be converted, and (v) if applicable, the duration of
the Interest Period with respect thereto.  If the Borrower fails to
specify a Type of Loan in a Loan Notice or if the Borrower fails to give a
timely notice requesting a conversion or continuation, then the applicable Loans
shall be made as, or converted to, Base Rate Loans.  Any such
automatic conversion to Base Rate Loans shall be effective as of the last day of
the Interest Period then in effect with respect to the applicable Eurodollar
Rate Loans.  If the Borrower requests a Borrowing of, conversion to,
or continuation of Eurodollar Rate Loans in any such Loan Notice, but fail to
specify an Interest Period, it will be deemed to have specified an Interest
Period of one month.

      

      


      (b)           Following
receipt of a Loan Notice, the Administrative Agent shall promptly notify each
Lender of the amount of its Applicable Percentage of the applicable Loans, and
if no timely notice of a conversion or continuation is provided by the Borrower,
the Administrative Agent shall notify each Lender of the details of any
automatic conversion to Base Rate Loans described in the preceding
subsection.  In the case of a Borrowing, each Lender shall make the
amount of its Loan available to the Administrative Agent in immediately
available funds at the Administrative Agent’s Office not later than
1:00 p.m. on the Business Day specified in the applicable Loan
Notice.  Upon satisfaction of the applicable conditions set forth in
Section 4.02
(and, if such Borrowing is the initial Borrowing, Section 4.01),
the Administrative Agent shall make all funds so received available to the
Borrower in like funds as received by the Administrative Agent either by
(i) crediting the account of the Borrower on the books of Bank of America
with the amount of such funds or (ii) wire transfer of such funds, in each
case in accordance with instructions provided to (and reasonably acceptable to)
the Administrative Agent by the Borrower.

      


      (c)           Except
as otherwise provided herein, a Eurodollar Rate Loan may be continued or
converted only on the last day of an Interest Period for such Eurodollar Rate
Loan.  During the existence of a Default, no Loans may be requested
as, converted to or continued as Eurodollar Rate Loans without the consent of
the Required Lenders.

      


      (d)           The
Administrative Agent shall promptly notify the Borrower and the Lenders of the
interest rate applicable to any Interest Period for Eurodollar Rate Loans upon
determination of such interest rate.  At any time that Base Rate Loans
are outstanding, the Administrative Agent shall notify the Borrower and the
Lenders of any change in Bank of America’s prime rate used in determining the
Base Rate promptly following the public announcement of such
change.

      


      (e)           After
giving effect to all Borrowings, all conversions of Loans from one Type to the
other, and all continuations of Loans as the same Type, there shall not be more
than ten (10) Interest Periods in effect with respect to Loans.

       

      
        
          
          

        

        
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      2.03                      Intentionally
Omitted.

      


      2.04                      Intentionally
Omitted.

      


      2.05                      Prepayments.

      


      (a)           The
Borrower may, upon notice to the Administrative Agent, at any time or from time
to time voluntarily prepay Loans in whole or in part without premium or penalty;
provided that
(i) such notice must be received by the Administrative Agent not later than
11:00 a.m. (A) three (3) Business Days prior to any date of prepayment
of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate
Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal
amount of $5,000,000 or a whole multiple of $500,000 in excess thereof; and
(iii) any prepayment of Base Rate Loans shall be in a principal amount of
$500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if
less, the entire principal amount thereof then outstanding.  Each such
notice shall specify the date and amount of such prepayment and the Type(s) of
Loans to be prepaid.  The Administrative Agent will promptly notify
each Lender of its receipt of each such notice and the contents thereof, and of
the amount of such Lender’s Applicable Percentage of such
prepayment.  If such notice is given by the Borrower, the Borrower
shall make such prepayment and the payment amount specified in such notice shall
be due and payable on the date specified therein.  Any prepayment of a
Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount
prepaid, together with any additional amounts required pursuant to Section 3.05.  Each
such prepayment shall be applied to the Loans of the Lenders in accordance with
their respective Applicable Percentages.

      


      (b)           If
for any reason the Total Outstandings at any time exceed the Aggregate
Commitments then in effect, the Borrower shall immediately prepay Loans in an
aggregate amount equal to such excess.

      


      2.06                      Termination or Reduction of
Commitments.

      


      The
Borrower may, upon notice to the Administrative Agent, terminate the Aggregate
Commitments, or from time to time permanently reduce the Aggregate Commitments;
provided that
(i) any such notice shall be received by the Administrative Agent not later
than 11:00 a.m. five (5) Business Days prior to the date of termination or
reduction, (ii) any such partial reduction shall be in an aggregate amount
of $10,000,000 or any whole multiple of $1,000,000 in excess thereof, and
(iii) the Borrower shall not terminate or reduce the Aggregate Commitments
if, after giving effect thereto and to any concurrent prepayments hereunder, the
Total Outstandings would exceed the Aggregate Commitments.  The
Administrative Agent will promptly notify the Lenders of any such notice of
termination or reduction of the Aggregate Commitments.  Any reduction
of the Aggregate Commitments shall be applied to the Commitment of each Lender
according to its Applicable Percentage.  All fees accrued until the
effective date of any termination of the Aggregate Commitments shall be paid on
the effective date of such termination.

      


      2.07                      Repayment of
Loans.

      


      The
Borrower shall, on the Maturity Date, cause the Obligations (including, without
limitation, all outstanding principal and interest on the Loans and all fees,
costs and expenses due and owing under the Loan Documents) to be Fully
Satisfied.

      


      2.08                      Interest.

      


      (a)           Subject
to the provisions of subsection (b) below, (i) each Eurodollar Rate
Loan shall bear interest on the outstanding principal amount thereof for each
Interest Period at a rate per annum equal to the Eurodollar Rate for such
Interest Period plus the Applicable
Rate and (ii) each Base Rate Loan shall bear interest on the outstanding
principal amount thereof from the applicable borrowing date at a rate per annum
equal to the Base Rate plus the Applicable
Rate.

      


      (b)           (i)           Upon
and during the continuance of an Event of Default, if any amount of principal of
any Loan is not paid when due (without regard to any applicable grace periods),
whether at stated maturity, by acceleration or otherwise, such amount shall
thereafter bear interest at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable
Laws.

      


      
        
          
          

        

        
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      (ii)           Upon
and during the continuance of an Event of Default, if any amount (other than
principal of any Loan) payable by the Borrower under any Loan Document is not
paid when due (without regard to any applicable grace periods), whether at
stated maturity, by acceleration or otherwise, then upon the request of the
Required Lenders, such amount shall bear interest at a fluctuating interest rate
per annum at all times equal to the Default Rate to the fullest extent permitted
by applicable Laws.

      


      (iii)           Upon
the request of the Required Lenders, while any Event of Default exists, the
Borrower shall pay interest on the principal amount of all outstanding
Obligations hereunder at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable
Laws.

      


      (iv)           Accrued
and unpaid interest on past due amounts (including interest on past due
interest) shall be due and payable upon demand.

      


      (c)           Interest
on each Loan shall be due and payable in arrears on each Interest Payment Date
applicable thereto and at such other times as may be specified herein; provided, in the case
of Base Rate Loans, interest due and payable on any Interest Payment Date (other
than the Maturity Date) shall be in arrears for the month ended as of the last
day of the month prior to such Interest Payment Date.  Interest
hereunder shall be due and payable in accordance with the terms hereof before
and after judgment, and before and after the commencement of any proceeding
under any Debtor Relief Law.

      


      2.09                      Fees.

      


      The
Borrower shall, without duplication of any fees documented herein, pay to the
Arranger and the Administrative Agent for their own respective accounts fees in
the amounts and at the times specified in the Fee Letter.  Such fees
shall be fully earned when paid and shall not be refundable for any reason
whatsoever, except as specifically set forth in the Fee Letter.

      


      2.10                      Computation of Interest and
Fees.

      


      All
computations of interest for Base Rate Loans when the Base Rate is determined by
Bank of America’s “prime rate” shall be made on the basis of a year of 365 or
366 days, as the case may be, and actual days elapsed.  All other
computations of fees and interest shall be made on the basis of a 360-day year
and actual days elapsed (which results in more fees or interest, as applicable,
being paid than if computed on the basis of a 365-day year).  Interest
shall accrue on each Loan for the day on which the Loan is made, and shall not
accrue on a Loan, or any portion thereof, for the day on which the Loan or such
portion is paid, provided that any
Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a),
bear interest for one day.  Each determination by the Administrative
Agent of an interest rate or fee hereunder shall be conclusive and binding for
all purposes, absent manifest error.

      


      2.11                      Evidence of
Debt.

      


      The
Borrowings made by each Lender shall be evidenced by one or more accounts or
records maintained by such Lender and by the Administrative Agent in the
ordinary course of business.  The accounts or records maintained by
the Administrative Agent and each Lender shall be conclusive absent manifest
error of the amount of the Borrowings made by the Lenders to the Borrower and
the interest and payments thereon.  Any failure to so record or any
error in doing so shall not, however, limit or otherwise affect the obligation
of the Borrower hereunder to pay any amount owing with respect to the
Obligations.  In the event of any conflict between the accounts and
records maintained by any Lender and the accounts and records of the
Administrative Agent in respect of such matters, the accounts and records of the
Administrative Agent shall control in the absence of manifest
error.  Upon the request of any Lender made through the Administrative
Agent, the Borrower shall execute and deliver to such Lender (through the
Administrative Agent) a Note, which shall evidence such Lender’s Loans in
addition to such accounts or records.  Each Lender may attach
schedules to its Note and endorse thereon the date, Type (if applicable), amount
and maturity of its Loans and payments with respect thereto.

      


      
        
          
          

        

        
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      2.12                      Payments Generally;
Administrative Agent’s Clawback.

      


      (a)           General.  All
payments to be made by the Borrower shall be made without condition or deduction
for any counterclaim, defense, recoupment or setoff.  Except as
otherwise expressly provided herein, all payments by the Borrower hereunder
shall be made to the Administrative Agent, for the account of the respective
Lenders to which such payment is owed, at the Administrative Agent’s Office in
Dollars and in immediately available funds not later than 2:00 p.m. on the
date specified herein.  The Administrative Agent will promptly
distribute to each Lender its Applicable Percentage (or other applicable share
as provided herein) of such payment in like funds as received by wire transfer
to such Lender’s Lending Office.  All payments received by the
Administrative Agent after 2:00 p.m. shall be deemed received on the next
succeeding Business Day and any applicable interest or fee shall continue to
accrue.  If any payment to be made by the Borrower shall come due on a
day other than a Business Day, payment shall be made on the next following
Business Day, and such extension of time shall be reflected in computing
interest or fees, as the case may be.

      


      (b)           (i)           Funding by Lenders;
Presumption by Administrative Agent.  Unless the Administrative
Agent shall have received notice from a Lender prior to the proposed date of any
Borrowing of Eurodollar Rate Loans (or, in the case of any Borrowing of Base
Rate Loans, prior to 12:00 noon on the date of such Borrowing) that such Lender
will not make available to the Administrative Agent such Lender’s share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with Section 2.02
(or, in the case of a Borrowing of Base Rate Loans, that such Lender has made
such share available in accordance with and at the time required by Section 2.02)
and may, in reliance upon such assumption, make available to the Borrower a
corresponding amount.  In such event, if a Lender has not in fact made
its share of the applicable Borrowing available to the Administrative Agent,
then the applicable Lender and the Borrower severally agree to pay to the
Administrative Agent forthwith on demand such corresponding amount in
immediately available funds with interest thereon, for each day from and
including the date such amount is made available to the Borrower to but
excluding the date of payment to the Administrative Agent, at (A) in the
case of a payment to be made by such Lender, the greater of the Federal Funds
Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation and (B) in the case of a
payment to be made by the Borrower, the interest rate applicable to Base Rate
Loans.  If the Borrower and such Lender shall pay such interest to the
Administrative Agent for the same or an overlapping period, the Administrative
Agent shall promptly remit to the Borrower the amount of such interest paid by
the Borrower for such period.  If such Lender pays its share of the
applicable Borrowing to the Administrative Agent, then the amount so paid shall
constitute such Lender’s Loan included in such Borrowing.  Any payment
by the Borrower shall be without prejudice to any claim the Borrower may have
against a Lender that shall have failed to make such payment to the
Administrative Agent.

      


      (ii)           Payments by Borrower;
Presumptions by Administrative Agent.  Unless the
Administrative Agent shall have received notice from the Borrower prior to the
date on which any payment is due to the Administrative Agent for the account of
the Lenders hereunder that the Borrower will not make such payment, the
Administrative Agent may assume that the Borrower has made such payment on such
date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders the amount due.  In such event, if the
Borrower has not in fact made such payment, then each of the Lenders severally
agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender, in immediately available funds with interest
thereon, for each day from and including the date such amount is distributed to
it to but excluding the date of payment to the Administrative Agent, at the
greater of the Federal Funds Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank
compensation.

      


      A notice
of the Administrative Agent to any Lender or the Borrower with respect to any
amount owing under this subsection (b) shall be conclusive, absent manifest
error.

      


      
        
          
          

        

        
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      (c)           Failure to Satisfy
Conditions Precedent.  If any Lender makes available to the
Administrative Agent funds for any Loan to be made by such Lender as provided in
the foregoing provisions of this Article II, and
such funds are not made available to the Borrower by the Administrative Agent
because the conditions to the applicable Borrowing set forth in Article IV are
not satisfied or waived in accordance with the terms hereof, the Administrative
Agent shall return such funds (in like funds as received from such Lender) to
such Lender, without interest.

      


      (d)           Obligations of Lenders
Several.  The obligations of the Lenders hereunder to make
Loans and to make payments pursuant to Section 10.04(c)
are several and not joint.  The failure of any Lender to make any
Loan, to fund any such participation or to make any payment under Section 10.04(c)
on any date required hereunder shall not relieve any other Lender of its
corresponding obligation to do so on such date, and no Lender shall be
responsible for the failure of any other Lender to so make its Loan, to purchase
its participation or to make its payment under Section 10.04(c).

      


      (e)           Funding
Source.  Nothing herein shall be deemed to obligate any Lender
to obtain the funds for any Loan in any particular place or manner or to
constitute a representation by any Lender that it has obtained or will obtain
the funds for any Loan in any particular place or manner.

      


      2.13                      Sharing of Payments by
Lenders.

      


      If any
Lender shall, by exercising any right of setoff or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of the Loans
made by it resulting in such Lender’s receiving payment of a proportion of the
aggregate amount of such Loans or participations and accrued interest thereon
greater than its pro rata share thereof as
provided herein, then the Lender receiving such greater proportion shall
(a) notify the Administrative Agent of such fact, and (b) purchase
(for cash at face value) participations in the Loans of the other Lenders, or
make such other adjustments as shall be equitable, so that the benefit of all
such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective Loans
and other amounts owing them, provided
that:

      


      (i)           if
any such participations or subparticipations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations or
subparticipations shall be rescinded and the purchase price restored to the
extent of such recovery, without interest; and

      


      (ii)           the
provisions of this Section shall not be construed to apply to (x) any
payment made by the Borrower pursuant to and in accordance with the express
terms of this Agreement or (y) any payment obtained by a Lender as
consideration for the assignment of or sale of a participation in any of its
Loans to any assignee or participant, other than to the Borrower or any
Subsidiary thereof (as to which the provisions of this Section shall
apply).

      


      The
Borrower consents to the foregoing and agrees, to the extent it may effectively
do so under applicable law, that any Lender acquiring a participation pursuant
to the foregoing arrangements may exercise against the Borrower rights of setoff
and counterclaim with respect to such participation as fully as if such Lender
were a direct creditor of the Borrower in the amount of such
participation.

      


      2.14                      Intentionally
Omitted.

      


      2.15                      Increase in
Commitments.

      


      (a)           Request for
Increase.  Provided there exists no Default, upon notice to the
Administrative Agent (which shall promptly notify the Lenders), the Borrower
may, at any time during the term hereof, request increases in the Aggregate
Commitments by an amount not exceeding, in the aggregate, $115,000,0000; provided that any
such request for an increase shall be in a minimum amount of
$25,000,000.  At the time of sending such notice, the Borrower (in
consultation with the Administrative Agent) shall specify the time period within
which each Lender is requested to respond (which shall in no event be less than
ten (10) Business Days from the date of delivery of such notice to the
Lenders).

      


      
        
          
          

        

        
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      (b)           Lender Elections to
Increase.  Each Lender shall notify the Administrative Agent
within such time period whether or not it agrees to increase its Commitment and,
if so, whether by an amount equal to, greater than, or less than its Applicable
Percentage of such requested increase.  Any Lender not responding
within such time period shall be deemed to have declined to increase its
Commitment.

      


      (c)           Notification by
Administrative Agent; Additional Lenders.  The Administrative
Agent shall notify the Borrower and each Lender of the Lenders’ responses to
each request made hereunder.  To achieve the full amount of a
requested increase and subject to the approval of the Administrative Agent
(which approval shall not be unreasonably withheld), the Borrower may also
invite additional Eligible Assignees to become Lenders pursuant to a joinder
agreement in form and substance satisfactory to the Administrative Agent and its
counsel.

      


      (d)           Effective Date and
Allocations.  If the Aggregate Commitments are increased in
accordance with this Section, the Administrative Agent and the Borrower shall
determine the effective date (the “Increase Effective
Date”) and the final allocation of such increase.  The
Administrative Agent shall promptly notify the Borrower and the Lenders of the
final allocation of such increase and the Increase Effective Date.

      


      (e)           Conditions to Effectiveness
of Increase.  As a condition precedent to such increase, the
Borrower shall deliver to the Administrative Agent a certificate of each Loan
Party dated as of the Increase Effective Date (in sufficient copies for each
Lender) signed by a Responsible Officer of such Loan Party (i) certifying and
attaching the resolutions adopted by such Loan Party approving or consenting to
such increase, and (ii) in the case of the Borrower, certifying that, before and
after giving effect to such increase, (A) the representations and warranties
contained in Article V and
the other Loan Documents are true and correct on and as of the Increase
Effective Date, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they are true and correct
as of such earlier date, and except that for purposes of this Section 2.15,
the representations and warranties contained in subsections (a) and (b) of
Section 5.05
shall be deemed to refer to the most recent statements furnished pursuant to
clauses (a) and (b), respectively, of Section 6.01,
and (B) no Default exists.  In addition, the Borrower shall, to the
extent requested by any Lender(s), deliver to such Lender(s), as of the Increase
Effective Date, new Notes representing the Commitment(s) and Loans of such
Lender(s).

      


      (f)           Conflicting
Provisions.  This Section shall supersede any provisions
in Sections 2.13 or
10.01 to the
contrary.

      


      


      ARTICLE
III

      TAXES,
YIELD PROTECTION AND ILLEGALITY

      


      3.01                      Taxes.

      


      (a)           Payments Free of Taxes;
Obligation to Withhold; Payments on Account of Taxes.  (i) Any
and all payments by or on account of any obligation of the Borrower hereunder or
under any other Loan Document shall to the extent permitted by applicable Laws
be made free and clear of and without reduction or withholding for any
Taxes.  If, however, applicable Laws require the Borrower or the
Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld
or deducted in accordance with such Laws as determined by the Borrower or the
Administrative Agent, as the case may be, upon the basis of the information and
documentation to be delivered pursuant to subsection (e) below.

       

      (ii)           If
the Borrower or the Administrative Agent shall be required by the Code to
withhold or deduct any Taxes, including both United States Federal backup
withholding and withholding taxes, from any payment, then (A) the Administrative
Agent shall withhold or make such deductions as are determined by the
Administrative Agent to be required based upon the information and documentation
it has received pursuant to subsection (e) below, (B) the Administrative Agent
shall timely pay the full amount withheld or deducted to the relevant
Governmental Authority in accordance with the Code, and (C) to the extent that
the withholding or deduction is made on account of Indemnified Taxes or Other
Taxes, the sum payable by the Borrower shall be increased as necessary so that
after any required withholding or the making of all required deductions
(including deductions applicable to additional sums payable under this Section)
the Administrative Agent or Lender, as the case may be, receives an amount equal
to the sum it would have received had no such withholding or deduction been
made.

       

      
        
          
          

        

        
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      (b)           Payment of Other Taxes by
the Borrower.  Without limiting the provisions of subsection
(a) above, the Borrower shall timely pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable Laws.

       

      (c)           Tax
Indemnifications.  (i) Without limiting the provisions of
subsection (a) or (b) above, the Borrower shall, and does hereby, indemnify the
Administrative Agent and each Lender, and shall make payment in respect thereof
within 10 days after demand therefor, for the full amount of any Indemnified
Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section) withheld or
deducted by the Borrower or the Administrative Agent or paid by the
Administrative Agent or such Lender, as the case may be, and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Indemnified Taxes or Other Taxes were correctly or legally
imposed or asserted by the relevant Governmental Authority.  The
Borrower shall also, and does hereby, indemnify the Administrative Agent, and
shall make payment in respect thereof within 10 days after demand therefor, for
any amount which a Lender for any reason fails to pay indefeasibly to the
Administrative Agent as required by clause (ii) of this subsection.  A
certificate as to the amount of any such payment or liability delivered to the
Borrower by a Lender (with a copy to the Administrative Agent), or by the
Administrative Agent on its own behalf or on behalf of a Lender, shall be
conclusive absent manifest error.

       

      (ii)           Without
limiting the provisions of subsection (a) or (b) above, each Lender shall, and
does hereby, indemnify the Borrower and the Administrative Agent, and shall make
payment in respect thereof within 10 days after demand therefor, against any and
all Taxes and any and all related losses, claims, liabilities, penalties,
interest and expenses (including the fees, charges and disbursements of any
counsel for the Borrower or the Administrative Agent) incurred by or asserted
against the Borrower or the Administrative Agent by any Governmental Authority
as a result of the failure by such Lender to deliver, or as a result of the
inaccuracy, inadequacy or deficiency of, any documentation required to be
delivered by such Lender to the Borrower or the Administrative Agent pursuant to
subsection (e).  Each Lender hereby authorizes the Administrative
Agent to set off and apply any and all amounts at any time owing to such Lender
under this Agreement or any other Loan Document against any amount due to the
Administrative Agent under this clause (ii).  The agreements in this
clause (ii) shall survive the resignation and/or replacement of the
Administrative Agent, any assignment of rights by, or the replacement of, a
Lender, the termination of the Aggregate Commitments and the repayment,
satisfaction or discharge of all other Obligations.

       

      (d)           Evidence of
Payments.  Upon request by the Borrower or the Administrative
Agent, as the case may be, after any payment of Taxes by the Borrower or the
Administrative Agent to a Governmental Authority as provided in this Section 3.01, the
Borrower shall deliver to the Administrative Agent or the Administrative Agent
shall deliver to the Borrower, as the case may be, the original or a certified
copy of a receipt issued by such Governmental Authority evidencing such payment,
a copy of any return required by Law to report such payment or other evidence of
such payment reasonably satisfactory to the Borrower or the Administrative
Agent, as the case may be.

       

      (e)           Status of Lenders; Tax
Documentation. (i) Each Lender shall deliver to the Borrower and to the
Administrative Agent, at the time or times prescribed by applicable Laws or when
reasonably requested by the Borrower or the Administrative Agent, such properly
completed and executed documentation prescribed by applicable Laws or by the
taxing authorities of any jurisdiction and such other reasonably requested
information as will permit the Borrower or the Administrative Agent, as the case
may be, to determine (A) whether or not payments made hereunder or under any
other Loan Document are subject to Taxes, (B) if applicable, the required rate
of withholding or deduction, and (C) such Lender's entitlement to any available
exemption from, or reduction of, applicable Taxes in respect of all payments to
be made to such Lender by the Borrower pursuant to this Agreement or otherwise
to establish such Lender's status for withholding tax purposes in the applicable
jurisdiction.

       

      (ii)           Without
limiting the generality of the foregoing, if the Borrower is resident for tax
purposes in the United States,

       

      (A)           any
Lender that is a "United States person" within the meaning of Section
7701(a)(30) of the Code shall deliver to the Borrower and the Administrative
Agent executed originals of Internal Revenue Service Form W-9 or such other
documentation or information prescribed by applicable Laws or reasonably
requested by the Borrower or the Administrative Agent as will enable the
Borrower or the Administrative Agent, as the case may be, to determine whether
or not such Lender is subject to backup withholding or information reporting
requirements; and

       

      
        
          
          

        

        
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      (B)           each
Foreign Lender that is entitled under the Code or any applicable treaty to an
exemption from or reduction of withholding tax with respect to payments
hereunder or under any other Loan Document shall deliver to the Borrower and the
Administrative Agent (in such number of copies as shall be requested by the
recipient) on or prior to the date on which such Foreign Lender becomes a Lender
under this Agreement (and from time to time thereafter upon the request of the
Borrower or the Administrative Agent, but only if such Foreign Lender is legally
entitled to do so), whichever of the following is applicable:

       

      (I)           executed
originals of Internal Revenue Service Form W-8BEN claiming eligibility for
benefits of an income tax treaty to 

      which the
United States is a party,

       

      (II)           executed
originals of Internal Revenue Service Form W-8ECI,

       

      (III)           executed
originals of Internal Revenue Service Form W-8IMY and all required supporting
documentation,

       

      (IV)           in
the case of a Foreign Lender claiming the benefits of the exemption for
portfolio interest under section 881(c) of the Code, (x) a certificate to the
effect that such Foreign Lender is not (A) a “bank” within the meaning of
section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower
within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled
foreign corporation” described in section 881(c)(3)(C) of the Code and (y)
executed originals of  Internal Revenue Service Form W-8BEN,
or

       

      (V)           executed
originals of any other form prescribed by applicable Laws as a basis for
claiming exemption from or a reduction in United States Federal withholding tax
together with such supplementary documentation as may be prescribed by
applicable Laws to permit the Borrower or the Administrative Agent to determine
the withholding or deduction required to be made.

       

      (iii)           Each
Lender shall promptly (A) notify the Borrower and the Administrative Agent of
any change in circumstances which would modify or render invalid any claimed
exemption or reduction, and (B) take such steps as shall not be materially
disadvantageous to it, in the reasonable judgment of such Lender, and as may be
reasonably necessary (including the re-designation of its Lending Office) to
avoid any requirement of applicable Laws of any jurisdiction that the Borrower
or the Administrative Agent make any withholding or deduction for taxes from
amounts payable to such Lender.

       

      (f)           Treatment of Certain
Refunds.  Unless required by applicable Laws, at no time shall
the Administrative Agent have any obligation to file for or otherwise pursue on
behalf of a Lender, or have any obligation to pay to any Lender, any refund of
Taxes withheld or deducted from funds paid for the account of such
Lender.  If the Administrative Agent or any Lender determines, in its
sole discretion, that it has received a refund of any Taxes or Other Taxes as to
which it has been indemnified by the Borrower or with respect to which the
Borrower has paid additional amounts pursuant to this Section, it shall pay to
the Borrower an amount equal to such refund (but only to the extent of indemnity
payments made, or additional amounts paid, by the Borrower under this Section
with respect to the Taxes or Other Taxes giving rise to such refund), net of all
out-of-pocket expenses incurred by the Administrative Agent or such Lender and
without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund), provided that the
Borrower, upon the request of the Administrative Agent or such Lender, agrees to
repay the amount paid over to the Borrower (plus any penalties, interest or
other charges imposed by the relevant Governmental Authority) to the
Administrative Agent or such Lender in the event the Administrative Agent or
such Lender is required to repay such refund to such Governmental
Authority.  This subsection shall not be construed to require the
Administrative Agent or any Lender to make available its tax returns (or any
other information relating to its taxes that it deems confidential) to the
Borrower or any other Person.

      


      
        
          
          

        

        
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      3.02                      Illegality.

      


      If any
Lender determines that any Law has made it unlawful, or that any Governmental
Authority has asserted that it is unlawful, for any Lender or its applicable
Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine
or charge interest rates based upon the Eurodollar Rate, or any Governmental
Authority has imposed material restrictions on the authority of such Lender to
purchase or sell, or to take deposits of, Dollars in the London interbank
market, then, on notice thereof by such Lender to the Borrower through the
Administrative Agent, any obligation of such Lender to make or continue
Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans
shall be suspended until such Lender notifies the Administrative Agent and the
Borrower that the circumstances giving rise to such determination no longer
exist.  Upon receipt of such notice, the Borrower shall, upon demand
from such Lender (with a copy to the Administrative Agent), prepay or, if
applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans,
either on the last day of the Interest Period therefor, if such Lender may
lawfully continue to maintain such Eurodollar Rate Loans to such day, or
immediately, if such Lender may not lawfully continue to maintain such
Eurodollar Rate Loans.  Upon any such prepayment or conversion, the
Borrower shall also pay accrued interest on the amount so prepaid or
converted.

      


      3.03                      Inability to Determine
Rates.

      


      If the
Required Lenders determine that for any reason in connection with any request
for a Eurodollar Rate Loan or a conversion to or continuation thereof that
(a) Dollar deposits are not being offered to banks in the London interbank
eurodollar market for the applicable amount and Interest Period of such
Eurodollar Rate Loan, (b) adequate and reasonable means do not exist for
determining the Eurodollar Rate for any requested Interest Period with respect
to a proposed Eurodollar Rate Loan, or (c) the Eurodollar Rate for any
requested Interest Period with respect to a proposed Eurodollar Rate Loan does
not adequately and fairly reflect the cost to such Lenders of funding such Loan,
the Administrative Agent will promptly so notify the Borrower and each
Lender.  Thereafter, the obligation of the Lenders to make or maintain
Eurodollar Rate Loans shall be suspended until the Administrative Agent (upon
the instruction of the Required Lenders) revokes such notice.  Upon
receipt of such notice, the Borrower may revoke any pending request for a
Borrowing of, conversion to or continuation of Eurodollar Rate Loans or, failing
that, will be deemed to have converted such request into a request for a
Borrowing of Base Rate Loans in the amount specified therein.

      


      3.04                      Increased
Costs.

      


      (a)           Increased Costs
Generally.  If any Change in Law shall:

      


      (i)           impose,
modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for
the account of, or credit extended or participated in by, any Lender (except any
reserve requirement reflected in the Eurodollar Rate);

      


      (ii)           subject
any Lender to any tax of any kind whatsoever with respect to this Agreement, or
any Eurodollar Rate Loan made by it, or change the basis of taxation of payments
to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes
covered by Section 3.01 and
the imposition of, or any change in the rate of, any Excluded Tax payable by
such Lender); or

      


      (iii)           impose
on any Lender or the London interbank market any other condition, cost or
expense affecting this Agreement or Eurodollar Rate Loans made by such
Lender;

      


      and the
result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation
to make any such Loan) or to reduce the amount of any sum received or receivable
by such Lender hereunder (whether of principal, interest or any other amount)
then, upon request of such Lender, the Borrower will pay to such Lender such
additional amount or amounts as will compensate such Lender for such additional
costs incurred or reduction suffered.

      


      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

      (b)           Capital
Requirements.  If any Lender determines that any Change in Law
affecting such Lender or any Lending Office of such Lender or such Lender’s
holding company, if any, regarding capital requirements has or would have the
effect of reducing the rate of return on such Lender’s capital or on the capital
of such Lender’s holding company, if any, as a consequence of this Agreement,
the Commitments of such Lender or the Loans made by such Lender to a level below
that which such Lender or such Lender’s holding company could have achieved but
for such Change in Law (taking into consideration such Lender’s policies and the
policies of such Lender’s holding company with respect to capital adequacy),
then from time to time the Borrower will pay to such Lender such additional
amount or amounts as will compensate such Lender or such Lender’s holding
company for any such reduction suffered.

      


      (c)           Certificates for
Reimbursement.  A certificate of a Lender setting forth the
amount or amounts necessary to compensate such Lender or its holding company, as
the case may be, as specified in subsection (a) or (b) of this
Section and delivered to the Borrower shall be conclusive absent manifest
error.  The Borrower shall pay such Lender the amount shown as due on
any such certificate within ten (10) days after receipt thereof.

      


      (d)           Delay in
Requests.  Failure or delay on the part of any Lender to demand
compensation pursuant to the foregoing provisions of this Section shall not
constitute a waiver of such Lender’s right to demand such compensation, provided that the
Borrower shall not be required to compensate a Lender pursuant to the foregoing
provisions of this Section for any increased costs incurred or reductions
suffered more than nine (9) months prior to the date that such Lender notifies
the Borrower of the Change in Law giving rise to such increased costs or
reductions and of such Lender’s intention to claim compensation therefor (except
that, if the Change in Law giving rise to such increased costs or reductions is
retroactive, then the nine (9) month period referred to above shall be extended
to include the period of retroactive effect thereof).

      


      3.05                      Compensation for
Losses.

      


      Upon
demand of any Lender (with a copy to the Administrative Agent) from time to
time, the Borrower shall promptly compensate such Lender for and hold such
Lender harmless from any loss, cost or expense incurred by it as a result
of:

      


      (a)           any
continuation, conversion, payment or prepayment of any Loan other than a Base
Rate Loan on a day other than the last day of the Interest Period for such Loan
(whether voluntary, mandatory, automatic, by reason of acceleration, or
otherwise);

      


      (b)           any
failure by the Borrower (for a reason other than the failure of such Lender to
make a Loan) to prepay, borrow, continue or convert any Loan other than a Base
Rate Loan on the date or in the amount notified by the Borrower; or

      


      (c)           any
assignment of a Eurodollar Rate Loan on a day other than the last day of the
Interest Period therefor as a result of a request by the Borrower pursuant to
Section 10.13;

      


      including
any loss of anticipated profits and any loss or expense arising from the
liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were
obtained.  The Borrower shall also pay any customary administrative
fees charged by such Lender in connection with the foregoing.

      


      For
purposes of calculating amounts payable by the Borrower to the Lenders under
this Section 3.05,
each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it
at the Eurodollar Base Rate for such Loan by a
matching deposit or other borrowing in the London interbank eurodollar market
for a comparable amount and for a comparable period, whether or not such
Eurodollar Rate Loan was in fact so funded.

      


      3.06                      Mitigation Obligations;
Replacement of Lenders.

      


      (a)           Designation of a Different
Lending Office.  If any Lender requests compensation under
Section 3.04, or
the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01, or
if any Lender gives a notice pursuant to Section 3.02,
then such Lender shall use

       

      
        
          
          

        

        
          27

          
            

          

        

        
          
          
reasonable
efforts to designate a different Lending Office for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its
offices, branches or affiliates, if, in the judgment of such Lender, such
designation or assignment (i) would eliminate or reduce amounts payable pursuant
to Section 3.01 or
3.04, as the
case may be, in the future, or eliminate the need for the notice pursuant to
Section 3.02, as
applicable, and (ii) in each case, would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender.  The Borrower hereby agrees to pay all reasonable costs and
expenses incurred by any Lender in connection with any such designation or
assignment.

      

      


      (b)           Replacement of
Lenders.  If any Lender requests compensation under Section 3.04, or
if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01,
the Borrower may replace such Lender in accordance with Section 10.13.

      


      3.07                      Survival.

      


      All of
the Borrower’s obligations under this Article III
shall survive termination of the Aggregate Commitments and repayment of all
other Obligations hereunder.

      


       

      ARTICLE
IV

       

      CONDITIONS
PRECEDENT TO BORROWINGS

      


      4.01                      Conditions of Initial
Borrowing.

      


      The
obligation of each Lender to make its initial Borrowing hereunder is subject to
satisfaction of the following conditions precedent:

      


      (a)           The
Administrative Agent’s receipt of the following, each of which shall be
originals or telecopies (followed promptly by originals) unless otherwise
specified, each properly executed by a Responsible Officer of the signing Loan
Party, each dated the Closing Date (or, in the case of certificates of
governmental officials, a recent date before the Closing Date) and each in form
and substance satisfactory to the Administrative Agent and each of the
Lenders:

      


      (i)           fully
executed counterparts of this Agreement and the Guaranty, sufficient in number
for distribution to the Administrative Agent, each Lender and the
Borrower;

      


      (ii)           a
Note executed by the Borrower in favor of each Lender requesting a
Note;

      


      (iii)           such
certificates of resolutions or other action, incumbency certificates and/or
other certificates of Responsible Officers of each Loan Party as the
Administrative Agent may require evidencing the identity, authority and capacity
of each Responsible Officer thereof authorized to act as a Responsible Officer
in connection with this Agreement and the other Loan Documents to which such
Loan Party is a party;

      


      (iv)           such
documents and certifications as the Administrative Agent may reasonably require
to evidence that each Loan Party is duly organized or formed, and that each of
the Loan Parties is validly existing, in good standing and qualified to engage
in business in each jurisdiction where its ownership, lease or operation of
properties or the conduct of its business requires such qualification, except to
the extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect;

      


      (v)           a
favorable opinion of counsel to the Borrower (on behalf of each of the Loan
Parties), addressed to the Administrative Agent and each Lender, as to the
matters set forth in Exhibit G and
such other matters concerning the Loan Parties and the Loan Documents as the
Required Lenders may reasonably request;

      


      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      

      (vi)           a
certificate of a Responsible Officer of each Loan Party either (A) attaching
copies of all consents, licenses and approvals required in connection with the
execution, delivery and performance by such Loan Party and the validity against
such Loan Party of the Loan Documents to which it is a party, and such consents,
licenses and approvals shall be in full force and effect, or (B) stating that no
such consents, licenses or approvals are so required;

      


      (vii)                      a
certificate signed by a Responsible Officer of the Parent certifying (A) that
each Consolidated Party is in compliance with all existing contractual financial
obligations, (B) all governmental, shareholder and third party consents and
approvals necessary for the Loan Parties to enter into the Loan Documents and
fully perform thereunder, if any, have been obtained, (C) immediately after
giving effect to this Agreement, the other Loan Documents and all the
transactions contemplated therein to occur on such date, (1) each of the Loan
Parties is solvent, (2) no Default or Event of Default exists, (3) all
representations and warranties contained herein and in the other Loan Documents
are true and correct in all material respects, and (4) the Loan Parties are in
compliance with each of the financial covenants set forth in Section 7.11;
(D) that the conditions specified in Sections 4.02(a)
and (b) have been
satisfied; (E) that there has been no event or circumstance since the date
of the Audited Financial Statements that has had or could be reasonably expected
to have, either individually or in the aggregate, a Material Adverse Effect; and
(F)  the
current Credit Ratings;

      


      (viii)                      evidence
that all insurance required to be maintained pursuant to the Loan Documents has
been obtained and is in effect; and

      


      (ix)           such
other assurances, certificates, documents, consents or opinions as the
Administrative Agent or the Required Lenders reasonably may
require.

      


      (b)           There
shall not have occurred a material adverse change since December 31, 2007 in the
business, assets, operations, condition (financial or otherwise) or prospects of
the Borrower and the other Loan Parties taken as a whole, or in the facts and
information regarding such entities as represented to date.

      


      (c)           There
shall not exist any action, suit, investigation, or proceeding pending or
threatened, in any court or before any arbitrator or governmental authority that
could have a Material Adverse Effect.

      


      (d)           Any
fees required to be paid on or before the Closing Date shall have been
paid.

      


      (e)           Unless
waived by the Administrative Agent, the Borrower shall have paid all fees,
charges and disbursements of counsel to the Administrative Agent to the extent
invoiced prior to or on the Closing Date, plus such additional amounts of such
fees, charges and disbursements as shall constitute their reasonable estimate of
such fees, charges and disbursements incurred or to be incurred by them through
the closing proceedings (provided that such estimate shall not thereafter
preclude a final settling of accounts between the Borrower and the
Administrative Agent).

      


      Without
limiting the generality of the provisions of Section 9.04,
for purposes of determining compliance with the conditions specified in this
Section 4.01,
each Lender that has signed this Agreement shall be deemed to have consented to,
approved or accepted or to be satisfied with, each document or other matter
required thereunder to be consented to or approved by or acceptable or
satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.

      


      4.02                      Conditions to all
Borrowings.

      


      The
obligation of each Lender to honor any Request for Borrowing (other than a Loan
Notice requesting only a conversion of Loans to the other Type, or a
continuation of Eurodollar Rate Loans) is subject to the following conditions
precedent:

      


      (a)           The
representations and warranties of the Borrower and each other Loan Party
contained in Article V or any
other Loan Document, or which are contained in any document furnished at any
time under or in connection herewith or therewith, shall be true and correct in
all material respects on and as of the date of such Borrowing, 

       

      
        
          
          

        

        
          29

          
            

          

        

        
          
          
except to
the extent that such representations and warranties specifically refer to an
earlier date, in which case they shall be true and correct in all material
respects as of such earlier date, and except that for purposes of this Section 4.02,
the representations and warranties contained in subsections (a) and (b) of
Section 5.05
shall be deemed to refer to the most recent statements furnished pursuant to
clauses (a) and (b), respectively, of Section 6.01.

      

      


      (b)           No
Default or Event of Default shall exist and be continuing either prior to or
after giving effect to such proposed Borrowing or from the application of the
proceeds thereof.

      


      (c)           The
Administrative Agent shall have received a Request for Borrowing in accordance
with the requirements hereof, together with a certificate of the chief financial
officer of the Parent substantially in the form of Exhibit D, (i)
demonstrating compliance with the financial covenants contained in Sections 7.11(a), (b), (c),
(e), (h), (i), (j), (k), (l), (m) and (n) hereof by
calculation thereof after giving effect to the making of the requested Loan (and
the application of the proceeds thereof) and (ii) stating that no Default or
Event of Default exists, or if any Default or Event of Default does exist,
specifying the nature and extent thereof and what action the Loan Parties
propose to take with respect thereto

      


      Each
Request for Borrowing (other than a Loan Notice requesting only a conversion of
Loans to the other Type or a continuation of Eurodollar Rate Loans) submitted by
the Borrower shall be deemed to be a representation and warranty that the
conditions specified in Sections 4.02(a)
and (b) have
been satisfied on and as of the date of the applicable Borrowing.

      


       

      ARTICLE
V

       

      REPRESENTATIONS
AND WARRANTIES

      


      The
Borrower hereby represents and warrants to the Administrative Agent and the
Lenders that:

      


      5.01                      Existence, Qualification and
Power; Compliance with Laws.

      


      Each Loan
Party (a)  is duly organized or formed, validly existing and in good
standing under the Laws of the jurisdiction of its incorporation or
organization, (b) has all requisite power and authority and all requisite
governmental licenses, authorizations, consents and approvals to (i) own or
lease its assets and carry on its business and (ii) execute, deliver and
perform its obligations under the Loan Documents to which it is a party,
(c) is duly qualified and is licensed and in good standing under the Laws
of each jurisdiction where its ownership, lease or operation of properties or
the conduct of its business requires such qualification or license, and
(d) is in compliance with all Laws; except in each case referred to in
clause (b)(i), (c) or (d), to the extent that failure to do so could not
reasonably be expected to have a Material Adverse Effect.

      


      5.02                      Authorization; No
Contravention.

      


      The
execution, delivery and performance by each Loan Party of each Loan Document to
which such Person is party, have been duly authorized by all necessary corporate
or other organizational action, and do not and will not (a) contravene the
terms of any of such Person’s Organization Documents; (b) conflict with or
result in any breach or contravention of, or the creation of any Lien under, or
require any payment to be made under (i) any Contractual Obligation to
which such Person is a party or affecting such Person or the properties of such
Person or any of its Subsidiaries or (ii) any order, injunction, writ or
decree of any Governmental Authority or any arbitral award to which such Person
or its property is subject; or (c) violate any Law.  Each Loan
Party and each Subsidiary thereof is in compliance with all Contractual
Obligations referred to in clause (b)(i), except to the extent that failure
to do so could not reasonably be expected to have a Material Adverse
Effect.

      


      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      

      5.03                      Governmental Authorization;
Other Consents.

      


      No
approval, consent, exemption, authorization, or other action by, or notice to,
or filing with, any Governmental Authority or any other Person is necessary or
required in connection with the execution, delivery or performance by, or
enforcement against, any Loan Party of this Agreement or any other Loan
Document.

      


      5.04                      Binding
Effect.

      


      This
Agreement has been, and each other Loan Document, when delivered hereunder, will
have been, duly executed and delivered by each Loan Party that is party
thereto.  This Agreement constitutes, and each other Loan Document
when so delivered will constitute, a legal, valid and binding obligation of such
Loan Party, enforceable against each Loan Party that is party thereto in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors’ rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law).

      


      5.05                      Financial Statements; No
Material Adverse Effect; No Internal Control Event.

      


      (a)           The
Audited Financial Statements (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein; (ii) fairly present the financial condition of the
Parent and its Subsidiaries as of the date thereof and their results of
operations for the period covered thereby in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly
noted therein; and (iii) show all material indebtedness and other liabilities,
direct or contingent, of the Parent and its Subsidiaries as of the date thereof,
including liabilities for taxes, material commitments and
Indebtedness.

      


      (b)           The
unaudited consolidated balance sheet of the Parent and its Subsidiaries dated
March 31, 2008, and the related consolidated statements of income or operations,
shareholders’ equity and cash flows for the fiscal quarter ended on that date
(i) were prepared in accordance with GAAP consistently applied throughout the
period covered thereby, except as otherwise expressly noted therein, and (ii)
fairly present the financial condition of the Parent and its Subsidiaries as of
the date thereof and their results of operations for the period covered thereby,
subject, in the case of clauses (i) and (ii), to the absence of footnotes
and to normal year-end audit adjustments.  Schedule 5.05
sets forth all material indebtedness and other liabilities, direct or
contingent, of the Parent and its consolidated Subsidiaries as of the Closing
Date not otherwise disclosed in the Form 10-Q report of the Parent filed with
the SEC for the most recent fiscal quarter ended prior to the Closing Date,
including liabilities for taxes, material commitments and
Indebtedness.

      


      (c)           Since
the date of the Audited Financial Statements, there has been no event or
circumstance, either individually or in the aggregate, that has had or could
reasonably be expected to have a Material Adverse Effect.

      


      (d)           To
the best knowledge of the Borrower, since the date of the Audited Financial
Statements, no Internal Control Event has occurred, other than as disclosed in
reports of the Borrower filed prior to the date hereof with the
SEC.

      


      5.06                      Litigation.

      


      There are no actions, suits,
proceedings, claims or disputes pending or, to the knowledge of the Borrower
after due and diligent investigation, threatened or contemplated, at law, in
equity, in arbitration or before any Governmental Authority, by or against any
Borrower or any of their Subsidiaries or against any of their properties or
revenues that (a) purport to affect or pertain to this Agreement or any other
Loan Document, or any of the transactions contemplated hereby, or (b) except as
specifically disclosed in Schedule 5.06,
either individually or in the aggregate, if determined adversely, could
reasonably be expected to have a Material Adverse Effect, and there has been no
adverse change in the status, or financial effect on any Loan Party or any
Subsidiary thereof, of the matters described on Schedule 5.06.

      


      
        
          
          

        

        
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      5.07                      No
Default.

      


      Neither any Loan Party nor any
Subsidiary thereof is in default under or with respect to any Contractual
Obligation that could, either individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect.  No Default has occurred
and is continuing or would result from the consummation of the transactions
contemplated by this Agreement or any other Loan Document.

      


      5.08                      Ownership of Property;
Liens.

      


      Each of
the Borrower and each Subsidiary has good record and marketable title in fee
simple to, or valid leasehold interests in, all real property necessary or used
in the ordinary conduct of its business, except for such defects in title as
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.  The property of the Borrower and its
Subsidiaries is subject to no Liens, other than Liens not prohibited by Section 7.01.

      


      5.09                      Environmental
Compliance.

      


      The
Borrower and each of its Subsidiaries conduct in the ordinary course of business
a review of the effect of existing Environmental Laws and claims alleging
potential liability or responsibility for violation of any Environmental Law on
their respective businesses, operations and properties, and as a result thereof
the Borrower has reasonably concluded that, except as specifically disclosed in
Schedule 5.09, such Environmental Laws and
claims could not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect.  In furtherance (and not in
limitation) of the foregoing, the Borrower hereby represents and warrants
that:

      


      (a)           There
are no material violations of any Environmental Law with respect to the
facilities and properties owned, leased or operated by the Consolidated Parties
or the businesses operated by the Consolidated Parties.

      


      (b)           No
Consolidated Party has, to the best knowledge of the Borrower, been notified of
any material action, suit, proceeding or investigation which calls into question
compliance by any Consolidated Party with any Environmental Laws or which seeks
to suspend, revoke or terminate any license, permit or approval necessary for
the generation, handling, storage, treatment or disposal of any Hazardous
Material in any material respect of the Consolidated Parties taken as a
whole.

      


      5.10                      Insurance.

      


      The
properties of the Borrower and each of its Subsidiaries are insured with
financially sound and reputable insurance companies not Affiliates of the
Borrower, in such amounts, with such deductibles and covering such risks as are
customarily carried by companies engaged in similar businesses and owning
similar properties in localities where the Borrower or the applicable Subsidiary
operates.  The present insurance coverage of the Borrower and each of
its Subsidiaries is outlined as to carrier, policy number, expiration date, type
and amount on Schedule
5.10.

      


      5.11                      Taxes.

      


      The
Borrower and each of its Subsidiaries (as applicable) have filed all Federal,
state and other material tax returns and reports required to be filed, and have
paid all Federal, state and other material taxes, assessments, fees and other
governmental charges levied or imposed upon them or their properties, income or
assets otherwise due and payable, except those which are being contested in good
faith by appropriate proceedings diligently conducted and for which adequate
reserves have been provided in accordance with GAAP.  There is no
proposed tax assessment against the Borrower or any of its Subsidiaries that
would, if made, have a Material Adverse Effect.  Neither any Loan
Party nor any Subsidiary thereof is party to any tax sharing
agreement.

      


      5.12                      ERISA
Compliance.

      


      (a)           Each
Plan is in compliance in all material respects with the applicable provisions of
ERISA, the Code and other Federal or state Laws.  Each Plan that is
intended to qualify under Section 401(a) of the Code has received a
favorable determination letter from the IRS or an application for such a letter
is currently being processed by the IRS with respect 

       

      
        
          
          

        

        
          32

          
            

          

        

        
          
          
thereto
and, to the best knowledge of the Borrower, nothing has occurred which would
prevent, or cause the loss of, such qualification.  The Borrower and
each ERISA Affiliate has made all required contributions to each Plan subject to
Section 412 of the Code, and no application for a funding waiver or an
extension of any amortization period pursuant to Section 412 of the Code
has been made with respect to any Plan.

      

      


      (b)           There
are no pending or, to the best knowledge of the Borrower, threatened claims,
actions or lawsuits, or action by any Governmental Authority, with respect to
any Plan that could reasonably be expected to have a Material Adverse
Effect.  There has been no prohibited transaction or violation of the
fiduciary responsibility rules with respect to any Plan that has resulted or
could reasonably be expected to result in a Material Adverse
Effect.

      


      (c)           (i)  No
ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension
Plan has any Unfunded Pension Liability; (iii) neither the Borrower nor any
ERISA Affiliate has incurred, or reasonably expects to incur, any liability
under Title IV of ERISA with respect to any Pension Plan (other than
premiums due and not delinquent under Section 4007 of ERISA); (iv) neither
the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to
incur, any liability (and no event has occurred which, with the giving of notice
under Section 4219 of ERISA, would result in such liability) under
Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and
(v) neither the Borrower nor any ERISA Affiliate has engaged in a transaction
that could be subject to Sections 4069 or 4212(c) of ERISA.

      


      5.13                      Subsidiaries; Equity
Interests.

      


      Set forth
on Schedule
5.13 is a complete and accurate list of all Subsidiaries and Joint
Ventures of the Borrower.  Information on Schedule 5.13
includes (a) jurisdiction of incorporation or organization and (b) with respect
to any Joint Venture, the percentage of outstanding shares of each class owned
(directly or indirectly) by such Joint Venture, and the number and effect, if
exercised, of all outstanding options, warrants, rights of conversion or
purchase and all other similar rights with respect thereto.  The
Equity Interests owned by Borrower in each Subsidiary and each Joint Venture are
validly issued, fully paid and non-assessable and are owned by Borrower free and
clear of all Liens.  Other than as set forth in Schedule 5.13, no
Joint Venture has outstanding any securities convertible into or exchangeable
for its Equity Interests nor are there any outstanding any rights to subscribe
for or to purchase or any options for the purchase of, or any agreements
providing for the issuance (contingent or otherwise) of, or any calls,
commitments or claims of any character relating to such Equity
Interests.  Schedule 5.13 may be
updated from time to time by the Borrower by giving written notice thereof to
the Administrative Agent.

      


      5.14                      Margin Regulations;
Investment Company Act; Public Utility Holding Company Act.

      


      (a)           The
Borrower is not engaged and will not engage, principally or as one of its
important activities, in the business of purchasing or carrying margin stock
(within the meaning of Regulation U issued by the FRB), or extending credit
for the purpose of purchasing or carrying margin stock.

      


      (b)           None
of the Borrower, any Person Controlling the Borrower, or any Subsidiary of the
Borrower (i) is a “holding company,” or a “subsidiary company” of a “holding
company,” or an “affiliate” of a “holding company” or of a “subsidiary company”
of a “holding company,” within the meaning of the Public Utility Holding Company
Act of 1935, or (ii) is or is required to be registered as an “investment
company” under the Investment Company Act of 1940.

      


      5.15                      Disclosure.

      


      The
Borrower has disclosed to the Administrative Agent and the Lenders all
agreements, instruments and corporate or other restrictions to which it or any
of its Subsidiaries are subject, and all other matters known to it, that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect.  No report, financial statement, certificate
or other information furnished (whether in writing or orally) by or on behalf of
any Loan Party to the Administrative Agent or any Lender in connection with the
transactions 

       

      
        
          
          

        

        
          33

          
            

          

        

        
          
          
contemplated
hereby and the negotiation of this Agreement or delivered hereunder or under any
other Loan Document (in each case, as modified or supplemented by other
information so furnished) contains any material misstatement of fact or omits to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided that, with
respect to projected financial information, the Borrower represents only that
such information was prepared in good faith based upon assumptions believed to
be reasonable at the time.

      

      


      5.16                      Compliance with
Laws.

      


      The
Borrower and each of its Subsidiaries are in compliance in all material respects
with the requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its properties, except in such instances in which (a)
such requirement of Law or order, writ, injunction or decree is being contested
in good faith by appropriate proceedings diligently conducted or (b) the failure
to comply therewith, either individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.

      


      5.17                      Intellectual Property;
Licenses, Etc.

      


      The
Borrower and each of its Subsidiaries own, or possess the right to use, all of
the trademarks, service marks, trade names, copyrights, patents, patent rights,
franchises, licenses and other intellectual property rights (collectively,
“IP Rights”)
that are reasonably necessary for the operation of their respective businesses,
without conflict with the rights of any other Person.  To the
knowledge of the Borrower, no slogan or other advertising device, product,
process, method, substance, part or other material now employed, or now
contemplated to be employed, by the Borrower or any Subsidiary of any of them
infringes upon any rights held by any other Person.  Except as
specifically disclosed in Schedule 5.17,
no claim or litigation regarding any of the foregoing is pending or, to the
knowledge of the Borrower, threatened, which, either individually or in the
aggregate, could reasonably be expected to have a Material Adverse
Effect.

      


      5.18                      Taxpayer Identification
Number.

      


      The
Borrower’s true and correct U.S. taxpayer identification number is set forth on
Schedule
10.02.

       

      ARTICLE
VI

       

      AFFIRMATIVE
COVENANTS

      


      So long as any Lender shall have any
Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid
or unsatisfied, the Borrower shall, and shall (except in the case of the
covenants set forth in Sections 6.01,
6.02, and 6.03) cause each of
its Subsidiaries to:

      


      6.01                      Financial
Statements.

      


      Deliver
to the Administrative Agent and each Lender, in form and detail satisfactory to
the Administrative Agent and the Required Lenders:

      


      (a)           as
soon as available, but in any event within 120 days after the end of each fiscal
year of the Parent, a consolidated and consolidating balance sheet of the Parent
and its Subsidiaries as at the end of such fiscal year, and the related
consolidated statements of income or operations, shareholders’ equity and cash
flows for such fiscal year, setting forth in each case in comparative form the
figures for the previous fiscal year, all in reasonable detail and prepared in
accordance with GAAP, such consolidated statements to be audited and accompanied
by (A) a report and opinion of a Registered Public Accounting Firm of nationally
recognized standing reasonably acceptable to the Required Lenders, which report
and opinion shall be prepared in accordance with generally accepted auditing
standards and applicable Securities Laws and shall not be subject to any “going
concern” or like qualification or exception or any qualification or exception as
to the scope of such audit, and such consolidating statements to be certified by
the chief executive officer, chief financial officer, treasurer or controller of
the Parent to the effect that such statements are fairly stated in all material
respects when considered in relation to the consolidated financial statements of
the Parent and its Subsidiaries, (B) a report of such Registered Public
Accounting Firm as to the effectiveness of Borrower’s internal control over
financial reporting pursuant to Section 404 of Sarbanes-Oxley; and (C) any
other information included in the Parent’s or the Borrower’s Form 10-K for such
fiscal year;

      


      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      

      (b)           as
soon as available, but in any event within 45 days after the end of each of the
first three fiscal quarters of each fiscal year of the Parent, a consolidated
balance sheet of the Parent and its Subsidiaries as at the end of such fiscal
quarter, and the related consolidated statements of income or operations,
shareholders’ equity and cash flows for such fiscal quarter and for the portion
of the Parent’s fiscal year then ended, and any other information included in
the Parent’s or the Borrower’s Form 10-Q for such fiscal quarter, setting forth
in each case in comparative form the figures for the corresponding fiscal
quarter of the previous fiscal year and the corresponding portion of the
previous fiscal year, all in reasonable detail, such consolidated statements to
be certified by the chief executive officer, chief financial officer, treasurer
or controller of the Parent as fairly presenting the financial condition,
results of operations, shareholders’ equity and cash flows of the Parent and its
Subsidiaries in accordance with GAAP, subject only to normal year-end audit
adjustments and the absence of footnotes.

      


      As to any
information contained in materials furnished pursuant to Section 6.02(d),
the Borrower shall not be separately required to furnish such information under
clause (a) or (b) above, but the foregoing shall not be in derogation of
the obligation of the Borrower to furnish the information and materials
described in clauses (a) and (b) above at the times specified
therein.

      


      6.02                      Certificates; Other
Information.

      


      Deliver
to the Administrative Agent and each Lender, in form and detail satisfactory to
the Administrative Agent and the Required Lenders:

      


      (a)           concurrently
with the delivery of the financial statements referred to in Section 6.01(a):

      


      (i)           a
certificate of its independent certified public accountants certifying such
financial statements and stating that in making the examination necessary
therefor no knowledge was obtained of any Default under the financial covenants
set forth herein or, if any such Default shall exist, stating the nature and
status of such event; and

      


      (ii)           a
projection of capital expenditures for the next fiscal year for each Property of
the Loan Parties.

      


      (b)           concurrently
with the delivery of the financial statements referred to in Sections 6.01(a)
and (b):

      


      (i)           a
certificate of the chief financial officer of the Parent substantially in the
form of Exhibit
D attached hereto, (A) demonstrating compliance, as of the end of each
such fiscal period, with (1) the financial covenants contained in Section 7.11 and (2)
the financial covenants contained in each of the indentures or other agreements
relating to any publicly issued debt securities of any Consolidated Party, in
each case by detailed calculation thereof (which calculation shall be in form
satisfactory to the Agent and which shall include, among other things, an
explanation of the methodology used in such calculation and a breakdown of the
components of such calculation), (B) stating that the Loan Parties were in
compliance with each of the covenants set forth in Articles VI and VII of this Agreement
at all times during such fiscal period; and (C) stating that, as of the end of
each such fiscal period, no Default or Event of Default exists, or if any
Default or Event of Default does exist, specifying the nature and extent thereof
and what action the Loan Parties propose to take with respect
thereto;

      


      (ii)           a
schedule of the Properties summarizing net operating income and occupancy rates
as of the last day of the applicable quarter;

      


      (iii)           [intentionally
omitted]; and

      


      (iv)           a
listing of all Projects Under Development showing the total capital obligation
of the Loan Parties with respect to each such Project Under Development and
funds expended to date in connection with each such Project Under
Development.

      


      
        
          
          

        

        
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      (c)           promptly
after any request by the Administrative Agent or any Lender, copies of any
detailed audit reports, management letters or recommendations submitted to the
board of directors (or the audit committee of the board of directors) of the
Borrower or the Parent by independent accountants in connection with the
accounts or books of the Borrower or the Parent or any Subsidiary of the
Borrower or the Parent, or any audit of any of them;

      


      (d)           promptly
after the same are available, copies of each annual report, proxy or financial
statement or other report or communication sent or made available to the
stockholders of the Parent, and copies of all annual, regular, periodic and
special reports and registration statements which the Parent may file or be
required to file with the SEC under Section 13 or 15(d) of the Securities
Exchange Act of 1934, and not otherwise required to be delivered to the
Administrative Agent pursuant hereto;

      


      (e)           promptly,
such additional information regarding the business, financial or corporate
affairs of the Borrower or any other Loan Party, or compliance with the terms of
the Loan Documents, as the Administrative Agent or any Lender may from time to
time reasonably request.

      


      Documents
required to be delivered pursuant to Section 6.01(a)
or (b) or Section 6.02(d)
(to the extent any such documents are included in materials otherwise filed with
the SEC) may be delivered electronically and if so delivered, shall be deemed to
have been delivered on the date (i) on which the Borrower or the Parent posts
such documents, or provides a link thereto on the Borrower’s or the Parent’s
website on the Internet at the website address listed on Schedule 10.02;
or (ii) on which such documents are posted on the Borrower’s or the Parent’s
behalf on an Internet or intranet website, if any, to which each Lender and the
Administrative Agent have access (whether a commercial, third-party website or
whether sponsored by the Administrative Agent); provided that: (i)
the Borrower shall deliver paper copies of such documents to the Administrative
Agent or any Lender that requests the Borrower to deliver such paper copies
until a written request to cease delivering paper copies is given by the
Administrative Agent or such Lender and (ii) the Borrower shall notify the
Administrative Agent and each Lender (by telecopier or electronic mail) of the
posting of any such documents and provide to the Administrative Agent by
electronic mail electronic versions (i.e., soft copies) of
such documents.  Notwithstanding anything contained herein, in every
instance the Borrower shall be required to provide paper copies of the officer’s
certificates required by Section 6.02(b)(i)
to the Administrative Agent.  Except for such certificates, the
Administrative Agent shall have no obligation to request the delivery or to
maintain copies of the documents referred to above, and in any event shall have
no responsibility to monitor compliance by the Borrower with any such request
for delivery, and each Lender shall be solely responsible for requesting
delivery to it or maintaining its copies of such documents.

      


      The
Borrower hereby acknowledges that (a) the Administrative Agent and/or the
Arranger will make available to the Lenders materials and/or information
provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”)
by posting the Borrower Materials on IntraLinks or another similar electronic
system (the “Platform”) and (b)
certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not
wish to receive material non-public information with respect to the Borrower or
its securities) (each, a “Public
Lender”).  The Borrower hereby agrees that (w) all Borrower
Materials that are to be made available to Public Lenders shall be clearly and
conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word
“PUBLIC” shall appear prominently on the first page thereof; (x) by marking
Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the
Administrative Agent, the Arranger and the Lenders to treat such Borrower
Materials as not containing any material non-public information with respect to
the Borrower or the Parent or their respective securities for purposes of United
States Federal and state securities laws (provided, however, that to the
extent such Borrower Materials constitute Information, they shall be treated as
set forth in Section 10.07);
(y) all Borrower Materials marked “PUBLIC” are permitted to be made available
through a portion of the Platform that is designated “Public Investor Side
Information;” and (z) the Administrative Agent and the Arranger shall be
entitled to treat any Borrower Materials that are not marked “PUBLIC” as being
suitable only for posting on a portion of the Platform that is not designated
“Public Investor Side Information.”

      


      6.03                      Notices.

      


      Promptly
notify the Administrative Agent:

      


      
        
          
          

        

        
          36

          
            

          

        

        
          
          

        

      

      (a)           of
the occurrence of any Default;

      


      (b)           of
any matter that has resulted or could reasonably be expected to result in a
Material Adverse Effect, including (i) breach or non-performance of, or any
default under, a Contractual Obligation of the Borrower or any Subsidiary; (ii)
any dispute, litigation, investigation, proceeding or suspension between the
Borrower or any Subsidiary and any Governmental Authority; or (iii) the
commencement of, or any material development in, any litigation or proceeding
affecting the Borrower or any Subsidiary, including pursuant to any applicable
Environmental Laws;

      


      (c)           of
the occurrence of any ERISA Event;

      


      (d)           of
any material change in accounting policies or financial reporting practices by
the Borrower or any Subsidiary;

      


      (e)           of
the occurrence of any Internal Control Event; and

      


      (f)           of
any announcement by Moody’s or S&P of any change or possible change in a
Credit Rating.

      


      Each
notice pursuant to this Section shall be accompanied by a statement of a
Responsible Officer of the Borrower setting forth details of the occurrence
referred to therein and stating what action the Borrower has taken and propose
to take with respect thereto.  Each notice pursuant to Section 6.03(a)
shall describe with particularity any and all provisions of this Agreement and
any other Loan Document that have been breached.

      


      6.04                      Payment of
Obligations.

      


      Pay and
discharge as the same shall become due and payable, all its obligations and
liabilities, including (a) all tax liabilities, assessments and governmental
charges or levies upon it or its properties or assets, unless the same are being
contested in good faith by appropriate proceedings diligently conducted and
adequate reserves in accordance with GAAP are being maintained by the Borrower
or such Subsidiary; (b) all lawful claims which, if unpaid, would by law become
a Lien upon its property; and (c) all Indebtedness, as and when due and payable,
but subject to any subordination provisions contained in any instrument or
agreement evidencing such Indebtedness.

      


      6.05                      Preservation of Existence,
Etc.

      


      (a)           Preserve,
renew and maintain in full force and effect its legal existence and good
standing under the Laws of the jurisdiction of its organization except in a
transaction permitted by Section 7.04 or
7.05;

      


      (b)           take
all reasonable action to maintain all rights, privileges, permits, licenses and
franchises necessary or desirable in the normal conduct of its business, except
to the extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect; and

      


      (c)           preserve
or renew all of its registered patents, trademarks, trade names and service
marks, the non-preservation of which could reasonably be expected to have a
Material Adverse Effect.

      


      6.06                      Maintenance of
Properties.

      


      (a)           Maintain,
preserve and protect all of its material properties and equipment necessary in
the operation of its business in good working order and condition, ordinary wear
and tear excepted;

      


      (b)           make
all necessary repairs thereto and renewals and replacements thereof except where
the failure to do so could not reasonably be expected to have a Material Adverse
Effect; and

      


      (c)           use
the standard of care typical in the industry in the operation and maintenance of
its facilities.

      


      
        
          
          

        

        
          37

          
            

          

        

        
          
          

        

      

      6.07                      Maintenance of
Insurance.

      


      Maintain with financially sound and
reputable insurance companies not Affiliates of any Borrower, insurance with
respect to its properties and business against loss or damage of the kinds
customarily insured against by Persons engaged in the same or similar business,
of such types and in such amounts as are customarily carried under similar
circumstances by such other Persons and providing for not
less than thirty (30) days’ prior notice to the Administrative Agent of
termination, lapse or cancellation of such insurance.

      


      6.08                      Compliance with
Laws.

      


      Comply in
all material respects with the requirements of all Laws (including, without
limitation, all Environmental Laws) and all other orders, writs, injunctions and
decrees applicable to it or to its business or property, except in such
instances in which (a) such requirement of Law or order, writ, injunction or
decree is being contested in good faith by appropriate proceedings diligently
conducted; or (b) the failure to comply therewith could not reasonably be
expected to have a Material Adverse Effect.

      


      6.09                      Books and
Records.

      


      (a)           Maintain
proper books of record and account, in which full, true and correct entries in
conformity with GAAP consistently applied shall be made of all financial
transactions and matters involving the assets and business of the Borrower or
such Subsidiary, as the case may be; and

      


      (b)           maintain
such books of record and account in material conformity with all applicable
requirements of any Governmental Authority having regulatory jurisdiction over
the Borrower or such Subsidiary, as the case may be.

      


      6.10                      Inspection
Rights.

      


      Permit
representatives appointed by the Administrative Agent, including, without
limitation, independent accountants, agents, attorneys, and appraisers to visit
and inspect any of its Properties, to examine its corporate, financial and
operating records, and make copies thereof or abstracts therefrom, and to
discuss its affairs, finances and accounts with its directors, officers, and
independent public accountants, all at the expense of the Borrower and at such
reasonable times during normal business hours and as often as may be reasonably
desired, upon reasonable advance notice to the Borrower in a manner that will
not unreasonably interfere with such Person’s business operations; provided, however, that when an
Event of Default exists the Administrative Agent or any Lender (or any of their
respective representatives or independent contractors) may do any of the
foregoing at the expense of the Borrower at any time during normal business
hours and without advance notice.

      


      6.11                      Use of
Proceeds.

      


      Use the
proceeds of the Borrowings solely for the following purposes: (a) to finance the
acquisition of real properties; (b) to finance the development of improvements
to real properties owned by the Borrower; (c) to refinance and/or retire
existing Indebtedness, and (d) for working capital and other general corporate
purposes; each as further limited pursuant to the terms hereof or of the other
Loan Documents.

      


      6.12                      Additional
Guarantors;
Release of Guarantors.

      


      (a)           If
any Person (other than a Non-Guarantor Subsidiary) becomes a Subsidiary of any
Loan Party or if at any time any Non-Guarantor Subsidiary qualifying as such as
a result of clauses (a), (b) or (c) of the definition thereof could become a
Loan Party without violating the terms of any material contract, agreement or
document to which it is a party, the Borrower shall (i) if such Person is a
Domestic Subsidiary of a Loan Party (or is a Non-Guarantor Subsidiary that could
become a Loan Party without violating the terms of any material contract,
agreement or document to which it is a party), cause such Person (or such
Non-Guarantor Subsidiary) to promptly (and in any event within fifteen (15) days
from the date any such Person becomes a Subsidiary of a Loan Party or, in the
case of a Non-Guarantor Subsidiary, within fifteen (15) days from the date any
such Non-Guarantor Subsidiary so qualifies 

       

      
        
          
          

        

        
          38

          
            

          

        

        
          
          
to become
a Loan Party) become a Guarantor by executing and delivering to the
Administrative Agent a counterpart of the Guaranty or such other document as the
Administrative Agent shall deem appropriate for such purpose, (ii) provide the
Administrative Agent with notice thereof, and (iii) cause such Person to deliver
to the Administrative Agent documents of the types referred to in
clauses (iii) and (iv) of Section 4.01(a),
all in form, content and scope reasonably satisfactory to the Administrative
Agent; provided, that to the
extent such Person holds (whether upon delivery of the items required above or
at any time after the delivery of the items required above) assets with a fair
market value in excess of $5,000,000, the Borrower shall (if requested by
Administrative Agent) cause to be delivered to the Administrative Agent
favorable opinions of counsel to such Person (which shall cover, among other
things, the legality, validity, binding effect and enforceability of the
documentation referred to in this clause (a)).  If a
Non-Guarantor Subsidiary executes and delivers the Guaranty it shall no longer
be deemed a Non-Guarantor Subsidiary under this Credit
Agreement.

      

      


      (b)           Notwithstanding
any other provisions of this Agreement to the contrary, to the extent a
Guarantor anticipates becoming or intends to become a Non-Guarantor Subsidiary,
the Borrower may request a release of such Guarantor as a Guarantor hereunder in
accordance with the following:

      


      (i)           the
Borrower shall deliver to the Administrative Agent, not less than ten (10) days
and not more than thirty (30) days prior to the anticipated or intended
conversion of a Guarantor into a Non-Guarantor Subsidiary, a written request for
release of the applicable Guarantor and a Pro Forma Compliance Certificate of
the chief financial officer of the Borrower in form and substance acceptable to
the Administrative Agent, (A) demonstrating that upon such release the Loan
Parties will on a pro forma basis continue to comply with (1) the financial
covenants contained in Section 7.11 and (2)
the financial covenants contained in each of the indentures or other agreements
relating to any publicly issued debt securities of any Consolidated Party, in
each case by a reasonably detailed calculation thereof (which calculation shall
be in form reasonably satisfactory to the Administrative Agent and which shall
include, among other things, an explanation of the methodology used in such
calculation and a breakdown of the components of such calculation), (B) stating
that the Loan Parties will be in compliance with each of the covenants set forth
in Articles VI
and VII of the
Agreement at all times following such release, (C) stating that, following such
release, no Default or Event of Default will exist under the Agreement or any of
the other Loan Documents, or if any Default or Event of Default will exist,
specifying the nature and extent thereof and what action the Loan Parties
propose to take with respect thereto, and (D) attaching, pursuant to Section 5.13 of the
Agreement, an updated version of Schedule 5.13 to the
Agreement;

      


      (ii)           the
Administrative Agent shall have reviewed and approved (in writing) the request
for release and Pro Forma Compliance Certificate delivered pursuant to subclause
(i) above; provided, that the failure of the Administrative Agent to respond to
such a request within ten (10) days of its receipt thereof shall constitute the
Administrative Agent’s approval thereof; provided, that any approval of the
Administrative Agent provided pursuant to this subclause (ii) shall lapse and be
null and void thirty (30) days following the granting thereof if the applicable
Guarantor has not, on or prior to the completion of such period, met the
criteria for qualification as a Non-Guarantor Subsidiary (as evidenced by the
delivery by the Borrower of a notice and certification in accordance with
subclause (iii) below); and

      


      (iii)           the
Borrower shall, concurrently with or promptly following the applicable
Guarantor’s satisfaction of the criteria for qualification as a Non-Guarantor
Subsidiary deliver to the Administrative Agent a notice and certification of
such qualification.

      


      Notwithstanding
any language to the contrary above, so long as the chief financial officer of
the Borrower has certified in a compliance certificate (and the Administrative
Agent has no evidence or information which brings into reasonable doubt the
veracity of such certifications) that: (A) upon such release the Loan Parties
(1)  will on a pro forma basis continue to comply with the financial
covenants contained in Section 7.11 hereof,
and the financial covenants contained in each of the indentures or other
agreements relating to any publicly issued debt securities of any Consolidated
Party, and (2) will be in compliance with each of the covenants set forth in
Articles VI and
VII of the
Agreement at all times following such release, (B) following such release, no
Default or Event of Default will exist under the Credit Agreement or any of the
other Loan Documents, or if any Default or Event of Default will 

       

      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      

      exist,
the nature and extent thereof and what action the Loan Parties propose to take
with respect thereto will be specified, and (C) attached pursuant to Section 5.13 of the
Agreement, is an updated version of Schedule 5.13 to the
Agreement, the request for release shall be approved and issued by the
Administrative Agent within the 10-day time period specified in subsection
(b)(ii).

      


      Upon
satisfaction of each of the above-noted conditions, a Guarantor shall be deemed
released from its obligations hereunder and under each of the Loan
Documents.

      


      6.13                      Non-Guarantor Subsidiary
Cash Flows.

      


      Each Loan
Party shall, to the extent it exercises sufficient control over the activities
of the applicable Non-Guarantor Subsidiary(ies), cause all NGS Excess Cash Flow
of each Non-Guarantor Subsidiary to be transferred to a Loan Party as promptly
as possible but at least once a month.

      


      6.14                      REIT
Status.

      


      Take all
action necessary to maintain the Parent’s status as a REIT.

      


      6.15                      Environmental
Matters.

      


      (a)           Reimburse
the Administrative Agent and Lenders for and hereby hold the Administrative
Agent and Lenders harmless from all fines or penalties made or levied against
the Administrative Agent or any of the Lenders by any Governmental Authority as
a result of or in connection with (i) the use of Hazardous Materials at the
Properties, (ii) the use of Hazardous Materials at the facilities thereon, or
(iii) the use, generation, storage, transportation, discharge, release or
handling of any Hazardous Materials at the Properties, or as a result of any
release of any Hazardous Materials onto the ground or into the water or air from
or upon the Properties at any time.  The Loan Parties also agree that
they will reimburse the Administrative Agent and Lenders for and indemnify and
hold the Administrative Agent and Lenders harmless from any and all costs,
expenses (including reasonably attorneys' fees actually incurred) and for all
civil claims, judgments or penalties incurred entered, assessed, or levied
against the Administrative Agent or any of the Lenders as a result of any of the
Loan Parties’ use of Hazardous Materials at the Properties or as a result of any
release of any Hazardous Materials on the ground or into the water or air by any
of the Loan Parties from or upon the Properties.  Such reimbursement
or indemnification shall include but not be limited to any and all judgments or
penalties to recover the costs of cleanup of any such release by any of the Loan
Parties from or upon the Properties and all reasonable expenses incurred by the
Administrative Agent or any of the Lenders as a result of such a civil action,
including but not limited to reasonable attorneys' fees.  The Loan
Parties’ obligations under this section shall survive the repayment of the Loans
and be in supplement of any and all other reimbursement or indemnity obligations
of the Borrower set forth herein.

      


      (b)           If
the Administrative Agent requests in writing and if (i) the Borrower or the
applicable Subsidiary does not have environmental insurance with respect to any
property owned, leased or operated by a Loan Party or (ii) the Administrative
Agent has reason to believe that there exist Hazardous Materials on any property
owned, leased or operated by a Loan Party which materially affect the value of
such property and with respect to which the Borrower has not furnished a report
within the immediately previous twelve (12) month period, furnish or cause to be
furnished to the Administrative Agent, at the Borrower’s expense, a report of an
environmental assessment of reasonable scope, form and depth, including, where
appropriate, invasive soil or groundwater sampling, by a consultant reasonably
acceptable to the Administrative Agent as to the nature and extent of the
presence of any Hazardous Materials on any such property and as to the
compliance by the applicable Loan Party(ies) with Environmental Laws; provided that if
there exists a continuing Default or Event of Default as of the date of the
Administrative Agent’s written request for an environmental report pursuant to
the terms hereof, the Borrower shall provide such report regardless of whether
either of the conditions set forth in subsections (i) and (ii) above have been
satisfied.  If the Borrower fails to deliver such an environmental
report within seventy-five (75) days after receipt of such written request then
the Administrative Agent may arrange for same, and the parties hereto hereby
grant to the Administrative Agent and their representatives or shall attempt in
good faith to cause the applicable Loan Party(ies) to so grant access to the
Properties and a license of a scope reasonably necessary to undertake such an
assessment (including, where appropriate, invasive soil or groundwater
sampling).

      


      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

      (c)           Conduct
and complete (or use good faith efforts to cause to be conducted and completed)
all investigations, studies, sampling, and testing and all remedial, removal,
and other actions necessary to address all Hazardous Materials on, from, or
affecting any Property to the extent necessary to be in compliance with all
Environmental Laws and all other applicable federal, state, and local laws,
regulations, rules and policies and with the orders and directives of all
Governmental Authorities exercising jurisdiction over such real property to the
extent any failure could reasonably be expected to have a Material Adverse
Effect.

      


      (d)           Provide
upon such Person’s receipt thereof all insurance certificate(s) evidencing the
environmental insurance held by any Person with respect to any of the
Properties.

      


       

      ARTICLE
VII

       

      NEGATIVE
COVENANTS

      


      So long as any Lender shall have any
Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid
or unsatisfied, the Borrower shall not, nor shall it permit any of its
Subsidiaries to, directly or indirectly:

      


      7.01                      Liens.

      


      Contract,
create, incur, assume or permit to exist any Lien with respect to any of its
property, assets or revenues or the property, assets or revenues of any other
Person, whether now owned or hereafter acquired, if the Indebtedness underlying
such Lien would cause the Borrower to be in violation of any of the provisions
of Section 7.11
hereof.

      


      7.02                      Investments.

      


      Make any Investments,
except:

      


      (a)           Projects
Under Development, undeveloped land holdings, Joint Venture Projects, Securities
Holdings and Mortgages to the extent such Investments are not prohibited under
Sections
7.11(i)-(n);

      


      (b)           Investments
held by the Borrower or any other Loan Party in the form of Cash
Equivalents;

      


      (c)           advances
to officers, directors and employees of the Borrower or any other Loan Party in
an aggregate amount not to exceed $100,000 at any time outstanding, for travel,
entertainment, relocation and analogous ordinary business purposes;

      


      (d)           Investments
of the Borrower in any other Loan Party and Investments of the Parent in the
Borrower, any other Loan Party or any Non-Guarantor Subsidiary;

      


      (e)           Investments
consisting of extensions of credit in the nature of accounts receivable or notes
receivable arising from the grant of trade credit in the ordinary course of
business, and Investments received in satisfaction or partial satisfaction
thereof from financially troubled account debtors to the extent reasonably
necessary in order to prevent or limit loss; and

      


      (f)           payments
relating to pre-development expenses, pursuit costs, property acquisition and
diligence expenses and similar out-of-pocket costs and expenses regarding
properties that are not yet owned by any Loan Party or any
Subsidiary.

      


      7.03                      Indebtedness.

      


      Create, incur, assume or suffer to
exist any Indebtedness, except:

      


      (a)           Indebtedness
under the Loan Documents;

      


      (b)           Secured
Indebtedness to the extent permitted under Section
7.11(c);

      


      
        
          
          

        

        
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      (c)           Indebtedness
(other than Secured Indebtedness) to the extent permitted under Section
7.11(e);

      


      (d)           Guarantees
of the Borrower or any other Loan Party in respect of Indebtedness otherwise
permitted hereunder of the Borrower or any other Loan Party; and

      


      (e)           to
the extent not otherwise prohibited under Section 7.11,
obligations (contingent or otherwise) of the Borrower or any Subsidiary existing
or arising under any Swap Contract, provided that (i) such obligations are (or
were) entered into by such Person in the ordinary course of business for the
purpose of directly mitigating risks associated with liabilities, commitments,
investments, assets, or property held or reasonably anticipated by such Person,
or changes in the value of securities issued by such Person, and not for
purposes of speculation or taking a “market view;” and (ii) such Swap Contract
does not contain any provision exonerating the non-defaulting party from its
obligation to make payments on outstanding transactions to the defaulting party;
and

      


      (f)           any
other Indebtedness to the extent such Indebtedness is not prohibited under Section
7.11.

      


      7.04                      Fundamental
Changes.

      


      Merge,
dissolve, liquidate, consolidate with or into another Person, or Dispose of
(whether in one transaction or in a series of transactions) all or substantially
all of its assets (whether now owned or hereafter acquired) to or in favor of
any Person, except that, so long as no Default exists or would result
therefrom:

      


      (a)           any
Subsidiary may merge with (i) the Borrower, provided that the
Borrower shall be the continuing or surviving Person, or (ii) any one or more
other Subsidiaries, provided that when
any Guarantor is merging with another Subsidiary, the Guarantor shall be the
continuing or surviving Person;

      


      (b)           any
Subsidiary may Dispose of all or substantially all of its assets (upon voluntary
liquidation or otherwise) to the Borrower or to another Subsidiary; provided that if the
transferor in such a transaction is a Guarantor, then the transferee must either
be the Borrower or a Guarantor; and

      


      (c)           all
or substantially all of the assets or all of the Equity Interests of a
Subsidiary may be Disposed of to the extent such Disposition is permitted
pursuant to Section
7.05.

      


      7.05                      Dispositions.

      


      Make any
Disposition or enter into any agreement to make any Disposition,
except:

      


      (a)           Dispositions
of obsolete or worn out property, whether now owned or hereafter acquired, in
the ordinary course of business;

      


      (b)           Dispositions
of inventory in the ordinary course of business;

      


      (c)           Dispositions
of equipment or real property to the extent that (i) such property is exchanged
for credit against the purchase price of similar replacement property or (ii)
the proceeds of such Disposition are reasonably promptly applied to the purchase
price of such replacement property;

      


      (d)           Dispositions
of property by any Subsidiary to the Borrower or to any wholly-owned Subsidiary
thereof; provided that if the
transferor of such property is a Guarantor, the transferee thereof must either
be a Borrower or a Guarantor;

      


      (e)           Dispositions
permitted by Section 7.04(a)
– (b);

      


      
        
          
          

        

        
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      (f)           Dispositions
by the Borrower and its Subsidiaries of any property (whether in one transaction
or in several related transactions), the aggregate fair market value of which is
less than $10,000,000; provided, at the time
of such Disposition, no Default shall exist or would result from such
Disposition; or

      


      (g)           Dispositions
in which the fair market value of the assets subject to such Disposition exceeds
$10,000,000, if and to the extent that (i) at the time of such Disposition, no
Default shall exist or would result from such Disposition, and (ii) the Borrower
shall have delivered to the Administrative Agent written notice of a proposed or
pending Disposition, together with a Pro Forma Compliance Certificate
demonstrating that, upon giving effect to such proposed or pending Disposition,
on a pro forma basis, the Borrower shall be in compliance with all of the
covenants contained in Section 7.11, and
(iii) promptly (but no later than five (5) Business Days following the effective
date of any such Disposition for which such notice and Pro Forma Compliance
Certificate shall have previously been given), the Borrower shall have delivered
to the Administrative Agent written confirmation that the Disposition shall have
occurred and that the calculations and other information set forth in such Pro
Forma Compliance Certificate remain accurate, true and correct as of the
effective date of such Disposition;

      


      provided, however, that any
Disposition pursuant to clauses (a) through (g) above (excluding clause
(e)) shall be for fair market value.

      


      7.06                      Anti-Terrorism Laws;
FCPA.

      


      (a)           Be
an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the
Trading with the Enemy Act of the United States of America (50 U.S.C. App. §§ 1
et seq.), as amended.  Neither any Loan Party nor any or its
Subsidiaries is in violation of (i) the Trading with the Enemy Act, as amended,
(ii) any of the foreign assets control regulations of the United States Treasury
Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling
legislation or executive order relating thereto or (iii) the  Act (as
defined in Section 10.17); or

      


      (b)           fail
to be in compliance with the Foreign Corrupt Practices Act, 15 U.S.C. §§ 78dd-1,
et seq., and any foreign counterpart thereto.

      


      7.07                      Change in Nature of
Business.

      


      Engage in any material line of business
substantially different from those lines of business conducted by the Borrower
and its Subsidiaries on the date hereof or any business substantially related or
incidental thereto.

      


      7.08                      Transactions with
Affiliates.

      


      Except as otherwise contemplated or
permitted pursuant to Section 7.04, enter
into any transaction of any kind with any Affiliate of the Borrower, whether or
not in the ordinary course of business, other than on fair and reasonable terms
substantially as favorable to the Borrower or such Subsidiary as would be
obtainable by the Borrower or such Subsidiary at the time in a comparable arm’s
length transaction with a Person other than an Affiliate.

      


      7.09                      Burdensome
Agreements.

      


                 Enter
into any Contractual Obligation (other than this Agreement or any other Loan
Document) that (a) limits the ability (i) of any Subsidiary to make Restricted
Payments to the Borrower or any Guarantor or to otherwise transfer property to
the Borrower or any Guarantor, (ii) of any Subsidiary to Guarantee the
Indebtedness of the Borrower or (iii) of the Borrower or any Subsidiary to
create, incur, assume or suffer to exist Liens on property of such Person; provided, however, that this
clause (iii) shall not prohibit any Negative Pledge incurred or provided in
favor of any holder of Indebtedness permitted hereunder solely to the extent any
such Negative Pledge relates to the property financed by or the subject of such
Indebtedness; or (b) requires the grant of a Lien to secure an obligation of
such Person if a Lien is granted to secure another obligation of such Person;
provided, that
this Section
7.09 shall not be deemed to restrict the ability of the Borrower or any
Non-Guarantor Subsidiary from entering into Contractual Obligations of any type
related to secured financing transactions.

      


      
        
          
          

        

        
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      7.10                      Use of
Proceeds.

      


      Use the
proceeds of any Borrowing, whether directly or indirectly, and whether
immediately, incidentally or ultimately, to purchase or carry margin stock
(within the meaning of Regulation U of the FRB) or to extend credit to
others for the purpose of purchasing or carrying margin stock or to refund
indebtedness originally incurred for such purpose.

      


      7.11                      Financial
Covenants.

      


      Fail to comply with any of the
following financial covenants for Borrower on a fully consolidated
basis:

      


      (a)           Fair Market Minimum Net
Worth.  Borrower shall maintain a Fair Market Minimum Net Worth
equal to or in excess of $600,000,000.

      


      (b)           Total Liabilities to Total
Adjusted Asset Value.  Borrower shall not permit the ratio of
Total Liabilities to Total Adjusted Asset Value to exceed sixty percent
(60%).

      


      (c)           Secured Indebtedness to
Total Adjusted Asset Value.  Borrower shall not permit the
ratio of Secured Indebtedness to Total Adjusted Asset Value to exceed forty
percent (40%).

      


      (d)           EBITDA to Fixed
Charges.  Borrower shall maintain the ratio of EBITDA for the
twelve-month period ending on the Calculation Date to Fixed Charges for the
twelve-month period ending on such Calculation Date equal to or in excess of
1.50:1.0.

      


      (e)           Total Outstanding Unsecured
Indebtedness to Adjusted Unencumbered Asset Value.  Borrower
shall not permit the ratio of Total Outstanding Unsecured Indebtedness to
Adjusted Unencumbered Asset Value to exceed sixty two and one-half percent
(62.5%).

      


      (f)           Unencumbered EBITDA to
Interest Expense on Total Outstanding Unsecured
Indebtedness.  Borrower shall maintain the ratio of
Unencumbered EBITDA for the twelve-month period ending on the Calculation Date
to that portion of interest expense attributable to Total Outstanding Unsecured
Indebtedness for the twelve (12) month period ending on such Calculation Date,
equal to or in excess of 1.50:1.0.

      


      (g)           Dividends and
Distributions.  Borrower shall limit aggregate Restricted
Payments, as measured at each fiscal year end, to an amount not to exceed Funds
From Operations.

      


      (h)           Total Variable Rate
Indebtedness to Total Adjusted Asset Value.  Borrower shall not
permit the ratio of Total Variable Rate Indebtedness to exceed twenty-five
percent (25%) of Total Adjusted Asset Value.

      


      (i)           Projects Under Development
to Total Adjusted Asset Value.  Borrower shall not permit the
ratio, expressed as a percentage, of the total cost budget of Projects Under
Development to Total Adjusted Asset Value to exceed twenty-five percent
(25%).

      


      (j)           Undeveloped Land Holdings to
Total Adjusted Asset Value.  Borrower shall not permit the
ratio of cost value of all undeveloped holdings (raw land or land which is not
otherwise an operating property other than any properties determined to be
Projects Under Development) determined in accordance with GAAP to exceed fifteen
percent (15%) of Total Adjusted Asset Value.

      


      (k)           Joint Venture Projects to
Total Adjusted Asset Value.  Borrower shall not permit the
value of all Joint Venture Projects of Borrower plus, without duplication, the
cost-basis value of Borrower’s investment in Joint Ventures, multiplied by
Borrower’s Allocable Share in such Joint Venture Projects or the related Joint
Ventures (as applicable), to exceed thirty percent (30%) of Total Adjusted Asset
Value.

      


      (l)           Securities Holdings to Total
Adjusted Asset Value.  Borrower shall not permit the value of
Borrower’s Securities Holdings to exceed five percent (5%) of Total Adjusted
Asset Value.

      


      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      

      (m)           Mortgages to Total Adjusted
Asset Value.  Borrower shall not permit the value of all
Mortgages held by Borrower to exceed five percent (5%) of Total Adjusted Asset
Value.

      


      (n)           Investments.  Borrower
shall not permit the aggregate value of the items described in Sections 7.11(i), (j), (k),
(l) and (m) above to exceed
forty-five percent (45%) of Total Adjusted Asset Value.

      


      7.12                      Organizational Documents;
Ownership of Subsidiaries.

      


      (a)           Permit
any Loan Party to (i) amend, modify, waive or change its Organization
Documents in a manner materially adverse to the Lenders, or (b) create, acquire
or permit to exist or permit or cause any of their Subsidiaries to create,
acquire or permit to exist, any Foreign Subsidiaries.

      


      (b)           Notwithstanding
any other provisions of this Agreement to the contrary, permit any Consolidated
Party to issue any shares of preferred Equity Interests to any Person other than
a Loan Party.

      


      7.13                      [Intentionally
Omitted].

      


      7.14                      Negative
Pledges.

      


      Enter
into, assume or become subject to any Negative Pledge or any other agreement
prohibiting or otherwise restricting the creation or assumption of any Lien upon
its properties or assets, whether now owned or hereafter acquired, or requiring
the grant of any security for such obligation if security is given for some
other obligation except pursuant to any document or instrument governing
Indebtedness that does not result in any violation of the covenants set forth in
Section 7.11
hereof and is not otherwise prohibited by this Agreement or any other Loan
Document, provided that any
such restriction contained therein relates only to the properties or assets
constructed or acquired in connection with such Indebtedness.

      


      7.15                      Sale
Leasebacks.

      


      Except as
could not reasonably be expected to have a Material Adverse Effect, directly or
indirectly, become or remain liable as lessee or as guarantor or other surety
with respect to any lease, whether an operating lease or a capital lease, of any
property (whether real or personal or mixed), whether now owned or hereafter
acquired, (a) which such Person has sold or transferred or is to sell or
transfer to a Person which is not a Consolidated Party or (b) which such Person
intends to use for substantially the same purpose as any other property which
has been sold or is to be sold or transferred by such Person to another Person
which is not a Consolidated Party in connection with such lease.

      


      7.16                      Prepayments of Indebtedness,
etc..

      


      (a)           if
any Default or Event of Default has occurred and is continuing or would be
directly or indirectly caused as a result thereof, after the issuance thereof,
amend or modify (or permit the amendment or modification of) any of the terms of
any Indebtedness of such Person if such amendment or modification would add or
change any terms in a manner adverse to the issuer of such Indebtedness, or
shorten the final maturity or average life to maturity or require any payment to
be made sooner than originally scheduled or increase the interest rate
applicable thereto or change any subordination provision thereof;
or

      


      (b)           if
any Default or Event of Default has occurred and is continuing or would be
directly or indirectly caused as a result thereof, make (or give any notice with
respect thereto) any voluntary or optional payment or prepayment or redemption
or acquisition for value of (including without limitation, by way of depositing
money or securities with the trustee with respect thereto before due for the
purpose of paying when due), refund, refinance or exchange of any other
Indebtedness.

      


       

      
        
          
          

        

        
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      ARTICLE
VIII

       

      EVENTS
OF DEFAULT AND REMEDIES

      


      8.01                      Events of
Default.

      


      Any of
the following shall constitute an Event of Default:

      


      (a)           Non-Payment.  The
Borrower or any other Loan Party fails to pay (i) when and as required to be
paid herein, any amount of principal of any Loan, or (ii) within three (3)
Business Days after the same becomes due, any interest on any Loan or any fee
due hereunder, or (iii) within five (5) Business Days after the same becomes
due, any other amount payable hereunder or under any other Loan Document;
or

      


      (b)           Specific
Covenants.  The Borrower fails to perform or observe any term,
covenant or agreement contained in any of Section 6.01,
6.02, 6.03, 6.05, 6.07, 6.10, 6.11, 6.12 or 6.14 or Article VII or
the Guaranty given by any Guarantor or any provision thereof shall cease to be
in full force and effect (other than as a result of a release of the applicable
Guarantor in accordance with the terms and conditions hereof), or any Guarantor
or any Person acting by or on behalf of such Guarantor shall deny or disaffirm
such Guarantor’s obligations under such guaranty, or any Guarantor shall default
in the due performance or observance of any term, covenant or agreement on its
part to be performed or observed pursuant to the Guaranty; or

      


      (c)           Other
Defaults.  Any Loan Party fails to perform or observe any other
covenant or agreement (not specified in subsection (a) or (b) above)
contained in herein on its part to be performed or observed and such failure
continues for thirty (30) days or fails to perform or observe any other covenant
or agreement in any other Loan Document within the grace or cure period provided
for therein (or, if no such grace or cure period is specified, within thirty
(30) days of the occurrence of such failure); or

      


      (d)           Representations and
Warranties.  Any representation, warranty, certification or
statement of fact made or deemed made by or on behalf of the Borrower or any
other Loan Party herein, in any other Loan Document, or in any document
delivered in connection herewith or therewith shall be incorrect or misleading
when made or deemed made; or

      


      (e)           Cross-Default.

      


      (i)           The
Parent, the Borrower or any Subsidiary: (A) fails to make within the applicable
cure period any payment when due (whether by scheduled maturity, required
prepayment, acceleration, demand, or otherwise) in respect of any recourse
Indebtedness or Guarantee (other than Indebtedness hereunder and Indebtedness
under Swap Contracts) having an aggregate principal amount (including undrawn
committed or available amounts and including amounts owing to all creditors
under any combined or syndicated credit arrangement) of more than the Threshold
Amount, or (B) fails to observe or perform any other agreement or condition
relating to any Indebtedness or Guarantee having an aggregate principal amount
(including undrawn committed or available amounts and including amounts owing to
all creditors under any combined or syndicated credit arrangement) of more than
the Threshold Amount or contained in any instrument or agreement evidencing,
securing or relating thereto, or any other event occurs, the effect of which
default or other event is to cause, or to permit the holder or holders of such
Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee
or agent on behalf of such holder or holders or beneficiary or beneficiaries) to
cause, with the giving of notice if required, such Indebtedness to be demanded
or to become due or to be repurchased, prepaid, defeased or redeemed
(automatically or otherwise), or an offer to repurchase, prepay, defease or
redeem such Indebtedness to be made, prior to its stated maturity, or such
Guarantee to become payable or cash collateral in respect thereof to be
demanded; or

      


      (ii)           there
occurs under any Swap Contract an Early Termination Date (as defined in such
Swap Contract) resulting from (A) any event of default under such Swap Contract
as to which the Parent, the Borrower or any Subsidiary is the Defaulting Party
(as defined in such Swap Contract) or (B) any Termination Event (as so defined)
under such Swap Contract as to which the Parent, the Borrower or any Subsidiary
is an Affected Party (as so defined) and, in either event, the Swap Termination
Value owed by the Parent, the Borrower or such Subsidiary as a result thereof is
greater than the Threshold Amount; or

      


      
        
          
          

        

        
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      (f)           Insolvency Proceedings,
Etc.  Any Loan Party or any of their Subsidiaries institutes or
consents to the institution of any proceeding under any Debtor Relief Law, or
makes an assignment for the benefit of creditors; or applies for or consents to
the appointment of any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer for it or for all or any material part of its
property; or any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer is appointed without the application or consent
of such Person and the appointment continues undischarged or unstayed for 60
calendar days; or any proceeding under any Debtor Relief Law relating to any
such Person or to all or any material part of its property is instituted without
the consent of such Person and continues undismissed or unstayed for sixty (60)
calendar days, or an order for relief is entered in any such proceeding;
or

      


      (g)           Inability to Pay Debts;
Attachment.  (i) The Parent, the Borrower or any Subsidiary
becomes unable or admits in writing its inability or fails generally to pay its
debts as they become due, or (ii) any writ or warrant of attachment or execution
or similar process is issued or levied against all or any material part of the
property of any such Person and is not released, vacated or fully bonded within
thirty (30) days after its issue or levy; or

      


      (h)           Judgments.  There
is entered against the Parent, the Borrower or any Subsidiary (i) a final
judgment or order for the payment of money in an aggregate amount exceeding the
Threshold Amount (to the extent not covered by independent third-party insurance
as to which the insurer does not dispute coverage), or (ii) any one or more
non-monetary final judgments that have, or could reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect and, in either case,
(A) enforcement proceedings are commenced by any creditor upon such judgment or
order, or (B) there is a period of thirty (30) consecutive days during which a
stay of enforcement of such judgment, by reason of a pending appeal or
otherwise, is not in effect; or

      


      (i)           ERISA.  (i)
An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which
has resulted or could reasonably be expected to result in liability of the
Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or
the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) the
Borrower or any ERISA Affiliate fails to pay when due, after the expiration of
any applicable grace period, any installment payment with respect to its
withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan
in an aggregate amount in excess of the Threshold Amount; or

      


      (j)           Invalidity of Loan
Documents.  Any material provision of any Loan Document, at any
time after its execution and delivery and for any reason other than as expressly
permitted hereunder or thereunder or satisfaction in full of all the
Obligations, ceases to be in full force and effect; or any Loan Party or any
other Person contests in any manner the validity or enforceability of any
provision of any Loan Document; or any Loan Party denies that it has any or
further liability or obligation under any Loan Document, or purports to revoke,
terminate or rescind any provision of any Loan Document; or

      


      (k)           Change of
Control.  There occurs any Change of Control without the
consent of each of the Agents and the Required Lenders.

      


      8.02                      Remedies Upon Event of
Default.

      


      If any
Event of Default occurs and is continuing, the Administrative Agent shall, at
the request of, or may, with the consent of, the Required Lenders, take any or
all of the following actions:

      


      (a)           declare
the Commitment of each Lender to make Loans to be terminated, whereupon such
Commitments and obligation shall be terminated;

      


      
        
          
          

        

        
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      (b)           declare
the unpaid principal amount of all outstanding Loans, all interest accrued and
unpaid thereon, and all other amounts owing or payable hereunder or under any
other Loan Document to be immediately due and payable, without presentment,
demand, protest or other notice of any kind (except for written notice to
Borrower of such declaration), all of which are hereby expressly waived by the
Borrower; and

      


      (c)           exercise
on behalf of itself and the Lenders all rights and remedies available to it and
the Lenders under the Loan Documents;

      


      provided, however, that upon
the occurrence of an actual or deemed entry of an order for relief with respect
to any Borrower under the Bankruptcy Code of the United States (including in
connection with any of the events specified in Sections 8.01(f) or
(g)), the
obligation of each Lender to make Loans shall automatically terminate, the
unpaid principal amount of all outstanding Loans and all interest and other
amounts as aforesaid shall automatically become due and payable without further
act of the Administrative Agent or any Lender.

      


      8.03                      Application of
Funds.

      


      After the
exercise of remedies provided for in Section 8.02 (or
after the Loans have automatically become immediately due and payable as set
forth in the proviso to Section 8.02),
any amounts received on account of the Obligations shall be applied by the
Administrative Agent in the following order:

      


      First, to payment of
that portion of the Obligations constituting fees, indemnities, expenses and
other amounts (including fees, charges and disbursements of counsel to the
Administrative Agent and amounts payable under Article III)
payable to the Administrative Agent in its capacity as such;

      


      Second, to payment of
that portion of the Obligations constituting fees, indemnities and other amounts
(other than principal and interest) payable to the Lenders (including fees,
charges and disbursements of counsel to the respective Lenders (including fees
and time charges for attorneys who may be employees of any Lender, but expressly
excluding any amounts due in connection with any Swap Contracts that constitute
a portion of the Obligations) and amounts payable under Article III),
ratably among them in proportion to the respective amounts described in this
clause Second
payable to them;

      


      Third, to payment of
that portion of the Obligations constituting interest on the Loans and other
Obligations (other than Obligations related to Swap Contracts), ratably among
the Lenders in proportion to the respective amounts described in this clause
Third payable
to them;

      


      Fourth, to payment of
that portion of the Obligations constituting unpaid principal of the Loans
ratably among the Lenders in proportion to the respective amounts described in
this clause Fourth held by
them;

      


      Fifth, to any
counterparties under any Swap Contracts constituting a portion of the
Obligations, any amounts due and owing by any Loan Party or any Subsidiary
thereof under such Swap Contracts ratably among such counterparties in
proportion to the net obligations due and owing by any Loan Party or any
Subsidiary thereof under such Swap Contracts; and

      


      Last, the balance, if
any, after all of the Obligations have been indefeasibly paid in full, to the
Borrower or as otherwise required by Law.

      


       

      ARTICLE
IX

       

      ADMINISTRATIVE
AGENT

      


      9.01                      Appointment and
Authority.

      


      Each of
the Lenders hereby irrevocably appoints Bank of America to act on its behalf as
the Administrative Agent hereunder and under the other Loan Documents and
authorizes the Administrative Agent to take such actions on its behalf and to
exercise such powers as are delegated to the Administrative Agent by the terms
hereof or thereof, together with such actions and powers as are reasonably
incidental thereto.  The provisions of this Article are solely
for the benefit of the Administrative Agent and the Lenders, and neither the
Borrower nor any other Loan Party shall have rights as a third party beneficiary
of any of such provisions.

      


      
        
          
          

        

        
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      9.02                      Rights as a
Lender.

      


      The
Person serving as the Administrative Agent hereunder shall have the same rights
and powers in its capacity as a Lender as any other Lender and may exercise the
same as though it were not the Administrative Agent and the term “Lender” or
“Lenders” shall, unless otherwise expressly indicated or unless the context
otherwise requires, include the Person serving as the Administrative Agent
hereunder in its individual capacity.  Such Person and its Affiliates
may accept deposits from, lend money to, act as the financial advisor or in any
other advisory capacity for and generally engage in any kind of business with
any Borrower or any Subsidiary or Affiliate of any of them as if such Person
were not the Administrative Agent hereunder and without any duty to account
therefor to the Lenders.

      


      9.03                      Exculpatory
Provisions.

      


      The
Administrative Agent shall not have any duties or obligations except those
expressly set forth herein and in the other Loan Documents.  Without
limiting the generality of the foregoing, the Administrative Agent:

      


      (a)           shall
not be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing;

      


      (b)           shall
not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or
by the other Loan Documents that the Administrative Agent is required to
exercise as directed in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be expressly provided for herein or in the
other Loan Documents), provided that the
Administrative Agent shall not be required to take any action that, in its
opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Loan Document or applicable law;
and

      


      (c)           shall
not, except as expressly set forth herein and in the other Loan Documents, have
any duty to disclose, and shall not be liable for the failure to disclose, any
information relating to the Borrower or any Subsidiary or any of their
Affiliates that is communicated to or obtained by the Person serving as the
Administrative Agent or any of its Affiliates in any capacity.

      


      The
Administrative Agent shall not be liable for any action taken or not taken by it
(i) with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 10.01
and 8.02) or
(ii) in the absence of its own gross negligence or willful
misconduct.  The Administrative Agent shall be deemed not to have
knowledge of any Default unless and until notice describing such Default is
given to the Administrative Agent by the Borrower or a Lender.

      


      The
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement or any other Loan Document, (ii) the contents of
any certificate, report or other document delivered hereunder or thereunder or
in connection herewith or therewith, (iii) the performance or observance of
any of the covenants, agreements or other terms or conditions set forth herein
or therein or the occurrence of any Default, (iv) the validity, enforceability,
effectiveness or genuineness of this Agreement, any other Loan Document or any
other agreement, instrument or document or (v) the satisfaction of any condition
set forth in Article IV or
elsewhere herein, other than to confirm receipt of items expressly required to
be delivered to the Administrative Agent.

      


      
        
          
          

        

        
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      9.04                      Reliance by Administrative
Agent.

      


      The
Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic
message, Internet or intranet website posting or other distribution) reasonably
believed by it to be genuine and to have been signed, sent or otherwise
authenticated by the proper Person.  The Administrative Agent also may
rely upon any statement made to it orally or by telephone and reasonably
believed by it to have been made by the proper Person, and shall not incur any
liability for relying thereon.  In determining compliance with any
condition hereunder to the making of a Loan that by its terms must be fulfilled
to the satisfaction of a Lender, the Administrative Agent may presume that such
condition is satisfactory to such Lender unless the Administrative Agent shall
have received notice to the contrary from such Lender prior to the making of
such Loan.  The Administrative Agent may consult with legal counsel
(who may be counsel for the Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or
experts.

      


      9.05                      Delegation of
Duties.

      


      The
Administrative Agent may perform any and all of its duties and exercise its
rights and powers hereunder or under any other Loan Document by or through any
one or more sub-agents appointed by the Administrative Agent.  The
Administrative Agent and any such sub-agent may perform any and all of its
duties and exercise its rights and powers by or through their respective Related
Parties.  The exculpatory provisions of this Article shall apply
to any such sub-agent and to the Related Parties of the Administrative Agent and
any such sub-agent, and shall apply to their respective activities in connection
with the syndication of the credit facilities provided for herein as well as
activities as Administrative Agent.

      


      9.06                      Resignation of
Administrative Agent.

      


      The
Administrative Agent may at any time give notice of its resignation to the
Lenders and the Borrower.  Without limiting the foregoing right of the
Administrative Agent to resign under this Section 9.06, the
Administrative Agent (and each successor Administrative Agent appointed pursuant
hereto) hereby agrees that it shall give notice of its resignation to the
Lenders and the Borrower upon the assignment pursuant to Section 10.06(b) of
the entire remaining amount of the Administrative Agent’s Commitment and the
Loans at the time owing to the Administrative Agent (in its capacity as a
Lender) to any Person other than an Affiliate of, or successor to, the
Administrative Agent.  Upon receipt of any such notice of resignation,
the Required Lenders shall have the right, in consultation with the Borrower, to
appoint a successor, which shall be a bank with an office in the United States,
or an Affiliate of any such bank with an office in the United
States.  If no such successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within thirty
(30) days after the retiring Administrative Agent gives notice of its
resignation, then the retiring Administrative Agent may on behalf of the
Lenders, appoint a successor Administrative Agent meeting the qualifications set
forth above; provided that if the
Administrative Agent shall notify the Borrower and the Lenders that no
qualifying Person has accepted such appointment, then such resignation shall
nonetheless become effective in accordance with such notice and (1) the
retiring Administrative Agent shall be discharged from its duties and
obligations hereunder and under the other Loan Documents (except that in the
case of any collateral security held by the Administrative Agent on behalf of
the Lenders under any of the Loan Documents, the retiring Administrative Agent
shall continue to hold such collateral security until such time as a successor
Administrative Agent is appointed) and (2) all payments, communications and
determinations provided to be made by, to or through the Administrative Agent
shall instead be made by or to each Lender directly, until such time as the
Required Lenders appoint a successor Administrative Agent as provided for above
in this Section.  Upon the acceptance of a successor’s appointment as
Administrative Agent hereunder, such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring (or
retired) Administrative Agent, and the retiring Administrative Agent shall be
discharged from all of its duties and obligations hereunder or under the other
Loan Documents (if not already discharged therefrom as provided above in this
Section).  The fees payable by the Borrower to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such
successor.  After the retiring Administrative Agent’s resignation
hereunder and under the other Loan Documents, the provisions of this
Article and Section 10.04
shall continue in effect for the benefit of such retiring Administrative Agent,
its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while the retiring Administrative
Agent was acting as Administrative Agent.

      


      
        
          
          

        

        
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      9.07                      Non-Reliance on
Administrative Agent and Other Lenders.

      


      Each
Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender or any of their Related Parties and
based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement.  Each
Lender also acknowledges that it will, independently and without reliance upon
the Administrative Agent or any other Lender or any of their Related Parties and
based on such documents and information as it shall from time to time deem
appropriate, continue to make its own decisions in taking or not taking action
under or based upon this Agreement, any other Loan Document or any related
agreement or any document furnished hereunder or thereunder.

      


      9.08                      No Other Duties,
Etc.

      


      Anything
herein to the contrary notwithstanding, none of the Bookrunners, Arrangers or
other titles as necessary listed on the cover page hereof shall have any powers,
duties or responsibilities under this Agreement or any of the other Loan
Documents, except in its capacity, as applicable, as the Administrative Agent or
a Lender hereunder.

      


      9.09                      
Administrative Agent
May File Proofs of Claim.

      


      In case
of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to any Loan Party, the Administrative Agent (irrespective of
whether the principal of any Loan shall then be due and payable as herein
expressed or by declaration or otherwise and irrespective of whether the
Administrative Agent shall have made any demand on the Borrower) shall be
entitled and empowered, by intervention in such proceeding or
otherwise:

      


      (a)           to
file and prove a claim for the whole amount of the principal and interest owing
and unpaid in respect of the Loans and all other Obligations that are owing and
unpaid and to file such other documents as may be necessary or advisable in
order to have the claims of the Lenders and the Administrative Agent (including
any claim for the reasonable compensation, expenses, disbursements and advances
of the Lenders and the Administrative Agent and their respective agents and
counsel and all other amounts due the Lenders and the Administrative Agent under
Sections 2.09
and 10.04)
allowed in such judicial proceeding; and

      


      (b)           to
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same;

      


      and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Lender to make such payments to the Administrative Agent and, in the event that
the Administrative Agent shall consent to the making of such payments directly
to the Lenders to pay to the Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 2.09
and 10.04.

      


      Nothing
contained herein shall be deemed to authorize the Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Lender any plan of
reorganization, arrangement, adjustment or composition affecting the Obligations
or the rights of any Lender or to authorize the Administrative Agent to vote in
respect of the claim of any Lender in any such proceeding.

      


      9.10                      
Guaranty
Matters.

      


      The
Lenders irrevocably authorize the Administrative Agent to release any Guarantor
from its obligations hereunder and under each of the other Loan Documents (a) to
the extent such release is requested by such Guarantor and the Borrower in
accordance the provisions set forth in Section 6.12(b)
hereof and upon the satisfaction of the conditions set 

       

      
        
          
          

        

        
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forth in
such Section
6.12(b) (as reasonably determined by the Administrative Agent) or (b) if
such Guarantor ceases to be a Subsidiary as a result of a transaction permitted
hereunder.  Upon request by the Administrative Agent at any time, the
Lenders will confirm in writing the Administrative Agent's authority to grant
releases and terminations pursuant to this Section 9.10.  Further,
the Administrative Agent is hereby authorized by the Lenders, upon the request
of any Guarantor released pursuant to Section 6.12(b)
hereof, to execute and deliver to such Guarantor a document (in form and
substance acceptable to the Administrative Agent) evidencing such
release.

      

      


       

      ARTICLE
X

       

      MISCELLANEOUS

      


      10.01                      Amendments,
Etc.

      


      No
amendment or waiver of any provision of this Agreement or any other Loan
Document, and no consent to any departure by the Borrower or any other Loan
Party therefrom, shall be effective unless in writing signed by the Required
Lenders and the Borrower or the applicable Loan Party, as the case may be, and
acknowledged by the Administrative Agent, and each such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given; provided, however, that no such
amendment, waiver or consent shall:

      


      (a)           waive
any condition set forth in Section 4.01(a)
without the written consent of each Lender;

      


      (b)           extend
or increase the Commitment of any Lender (or reinstate any Commitment terminated
pursuant to Section 8.02)
without the written consent of such Lender;

      


      (c)           postpone
any date fixed by this Agreement or any other Loan Document for any payment or
mandatory prepayment of principal, interest,
fees or other amounts due to the Lenders (or any of them) hereunder or under any
other Loan Document without the written consent of each Lender directly affected
thereby;

      


      (d)           reduce
the principal of, or the rate of interest specified herein on, any Loan, or
(subject to clause (iii) of the second proviso to this Section 10.01)
any fees or other amounts payable hereunder or under any other Loan Document, or
change the manner of computation of any financial ratio (including any change in
any applicable defined term) used in determining the Applicable Rate that would
result in a reduction of any interest rate on any Loan or any fee payable
hereunder without the written consent of each Lender directly affected thereby;
provided, however, that only
the consent of the Required Lenders shall be necessary to amend the definition
of “Default Rate” or to waive any obligation of the Borrower to pay interest at
the Default Rate;

      


      (e)           change
Section 2.13 or
Section 8.03 in
a manner that would alter the pro rata sharing of payments required thereby
without the written consent of each Lender;

      


      (f)           change
any provision of this Section or the definitions of “Required Lenders” or
any other provision hereof specifying the number or percentage of Lenders
required to amend, waive or otherwise modify any rights hereunder or make any
determination or grant any consent hereunder without the written consent of each
Lender; or

      


      (g)           release
(other than in accordance with the provisions of Section 9.10 hereof)
any Guarantor from the Guaranty or otherwise modify the material provisions
thereof without the written consent of each Lender;

      


      and,
provided further, that (i) no
amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above, affect the
rights or duties of the Administrative Agent under this Agreement or any other
Loan Document; (ii) Section 10.06(h)
may not be amended, waived or otherwise modified without the 

       

      
        
          
          

        

        
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      consent
of each Granting Lender all or any part of whose Loans are being funded by an
SPC at the time of such amendment, waiver or other modification; and (iii) the
Fee Letter may be amended, or rights or privileges thereunder waived, in a
writing executed only by the parties thereto.  Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to
approve or disapprove any amendment, waiver or consent hereunder, except that
the Commitment of such Lender may not be increased or extended without the
consent of such Lender.

      


      10.02                      Notices; Effectiveness;
Electronic Communication.

      


      (a)           Notices
Generally.  Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in subsection (b) below), all notices and other communications
provided for herein shall be in writing and shall be delivered by hand or
overnight courier service as follows, and all notices and other communications
expressly permitted hereunder to be given by telephone shall be made to the
applicable telephone number, as follows:

      


      (i)           if
to the Borrower or the Administrative Agent to the address specified for the
Borrower on Schedule 10.02;
and

      


      (ii)           if
to any other Lender, to the address specified in its Administrative
Questionnaire.

      


      Notices
and other communications sent by hand or overnight courier service shall be
deemed to have been given when received.  Notices and other
communications delivered through electronic communications to the extent
provided in subsection (b) below, shall be effective as provided in such
subsection (b).

      


      (b)           Electronic
Communications.  Notices and other communications to the
Lenders hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites) pursuant to procedures
approved by the Administrative Agent, provided that the
foregoing shall not apply to notices to any Lender pursuant to Article II if
such Lender has notified the Administrative Agent that it is incapable of
receiving notices under such Article by electronic
communication.  The Administrative Agent or the Borrower may, in their
respective discretion, agree to accept notices and other communications to it
hereunder by electronic communications pursuant to procedures approved by it,
provided that
approval of such procedures may be limited to particular notices or
communications.

      


      Unless
the Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the
sender’s receipt of an acknowledgement from the intended recipient (such as by
the “return receipt requested” function, as available, return e-mail or other
written acknowledgement), provided that if such
notice or other communication is not sent during the normal business hours of
the recipient, such notice or communication shall be deemed to have been sent at
the opening of business on the next business day for the recipient, and
(ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at
its e-mail address as described in the foregoing clause (i) of notification
that such notice or communication is available and identifying the website
address therefor.

      


      (c)           The
Platform.  THE PLATFORM IS PROVIDED “AS IS” AND “AS
AVAILABLE.”  THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE
ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE
PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE
BORROWER MATERIALS.  NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER
CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER
MATERIALS OR THE PLATFORM.  In no event shall the Administrative Agent
or any of its Related Parties (collectively, the “Agent Parties”) have
any liability to the Borrower, any Lender or any other Person for losses,
claims, damages, liabilities or expenses of any kind (whether in tort, contract
or otherwise) arising out of the Borrower’s or the Administrative Agent’s
transmission of Borrower Materials through the Internet, except to the extent
that such losses, claims, damages, liabilities or expenses are determined by a
court of competent jurisdiction by a final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Agent Party;
provided, however, that in no
event shall any Agent Party have any liability to the Borrower, any Lender or
any other Person for indirect, special, incidental, consequential or punitive
damages (as opposed to direct or actual damages).

      


      
        
          
          

        

        
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      (d)           Change of Address,
Etc.  Each of the Borrower and the Administrative Agent may
change its address, telecopier or telephone number for notices and other
communications hereunder by notice to the other parties hereto.  Each
other Lender may change its address, telecopier or telephone number for notices
and other communications hereunder by notice to the Borrower and the
Administrative Agent.  In addition, each Lender agrees to notify the
Administrative Agent from time to time to ensure that the Administrative Agent
has on record (i) an effective address, contact name, telephone number,
telecopier number and electronic mail address to which notices and other
communications may be sent and (ii) accurate wire instructions for such
Lender.

      


      (e)           Reliance by Administrative
Agent and Lenders.  The Administrative Agent and the Lenders
shall be entitled to rely and act upon any notices (including telephonic Loan
Notices) purportedly given by or on behalf of the Borrower even if (i) such
notices were not made in a manner specified herein, were incomplete or were not
preceded or followed by any other form of notice specified herein, or (ii) the
terms thereof, as understood by the recipient, varied from any confirmation
thereof.  The Borrower shall indemnify the Administrative Agent, each
Lender and the Related Parties of each of them from all losses, costs, expenses
and liabilities resulting from the reliance by such Person on each notice
purportedly given by or on behalf of the Borrower.  All telephonic
notices to and other telephonic communications with the Administrative Agent may
be recorded by the Administrative Agent, and each of the parties hereto hereby
consents to such recording.

      


      (f)           Delivery of
Consents/Responses by Lenders.  To the extent any consent,
acknowledgement, agreement or response is requested by the Administrative Agent
from one or more of the Lenders hereunder, unless otherwise specified in such
request (as determined in the discretion of the Administrative Agent) such
Lenders shall use good faith efforts provide any such consent, acknowledgement,
agreement or response within ten (10) days.

      


      10.03                      No Waiver; Cumulative
Remedies;
Enforcement.

      


      No
failure by any Lender or the Administrative Agent to exercise, and no delay by
any such Person in exercising, any right, remedy, power or privilege hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise of
any right, remedy, power or privilege hereunder preclude any other or further
exercise thereof or the exercise of any other right, remedy, power or
privilege.  The rights, remedies, powers and privileges herein
provided are cumulative and not exclusive of any rights, remedies, powers and
privileges provided by law.

      


      Notwithstanding
anything to the contrary contained herein or in any other Loan Document, the
authority to enforce rights and remedies hereunder and under the other Loan
Documents against the Loan Parties or any of them shall be vested exclusively
in, and all actions and proceedings at law in connection with such enforcement
shall be instituted and maintained exclusively by, the Administrative Agent in
accordance with Section 8.02 for the
benefit of all the Lenders; provided, however, that the
foregoing shall not prohibit (a) the Administrative Agent from exercising on its
own behalf the rights and remedies that inure to its benefit (solely in its
capacity as Administrative Agent) hereunder and under the other Loan Documents,
(b) any Lender from exercising setoff rights in accordance with Section 10.08
(subject to the terms of Section 2.13), or (c)
any Lender from filing proofs of claim or appearing and filing pleadings on its
own behalf during the pendency of a proceeding relative to any Loan Party under
any Debtor Relief Law; and provided, further, that if at
any time there is no Person acting as Administrative Agent hereunder and under
the other Loan Documents, then (i) the Required Lenders shall have the rights
otherwise ascribed to the Administrative Agent pursuant to Section 8.02 and (ii)
in addition to the matters set forth in clauses (b), (c) and (d) of the
preceding proviso and subject to Section 2.13, any
Lender may, with the consent of the Required Lenders, enforce any rights and
remedies available to it and as authorized by the Required Lenders.

      


      10.04                      Expenses; Indemnity; Damage
Waiver.

      


      (a)           Costs and
Expenses.  The Borrower shall pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates
(including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent), in connection with the syndication of the credit
facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or
any amendments, modifications or waivers of the provisions hereof or thereof


       

      
        
          
          

        

        
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(whether
or not the transactions contemplated hereby or thereby shall be consummated) and
(ii) all reasonable out-of-pocket expenses incurred by the Administrative
Agent or any Lender (including the fees, charges and disbursements of any
counsel for the Administrative Agent or any Lender), and shall pay all fees and
time charges for attorneys who may be employees of the Administrative Agent or
any Lender, in connection with the enforcement or protection of its rights
(A) in connection with this Agreement and the other Loan Documents,
including its rights under this Section, or (B) in connection with the
Loans made hereunder, including all such reasonable out-of-pocket expenses
incurred during any workout, restructuring or negotiations in respect of such
Loans.

      

      


      (b)           Indemnification by the
Borrower.  The Borrower shall indemnify the Administrative
Agent (and any sub-agent thereof), each Lender and each Related Party of any of
the foregoing Persons (each such Person being called an “Indemnitee”) against,
and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses (including the reasonable fees, charges and
disbursements of any counsel for any Indemnitee), and shall indemnify and hold
harmless each Indemnitee from all fees and time charges and disbursements for
attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or
asserted against any Indemnitee by any third party or by the Borrower or any
other Loan Party arising out of, in connection with, or as a result of
(i) the execution or delivery of this Agreement, any other Loan Document or
any agreement or instrument contemplated hereby or thereby, the performance by
the parties hereto of their respective obligations hereunder or thereunder, the
consummation of the transactions contemplated hereby or thereby, or, in the case
of the Administrative Agent (and any sub-agent thereof) and its Related Parties
only, the administration of this Agreement and the other Loan Documents
(including in respect of any matters addressed in Section 3.01),
(ii) any Loan or the use or proposed use of the proceeds therefrom,
(iii) any actual or alleged presence or release of Hazardous Materials on
or from any property owned or operated by the Borrower or any of its
Subsidiaries, or any Environmental Liability related in any way to the Borrower
or any of its Subsidiaries, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory, whether brought by a third
party or by the Borrower or any other Loan Party, and regardless of whether any
Indemnitee is a party thereto, in all cases, whether or not caused by or
arising, in whole or in part, out of the comparative, contributory or sole
negligence of the Indemnitee; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses (x) are determined
by a court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee or
(y) result from a claim brought by the Borrower or any other Loan Party
against an Indemnitee for breach in bad faith of such Indemnitee’s obligations
hereunder or under any other Loan Document, if the Borrower or such other Loan
Party has obtained a final and nonappealable judgment in its favor on such claim
as determined by a court of competent jurisdiction.

      


      (c)           Reimbursement by
Lenders.  To the extent that the Borrower for any reason fails
to indefeasibly pay any amount required under subsection (a) or (b) of
this Section to be paid by it to the Administrative Agent (or any sub-agent
thereof) or any Related Party of any of the foregoing, each Lender severally
agrees to pay to the Administrative Agent (or any such sub-agent) or such
Related Party, as the case may be, such Lender’s Applicable Percentage
(determined as of the time that the applicable unreimbursed expense or indemnity
payment is sought) of such unpaid amount, provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the
Administrative Agent (or any such sub-agent) in its capacity as such, or against
any Related Party of any of the foregoing acting for the Administrative Agent
(or any such sub-agent) in connection with such capacity.  The
obligations of the Lenders under this subsection (c) are subject to the
provisions of Section 2.12(d).

      


      (d)           Waiver of Consequential
Damages, Etc.  To the fullest extent permitted by applicable
law, the Borrower shall not assert, and hereby waive, any claim against any
Indemnitee, on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement, any other Loan Document or
any agreement or instrument contemplated hereby, the transactions contemplated
hereby or thereby, any Loan or the use of the proceeds thereof.  No
Indemnitee referred to in subsection (b) above shall be liable for any
damages arising from the use by unintended recipients of any information or
other materials distributed by it through telecommunications, electronic or
other information transmission systems in connection with this Agreement or the
other Loan Documents or the transactions contemplated hereby or
thereby.

      


      
        
          
          

        

        
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      (e)           Payments.  All
amounts due under this Section shall be payable not later than ten Business
Days after demand therefor.

      


      (f)           Survival.  The
agreements in this Section shall survive the resignation of the
Administrative Agent, the replacement of any Lender, the termination of the
Aggregate Commitments and the repayment, satisfaction or discharge of all the
other Obligations.

      


      10.05                      Payments Set
Aside.

      


      To the
extent that any payment by or on behalf of the Borrower is made to the
Administrative Agent or any Lender, or the Administrative Agent or any Lender
exercises its right of setoff, and such payment or the proceeds of such setoff
or any part thereof is subsequently invalidated, declared to be fraudulent or
preferential, set aside or required (including pursuant to any settlement
entered into by the Administrative Agent or such Lender in its discretion) to be
repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of
such recovery, the obligation or part thereof originally intended to be
satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such setoff had not occurred, and (b) each Lender
severally agrees to pay to the Administrative Agent upon demand its applicable
share (without duplication) of any amount so recovered from or repaid by the
Administrative Agent, plus interest thereon from the date of such demand to the
date such payment is made at a rate per annum equal to the Federal Funds Rate
from time to time in effect.  The obligations of the Lenders under
clause (b) of the preceding sentence shall survive the payment in full of
the Obligations and the termination of this Agreement.

      


      10.06                      Successors and
Assigns.

      


      (a)           Successors and Assigns
Generally.  The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except that neither the Borrower nor
any other Loan Party may assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of the Administrative
Agent and each Lender and no Lender may assign or otherwise transfer any of its
rights or obligations hereunder except (i) to an Eligible Assignee in accordance
with the provisions of subsection (b) of this Section, (ii) by way of
participation in accordance with the provisions of subsection (d) of this
Section, (iii) by way of pledge or assignment of a security interest subject to
the restrictions of subsection (f) of this Section, or (iv) to an SPC in
accordance with the provisions of subsection (h) of this Section (and any
other attempted assignment or transfer by any party hereto shall be null and
void).  Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby, Participants to the extent
provided in subsection (d) of this Section and, to the extent
expressly contemplated hereby, the Related Parties of each of the Administrative
Agent and the Lenders) any legal or equitable right, remedy or claim under or by
reason of this Agreement.

      


      (b)           Assignments by
Lenders.  Any Lender may at any time assign to one or more
assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans at the time owing to
it); provided
that any such assignment shall be subject to the following
conditions:

      


      (i)           Minimum
Amounts.

      


      (A)           in
the case of an assignment of the entire remaining amount of the assigning
Lender’s Commitment and the Loans at the time owing to it or in the case of an
assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no minimum
amount need be assigned; and

      


      (B)           in
any case not described in subsection (b)(i)(A) of this Section, the aggregate
amount of the Commitment (which for this purpose includes Loans outstanding
thereunder) or, if the Commitment is not then in effect, the principal
outstanding balance of the Loans of the assigning Lender subject to each such
assignment, determined as of the date the Assignment and Assumption with respect
to such assignment is delivered to the Administrative Agent or, if “Trade Date”
is specified in the Assignment and Assumption, as of the Trade Date, shall not
be less than $5,000,000 unless each of the Administrative Agent and, so long as
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Event of
Default has occurred and is continuing, the Borrower otherwise consents (each
such consent not to be unreasonably withheld or delayed); provided, however,
that concurrent assignments to members of an Assignee Group and concurrent
assignments from members of an Assignee Group to a single Eligible Assignee (or
to an Eligible Assignee and members of its Assignee Group) will be treated as a
single assignment for purposes of determining whether such minimum amount has
been met.

      

      


      (ii)           Proportionate
Amounts.  Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and
obligations under this Agreement with respect to the Loans or the Commitment
assigned;

      


      (iii)           Required
Consents.  No consent shall be required for any assignment
except to the extent required by subsection (b)(i)(B) of this Section and, in
addition:

      


      (A)           the
consent of the Borrower (such consent not to be unreasonably withheld or
delayed) shall be required unless (1) an Event of Default has occurred and is
continuing at the time of such assignment or (2) such assignment is to a Lender,
an Affiliate of a Lender or an Approved Fund; and

      


      (B)           the
consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed) shall be required if such assignment is to a Person that is
not a Lender, an Affiliate of such Lender or an Approved Fund with respect to
such Lender.

      


      (iv)           Assignment and
Assumption.  The parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Assumption, together with
a processing and recordation fee in the amount of $3,500 or the amount otherwise
set forth on Schedule
10.06; provided, however, that the Administrative Agent may, in its sole
discretion, elect to waive such processing and recordation fee in the case of
any assignment.  The assignee, if it is not a Lender, shall deliver to
the Administrative Agent an Administrative Questionnaire.

      


      (v)           No Assignment to
Borrower.  No such assignment shall be made to the Borrower or
any of the Borrower’s Affiliates or Subsidiaries.

      


      (vi)           No Assignment to Natural
Persons.  No such assignment shall be made to a natural
person.

      


      Subject
to acceptance and recording thereof by the Administrative Agent pursuant to
subsection (c) of this Section, from and after the effective date specified in
each Assignment and Assumption, the assignee thereunder shall be a party to this
Agreement and, to the extent of the interest assigned by such Assignment and
Assumption, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Assumption, be released from its obligations
under this Agreement (and, in the case of an Assignment and Assumption covering
all of the assigning Lender’s rights and obligations under this Agreement, such
Lender shall cease to be a party hereto) but shall continue to be entitled to
the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to
facts and circumstances occurring prior to the effective date of such
assignment.  Upon request, the Borrower (at its expense) shall execute
and deliver a Note to the assignee Lender.  Any assignment or transfer
by a Lender of rights or obligations under this Agreement that does not comply
with this subsection shall be treated for purposes of this Agreement as a sale
by such Lender of a participation in such rights and obligations in accordance
with subsection (d) of this Section.

      


      (c)           Register.  The
Administrative Agent, acting solely for this purpose as an agent of the
Borrower, shall maintain at the Administrative Agent’s Office a copy of each
Assignment and Assumption delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitments of, and principal
amounts of the Loans owing to, each Lender pursuant to the terms hereof from
time to time (the “Register”).  The
entries in the Register shall be conclusive, absent manifest error, and the
Borrower, the Administrative Agent and the Lenders may treat each Person whose
name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary.  The Register shall be available for inspection by the
Borrower at any reasonable time and from time to time upon reasonable prior
notice.  In addition, at any time that a request for a consent for a
material or substantive change to the Loan Documents is pending, any Lender may
request and receive from the Administrative Agent a copy of the
Register.

      


      
        
          
          

        

        
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      (d)           Participations.  Any
Lender may at any time, without the consent of, or notice to, the Borrower or
the Administrative Agent, sell participations to any Person (other than a
natural person, the Borrower or any of the Borrower’s Affiliates or
Subsidiaries) (each, a “Participant”) in all
or a portion of such Lender’s rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or the Loans owing to it);
provided that
(i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrower, the
Administrative Agent and the Lenders shall continue to deal solely and directly
with such Lender in connection with such Lender’s rights and obligations under
this Agreement.

      


      Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of
any  provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, waiver or other modification
described in the first proviso to Section 10.01
that affects such Participant.  Subject to subsection (e) of this
Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 3.01,
3.04 and 3.05 to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to
subsection (b) of this Section.  To the extent permitted by law,
each Participant also shall be entitled to the benefits of Section 10.08 as though it were a
Lender, provided such
Participant agrees to be subject to Section 2.13 as
though it were a Lender.

      


      (e)           Limitations upon Participant
Rights.  A Participant shall not be entitled to receive any
greater payment under Section 3.01 or
3.04 than the applicable
Lender would have been entitled to receive with respect to the participation
sold to such Participant, unless the sale of the participation to such
Participant is made with the Borrower’s prior written consent.  A
Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 3.01
unless the Borrower is notified of the participation sold to such Participant
and such Participant agrees, for the benefit of the Borrower, to comply with
Section 3.01(e)
as though it were a Lender.

      


      (f)           Certain
Pledges.  Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement
(including under its Note, if any) to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve
Bank; provided
that no such pledge or assignment shall release such Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

      


      (g)           Intentionally
Omitted.

      


      (h)           Special Purpose Funding
Vehicles.  Notwithstanding anything to the contrary contained
herein, any Lender (a “Granting Lender”) may
grant to a special purpose funding vehicle identified as such in writing from
time to time by the Granting Lender to the Administrative Agent and the Borrower
(an “SPC”) the
option to provide all or any part of any Loan that such Granting Lender would
otherwise be obligated to make pursuant to this Agreement; provided that (i)
nothing herein shall constitute a commitment by any SPC to fund any Loan, and
(ii) if an SPC elects not to exercise such option or otherwise fails to make all
or any part of such Loan, the Granting Lender shall be obligated to make such
Loan pursuant to the terms hereof or, if it fails to do so, to make such payment
to the Administrative Agent as is required under Section 2.12(b)(ii).  Each
party hereto hereby agrees that (i) neither the grant to any SPC nor the
exercise by any SPC of such option shall increase the costs or expenses or
otherwise increase or change the obligations of the Borrower under this
Agreement (including its obligations under Section 3.04),
(ii) no SPC shall be liable for any indemnity or similar payment obligation
under this Agreement for which a Lender would be liable, and (iii) the Granting
Lender shall for all purposes, including the approval of any amendment, waiver
or other modification of any provision of any Loan Document, remain the lender
of record hereunder.  The making of a Loan by an SPC hereunder shall
utilize the Commitment of the Granting Lender to the same extent, and as if,
such Loan were made by such Granting Lender.  In furtherance of the
foregoing, each party hereto hereby agrees (which agreement shall survive the
termination of this Agreement) that, prior to the date that is one year and one
day after the payment in full of all outstanding commercial paper or other
senior debt of any SPC, it will not institute against, or join any other Person
in instituting against, such SPC any bankruptcy, reorganization, arrangement,
insolvency, or liquidation proceeding under the laws of the United States or any
State thereof.  Notwithstanding anything to the contrary contained
herein, any SPC may (i) with notice to, but without prior consent of the
Borrower and the Administrative Agent and with the payment of a processing fee
in the amount of $3,500, assign all or any portion of its right to receive
payment with respect to any Loan to the Granting Lender and (ii) disclose on a
confidential basis any non-public information relating to its funding of Loans
to any rating agency, commercial paper dealer or provider of any surety or
Guarantee or credit or liquidity enhancement to such SPC.

      


      
        
          
          

        

        
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      10.07                      Treatment of Certain
Information; Confidentiality.

      


      Each of
the Administrative Agent and the Lenders agrees to maintain the confidentiality
of the Information (as defined below), except that Information may be disclosed
(a) to its Affiliates and to its and its Affiliates’ respective partners,
directors, officers, employees, agents, trustees, advisors and representatives
(it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep
such Information confidential), (b) to the extent requested by any regulatory
authority purporting to have jurisdiction over it (including any self-regulatory
authority, such as the National Association of Insurance Commissioners), (c) to
the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party hereto, (e) in connection with the
exercise of any remedies hereunder or under any other Loan Document or any
action or proceeding relating to this Agreement or any other Loan Document or
the enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i)
any assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement or (ii) any actual or
prospective counterparty (or its advisors) to any swap or derivative transaction
relating to the Borrower and its obligations, (g) with the consent of the
Borrower or (h) to the extent such Information (x) becomes publicly available
other than as a result of a breach of this Section or (y) becomes available
to the Administrative Agent, any Lender or any of their respective Affiliates on
a nonconfidential basis from a source other than the Borrower.

      


      For
purposes of this Section, “Information” means
all information received from the Borrower or any Subsidiary relating to the
Borrower or any Subsidiary or any of their respective businesses, other than any
such information that is available to the Administrative Agent or any Lender on
a nonconfidential basis prior to disclosure by the Borrower or any Subsidiary,
provided that,
in the case of information received from the Borrower or any Subsidiary after
the date hereof, such information is clearly identified at the time of delivery
as confidential.  Any Person required to maintain the confidentiality
of Information as provided in this Section shall be considered to have
complied with its obligation to do so if such Person has exercised the same
degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.

      


      Each of
the Administrative Agent and the Lenders acknowledges that (a) the Information
may include material non-public information concerning the Borrower or a
Subsidiary, as the case may be, (b) it has developed compliance procedures
regarding the use of material non-public information and (c) it will handle such
material non-public information in accordance with applicable Law, including
Federal and state securities Laws.

      


      10.08                      Right of
Setoff.

      


      If an
Event of Default shall have occurred and be continuing, each Lender and each of
their respective Affiliates is hereby authorized at any time and from time to
time, to the fullest extent permitted by applicable law, to set off and apply
any and all deposits (general or special, time or demand, provisional or final,
in whatever currency) at any time held and other obligations (in whatever
currency) at any time owing by such Lender or any such Affiliate to or for the
credit or the account of the Borrower or any other Loan Party against any and
all of the obligations of the Borrower or such Loan Party now or hereafter
existing under this Agreement or any other Loan Document to such Lender,
irrespective of whether or not such Lender shall have made any demand under this
Agreement or any other Loan Document and although such obligations of the
Borrower or such Loan Party may be contingent or unmatured or are owed to a
branch or office of such Lender different from the branch or office holding such
deposit or obligated on such indebtedness.  The rights of each Lender
and their respective Affiliates under this Section are in addition to other
rights and remedies (including other rights of setoff) that such Lender or their
respective Affiliates may have.  Each Lender agrees to notify the
Borrower and the Administrative Agent promptly after any such setoff and
application, provided that the
failure to give such notice shall not affect the validity of such setoff and
application.

      


      
        
          
          

        

        
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      10.09                      Interest Rate
Limitation.

      


      Notwithstanding
anything to the contrary contained in any Loan Document, the interest paid or
agreed to be paid under the Loan Documents shall not exceed the maximum rate of
non-usurious interest permitted by applicable Law (the “Maximum
Rate”).  If the Administrative Agent or any Lender shall
receive interest in an amount that exceeds the Maximum Rate, the excess interest
shall be applied to the principal of the Loans or, if it exceeds such unpaid
principal, refunded to the Borrower.  In determining whether the
interest contracted for, charged, or received by the Administrative Agent or a
Lender exceeds the Maximum Rate, such Person may, to the extent permitted by
applicable Law, (a) characterize any payment that is not principal as an
expense, fee, or premium rather than interest, (b) exclude voluntary prepayments
and the effects thereof, and (c) amortize, prorate, allocate, and spread in
equal or unequal parts the total amount of interest throughout the contemplated
term of the Obligations hereunder.

      


      10.10                      Counterparts; Integration;
Effectiveness.

      


      This
Agreement may be executed in counterparts (and by different parties hereto in
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract.  This
Agreement and the other Loan Documents constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof.  Except as provided in Section 4.01,
this Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received
counterparts hereof that, when taken together, bear the signatures of each of
the other parties hereto.  Delivery of an executed counterpart of a
signature page of this Agreement by telecopy or other electronic imaging means
shall be effective as delivery of a manually executed counterpart of this
Agreement.

      


      10.11                      Survival of Representations
and Warranties.

      


      All
representations and warranties made hereunder and in any other Loan Document or
other document delivered pursuant hereto or thereto or in connection herewith or
therewith shall survive the execution and delivery hereof and
thereof.  Such representations and warranties have been or will be
relied upon by the Administrative Agent and each Lender, regardless of any
investigation made by the Administrative Agent or any Lender or on their behalf
and notwithstanding that the Administrative Agent or any Lender may have had
notice or knowledge of any Default at the time of any Borrowing, and shall
continue in full force and effect as long as any Loan or any other Obligation
hereunder shall remain unpaid or unsatisfied.

      


      10.12                      Severability.

      


      If any
provision of this Agreement or the other Loan Documents is held to be illegal,
invalid or unenforceable, (a) the legality, validity and enforceability of the
remaining provisions of this Agreement and the other Loan Documents shall not be
affected or impaired thereby and (b) the parties shall endeavor in good faith
negotiations to replace the illegal, invalid or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to that
of the illegal, invalid or unenforceable provisions.  The invalidity
of a provision in a particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

      


      10.13                      Replacement of
Lenders.

      


      If any
Lender requests compensation under Section 3.04, or
if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01, or
if any Lender is a Defaulting Lender, then the Borrower may, at its sole expense
and effort, upon notice to such Lender and the Administrative Agent, require
such Lender to assign and delegate, without recourse (in accordance with and
subject to the restrictions contained in, and consents required by, Section 10.06),
all of its interests, rights and obligations under this Agreement and the
related Loan Documents to an assignee that shall assume such obligations (which
assignee may be another Lender, if a Lender accepts such assignment), provided
that:

      


      
        
          
          

        

        
          60

          
            

          

        

        
          
          

        

      

      (a)           the
Borrower shall have paid to the Administrative Agent the assignment fee
specified in Section 10.06(b);

      


      (b)           such
Lender shall have received payment of an amount equal to the outstanding
principal of its Loans, accrued interest thereon, accrued fees and all other
amounts payable to it hereunder and under the other Loan Documents (including
any amounts under Section 3.05)
from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrower (in the case of all other
amounts);

      


      (c)           in
the case of any such assignment resulting from a claim for compensation under
Section 3.04 or
payments required to be made pursuant to Section 3.01,
such assignment will result in a reduction in such compensation or payments
thereafter; and

      


      (d)           such
assignment does not conflict with applicable Laws.

      


      A Lender
shall not be required to make any such assignment or delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Borrower to require such assignment and delegation cease to
apply.

      


      10.14                      Governing Law; Jurisdiction;
Etc.

      


      (a)           GOVERNING
LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NORTH CAROLINA.

      


      (b)           SUBMISSION TO
JURISDICTION.  THE BORROWER AND EACH OTHER LOAN PARTY
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NORTH CAROLINA SITTING
IN MECKLENBURG COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE WESTERN
DISTRICT OF NORTH CAROLINA, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF
THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN
RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH
NORTH CAROLINA STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A
FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW.  NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN
DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER MAY
OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN PARTY OR ITS
PROPERTIES IN THE COURTS OF ANY JURISDICTION.

      


      (c)           WAIVER OF
VENUE.  THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS
SECTION.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM
TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

      


      
        
          
          

        

        
          61

          
            

          

        

        
          
          

        

      

      (d)           SERVICE OF
PROCESS.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02.  NOTHING
IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN
ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

      


      10.15                      Waiver of Jury
Trial.

      


      EACH
PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED
ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS,
THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

      


      10.16                      No Advisory or Fiduciary
Responsibility.

      


      In
connection with all aspects of each transaction contemplated hereby, the
Borrower acknowledges and agrees, and acknowledges their Affiliates’
understanding, that: (i) the term loans provided for hereunder and any related
arranging or other services in connection therewith (including in connection
with any amendment, waiver or other modification hereof or of any other Loan
Document) are an arm’s-length commercial transaction between the Borrower, each
other Loan Party and their respective Affiliates, on the one hand, and the
Administrative Agent and the Arranger, on the other hand, and the Borrower and
each other Loan Party is capable of evaluating and understanding and understands
and accepts the terms, risks and conditions of the transactions contemplated
hereby and by the other Loan Documents (including any amendment, waiver or other
modification hereof or thereof); (ii) in connection with the process leading to
such transaction, the Administrative Agent and the Arranger each is and has been
acting solely as a principal and is not the financial advisor, agent or
fiduciary, for the Borrower, any other Loan Party or any of their respective
Affiliates, stockholders, creditors or employees or any other Person; (iii)
neither the Administrative Agent nor the Arranger has assumed or will assume an
advisory, agency or fiduciary responsibility in favor of the Borrower or any
other Loan Party with respect to any of the transactions contemplated hereby or
the process leading thereto, including with respect to any amendment, waiver or
other modification hereof or of any other Loan Document (irrespective of whether
the Administrative Agent or the Arranger has advised or is currently advising
the Borrower, any other Loan Party or any of their respective Affiliates on
other matters) and neither the Administrative Agent nor the Arranger has any
obligation to the Borrower, any other Loan Party or any of their respective
Affiliates with respect to the transactions contemplated hereby except those
obligations expressly set forth herein and in the other Loan Documents; (iv) the
Administrative Agent and the Arranger and their respective Affiliates may be
engaged in a broad range of transactions that involve interests that differ from
those of the Borrower, the other Loan Parties and their respective Affiliates,
and neither the Administrative Agent nor the Arranger has any obligation to
disclose any of such interests by virtue of any advisory, agency or fiduciary
relationship; and (v) the Administrative Agent and the Arranger have not
provided and will not provide any legal, accounting, regulatory or tax advice
with respect to any of the transactions contemplated hereby (including any
amendment, waiver or other modification hereof or of any other Loan Document)
and each of the Borrower and the other Loan Parties has consulted its own legal,
accounting, regulatory and tax advisors to the extent it has deemed
appropriate.  The Borrower hereby waives and releases, to the fullest
extent permitted by law, any claims that it may have against the Administrative
Agent and the Arranger with respect to any breach or alleged breach of agency or
fiduciary duty.

      


      10.17                      USA PATRIOT Act
Notice.

      


      Each
Lender that is subject to the Act (as hereinafter defined) and the
Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required
to obtain, verify and record information 

       

      
        
          
          

        

        
          62

          
            

          

        

        
          
          
that
identifies the Borrower, which information includes the name and address of the
Borrower and other information that will allow such Lender or the Administrative
Agent, as applicable, to identify the Borrower in accordance with the
Act.  The Borrower shall, promptly following a request by the
Administrative Agent or any Lender, provide all documentation and other
information that the Administrative Agent or such Lender requests in order to
comply with its ongoing obligations under applicable "know your customer" and
anti-money laundering rules and regulations, including the
Act.

      

      


      10.18                      Electronic
Execution of Assignments and Certain Other Documents.

      


      The words
"execution," "signed," "signature" and words of like import in any Assignment
and Assumption or in any amendment or other modification hereof (including
waivers and consents) shall be deemed to include electronic signatures or the
keeping of records in electronic form, each of which shall be of the same legal
effect, validity or enforceability as a manually executed signature or the use
of a paper-based recordkeeping system, as the case may be, to the extent and as
provided for in any applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act, or any other similar state laws based on the Uniform Electronic
Transactions Act (including the North Carolina Uniform Electronic Transactions
Act).

      


      10.19                      Time of the
Essence.

      


      Time is
of the essence of the Loan Documents.

      


      10.20                      Entire
Agreement.

      


      THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN
ORAL AGREEMENTS AMONG THE PARTIES.

      


      [remainder
of page left intentionally blank – signature pages, exhibits and schedules to
follow]

      


      



      
        
          
             

          

           


        

        
          63

          
            

          

        

        
           


        

      



     

    IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed as of the date
first above written.

    


    
      	
              BORROWER:

               

               

               

               

               

               

            	
              Tanger
      Properties Limited Partnership,

                 a
      North Carolina limited partnership

               

              By:  Tanger
      GP Trust, its sole general partner

               

               

              By:          
      /s/ Stanley K.
      Tanger

                   Stanley
      K. Tanger

              Chairman
      of the Board

              Chief
      Executive Officer

            


    

    


     (Signatures
continued on next page)

    



    
      
        
           

        

         


      

      
          S
-1

        
          

        

      

      
         


      

    


    


    


    LENDERS/AGENT:                                                                BANK OF AMERICA,
N.A.,

    individually in its capacity as
Administrative Agent

    


    


    


    By:      /s/
Susan
Vercauteren                                                

    Name:  Susan Vercauteren

    Title:  Senior Vice President

    


    


    [signature
pages continue]


    
      
         


      

      
        S-2 


        
          

        

      

      
         


      

    


    


    BANK OF AMERICA,
N.A.,

    individually in its capacity as a
Lender

    


    


    


    By:           /s/
Susan
Vercauteren                                                 

    Name:    Susan
Vercauteren    

    Title:    
Senior Vice President


    


    [signature
pages continue]


    
      
         


      

      
        S-3 


        
          

        

      

      
         


      

    


    


    


    WELLS FARGO BANK, NATIONAL
ASSOCIATION,

    individually in its capacity as a
Lender

    


    


    


    By:         /s/
Kerry
Richards                                           

    Name:  
Kerry Richards

    Title:    
Vice President 


    


    [signature
pages continue]


    
      
        
           

        

         


      

      
        S-4 


        
          

        

      

      
         


      

    


    


    


    BRANCH BANKING AND TRUST
COMPANY, as a Lender

    


    


    By:       /s/
Jennifer L.
Cudd                                              

    Name:  
Jennifer Cudd

    Title:    
Senior Vice President


    


    [signature
pages continue]


    
      
         


      

      
        S-5 


        
          

        

      

      
         


      

    


    


    


    RAYMOND JAMES BANK, FSB, as a
Lender

    


    


    By:         /s/
James M.
Armstrong                                             

    Name:   
James M. Armstrong 

    Title:    
Vice President


    


    [signature
pages continue]


    
      
         


      

      
        S-6 


        
          

        

      

      
         


      

    


    


    


    PNC BANK, NATIONAL
ASSOCIATION, as a Lender

    


    


    By:        /s/
Andrew T.
White                                          

    Name:  
Andrew T. White

    Title:    
Vice President


    


    [signature
pages continue]


    
      
         


      

      
        S-7 


        
          

        

      

      
         


      

    


    


    


    SCOTIABANC INC, as a
Lender

    


    


    By:        /s/
J. F.
Todd                                              

    Name:  
J. F. Todd

    Title:   
Managing Director


    


    [signature
pages continue]


    
      
         


      

      
        S-8 


        
          

        

      

      
         


      

    


    


    


    REGIONS BANK, as a
Lender

    


    


    By:      /s/
Kerri
Raines                                                

    Name:  
Kerri Raines

    Title:    
Vice President


    



    
      
         


      

      
        S-9 


        
          

        

      

      
         


      

    


    COMPASS BANK, as a
Lender

    


    


    By:        /s/
Johanna Duke
Paley                                              

    Name:  Johanna
Duke Paley

    Title:   
Senior Vice President


    



    
      
         


      

      
        S-10 


        
          

        

      

      
         


      

    


    SUNTRUST BANK, as a
Lender

    


    


    By:     /s/
Gregory T.
Horstman                                                 

    Name:  Gregory
T. Horstman

    Title:   
Senior Vice President


    


    [signature
pages end]

    


    



    
      
         


      

      
        S-11

        
          

        

      

      
         


      

    


    SCHEDULE 2.01

    COMMITMENTS

    AND
APPLICABLE PERCENTAGES

    


    


    
      	
              Lender

            	
              Commitment

            	
              Applicable
      Percentage

            
	
              Bank
      of America, N.A.

            	
              $50,000,000.00

            	
               

              21.2766%

            
	
              Wells
      Fargo Bank, National Association

            	
              $50,000,000.00

            	
              21.2766%

            
	
              Branch
      Banking and Trust Company

            	
              $25,000,000.00

            	
              10.6383%

            
	
              PNC
      Bank, National Association

            	
              $25,000,000.00

            	
              10.6383%

            
	
              Scotiabanc
      Inc.

            	
              $20,000,000.00

            	
              8.5106%

            
	
              Compass
      Bank

            	
              $20,000,000.00

            	
              8.5106%

            
	
              Regions
      Bank

            	
              $20,000,000.00

            	
              8.5106%

            
	
              Raymond
      James Bank, FSB

            	
              $15,000,000.00

            	
              6.3830%

            
	
              SunTrust
      Bank

            	
              $10,000,000.00

            	
              4.2554%

            
	 
      	 
      	 
      
	
              TOTAL:

            	
              $235,000,000.00

            	
              100.000000000%

            


    

     

    


     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE 5.05

     

    SUPPLEMENT
TO INTERIM FINANCIAL STATEMENTS

    


    


    Except as
specifically set forth below, the unaudited consolidated balance sheet of the
Parent and its Subsidiaries dated March 31, 2008 as filed in Form 10-Q with the
Securities and Exchange Commission on May 9, 2008, represents, in all material
respects, all material indebtedness and other liabilities, direct or contingent,
of the Parent and its consolidated Subsidiaries as of May 21, 2008.

    


    


    Unsecured
Lines of
Credit                                                                                     $182,200,000

     

    


     

    


     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE 5.06

    


    LITIGATION

    


    


    


    
      	
              1.  

            	
              There
      are approximately ten (10) lawsuits filed in various jurisdictions which
      involve “slip and fall” events alleged to have occurred at various
      shopping center locations.  These actions are being defended by
      the applicable insurance carrier, and the Borrower and Guarantor have no
      reason to expect that any claim which might prevail would be in excess of
      the insurance coverage.

            


    

    


    


    
      	
              2.  

            	
              Potential
      Claim -Pittsburgh Project, TIF
Financing

            


    

    


    Tanger
Properties Limited Partnership purchased property in Washington County,
Pennsylvania and is currently developing a shopping center on that
property.  Tanger sought through its local counsel Dusty Kirk TIF
financing and NID financing.  A lawsuit or series of lawsuits have
been filed with respect to challenging the approval of the TIF.  As of
this date, certain of those lawsuits are pending.  No adverse
determination has been made.  The lawsuits do not name Tanger as a
party.

    


    However,
although Tanger is not named as a party, in the event the challengers should
succeed and the TIF becomes disqualified, Tanger would be obligated to pay the
purchasers of the bonds an amount equal to the outstanding principal amount of
the bonds and interest thereon.

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE 5.09

    


    ENVIRONMENTAL
MATTERS

    


    


    


    


    NONE

    


    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    SCHEDULE 5.10

    


    INSURANCE

    


    [On
file with Administrative Agent.]

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE 5.13

    


    SUBSIDIARIES
AND

    OTHER
EQUITY INVESTMENTS

    


    
 

    
      


        
          
             


          

          
             


            
              

            

          

          
             


            
              Schedule
5.13

            

          

        


        TANGER
ORGANIZATIONAL STRUCTURE

        


        Tanger
Factory Outlet Centers, Inc. is the sole shareholder of two qualified REIT
subsidiaries, Tanger GP Trust and Tanger LP Trust.

        


        Operating
Partnership

        Tanger GP
Trust is a 1 percent general partner of Tanger Properties Limited Partnership,
Tanger LP Trust is an 83 percent limited partner in Tanger Properties Limited
Partnership, and the Tanger Family Limited Partnership is a 16 percent limited
partner in Tanger Properties Limited Partnership.

        


        Operating
Partnership Wholly Owned Entities

        Tanger
Properties Limited Partnership is the sole shareholder of Tanger Development
Corporation.

        


        Tanger
Properties Limited Partnership is the sole member of the following:

         

        
          	
                  Tanger
      Devco, LLC

                  Tanger
      Piedmont, LLC*

                  Tanger
      Deer Park, LLC*

                  Tanger
      Phoenix, LLC*

                	
                  Tanger
      WD, LLC*

                  Tanger
      COROC, LLC*

                  Tanger
      PSL, LLC*

                  Tanger
      COROC II, LLC*

                


        

         

        *
Denotes Tanger Devco, LLC as manager

        


        COROC
Portfolio

        Tangers
COROC, LLC and Tanger COROC II, LLC are 33 percent and 67 percent members,
respectively, of COROC Holdings, LLC

        


        COROC
Holdings, LLC is the sole member of the following:

         

        
          	
                  COROC/Hilton
      Head I, LLC COROC/Rehobeth II, LLC

                  COROC/Hilton
      Head II, LLC

                  COROC/Rehobeth
      III, LLC

                  COROC/Lakes
      Region, LLC

                  COROC/Riviera,
      LLC

                  COROC/Lincoln
      City, LLC

                  COROC/Tuscola,
      LLC

                	
                  COROC/Park
      City, LLC

                  COROC/Clinton
      WR, LLC

                  COROC/Myrtle
      Beach, LLC

                  COROC/Clinton
      CHR, LLC

                  COROC/Rehobeth
      I, LLC COROC/Westbrook II, LLC

                  COROC/Tilton,
      LLC COROC/Westbrook I, LLC

                


        

        


        Joint
Ventures

        Tanger
Properties Limited Partnership owns a 50 percent direct membership interest in
TWMB Associates, LLC, a 50 percent indirect membership interest in Tanger
Wisconsin Dells, LLC via its sole membership interest in Tanger WD, LLC, and a
33 percent interest in Deer Park Enterprise, LLC, DPE Mezz, LLC, and Deer Park
Warehouse, LLC (formation anticipated by June 10, 2008), via its sole membership
interest in Tanger Deer Park, LLC.

         

         

         

         

      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule 5.13
(continued)

    


    
      	
              Name
      of Subsidiary

            	
              State
      of Formation

            
	
              Tanger
      Devco, LLC

            	
              North
      Carolina limited liability company

            
	
              Tanger
      Development Corporation

            	
              North
      Carolina corporation

            
	
              Tanger
      WD, LLC

            	
              North
      Carolina limited liability company

            
	
              Tanger
      Deer Park, LLC

            	
              North
      Carolina limited liability company

            
	
              Tanger
      PSL, LLC

            	
              North
      Carolina limited liability company

            
	
              Tanger
      Phoenix, LLC

            	
              North
      Carolina limited liability company

            
	
              Tanger
      Piedmont, LLC

            	
              North
      Carolina limited liability company

            
	
              Tanger
      COROC, LLC

            	
              North
      Carolina limited liability company

            
	
              Tanger
      COROC II, LLC

            	
              North
      Carolina limited liability company

            
	
              COROC
      Holdings L.L.C.

            	
              Delaware
      limited liability company

            
	
              COROC/Hilton
      Head I L.L.C.

            	
              Delaware
      limited liability company

            
	
              COROC/Hilton
      Head II L.L.C.

            	
              Delaware
      limited liability company

            
	
              COROC/Lakes
      Region L.L.C.

            	
              Delaware
      limited liability company

            
	
              COROC/Lincoln
      City L.L.C.

            	
              Delaware
      limited liability company

            
	
              COROC/Myrtle
      Beach L.L.C.

            	
              Delaware
      limited liability company

            
	
              COROC/Park
      City L.L.C.

            	
              Delaware
      limited liability company

            
	
              COROC/Rehoboth
      I L.L.C.

            	
              Delaware
      limited liability company

            
	
              COROC/Rehoboth
      II L.L.C.

            	
              Delaware
      limited liability company

            
	
              COROC/Rehoboth
      III L.L.C.

            	
              Delaware
      limited liability company

            
	
              COROC/Riviera
      L.L.C.

            	
              Delaware
      limited liability company

            
	
              COROC/Tuscola
      L.L.C.

            	
              Delaware
      limited liability company

            
	
              COROC/Westbrook
      I L.L.C.

            	
              Delaware
      limited liability company

            
	
              COROC/Westbrook
      II L.L.C.

            	
              Delaware
      limited liability company

            
	
              COROC/Clinton
      CHR L.L.C.

            	
              Delaware
      limited liability company

            
	
              COROC/Clinton
      WR L.L.C.

            	
              Delaware
      limited liability company

            
	
              COROC/Tilton
      L.L.C.

            	
              Delaware
      limited liability company

            
	
              Name
      of Joint Venture

            	
              State
      of Formation

            
	
              Tanger
      Wisconsin Dells, LLC

            	
              Wisconsin
      limited liability company

            
	
              TWMB
      Associates, LLC

            	
              North
      Carolina limited liability company

            
	
              DPE
      Mezz, LLC

            	
              Delaware
      limited liability company

            
	
              Deer
      Park Warehouse, LLC

              (formation anticipated by June
      10, 2008)

            	
              Delaware  limited
      liability company

                   (anticipated)

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule 5.13
(continued)

    


    


    The
Operating Agreements with respect to Joint Ventures generally contain the
following terms, and it is anticipated that similar terms will be included in
future operating agreements which would create Joint Ventures of which Borrower
would be a Member:

    


    
      	
              •  

            	
              initial
      and mandatory capital contribution calls for transaction costs incurred in
      the acquisition of property, the purchase price for the property and other
      costs of development;

            


    

    


    
      	
              •  

            	
              Member
      loans for due diligence expenses as contemplated by the development
      budget;

            


    

    


    
      	
              •  

            	
              additional
      capital contributions upon call of Managing Member with the approval of
      majority of Members (based on circumstances, may treat contribution made
      as loans or cause a proportionate reduction in membership interest of
      Member who does not satisfy the
call);

            


    

    


    
      	
              •  

            	
              requirement
      to guaranty and indemnify with respect to loans from institutional
      lenders;

            


    

    


    
      	
              •  

            	
              if
      a Member defaults or otherwise is deemed terminated (triggering events
      include but are not limited to becoming bankrupt, dissolving, material
      breach of Operating Agreement), its interest may be bought out by other
      Members;

            


    

    


    
      	
              •  

            	
              a
      buy-sell procedure which allows a Member to initiate a buy-sell process
      upon notice to other Members;

            


    

    


    
      	
              •  

            	
              a
      forced sale mechanism which may require the Joint Venture to sell property
      (in the alternative Members may purchase such Member’s
      interest);

            


    

    


    
      	
              •  

            	
              right
      of first refusal if a Member receives a bona fide offer to purchase its
      interest or wishes to sell its
interest.

            


    

    


    With
respect to DPE Mezz, LLC there is currently an outstanding  call for a
capital contribution, which amount is immaterial.  With respect to
Deer Park Warehouse LLC (which is anticipated to be formed on or about June 10,
2008) there is (or will be) an outstanding call for an initial capital
contribution, which amount is immaterial.

    


    With
respect to Joint Ventures of which Borrower is a Member, there
currently  are no outstanding options, warrants, rights of conversion
or purchase and other similar rights with respect thereto that would have the
effect of dilution of the percentage of Borrower’s ownership of the Joint
Venture.

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE 5.17

    


    INTELLECTUAL
PROPERTY MATTERS

    


    


    


    


    


    NONE

    


    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    SCHEDULE 10.02

    ADMINISTRATIVE
AGENT’S OFFICE;

    CERTAIN
ADDRESSES FOR NOTICES

    


    


    BORROWER:

    


    Tanger
Properties Limited Partnership

    3200
Northline Ave., Suite 360

    Greensboro,
NC 27408

    Attn:                                Stanley
K. Tanger

    


    With
copies to the following:

    Frank C. Marchisello

    Virginia R. Summerell

    


    Telephone:                                336-292-3010

    


    Telecopier:                                336-297-0931

    


    Electronic
Mail:                                tanger@tangeroutlet.com

    With
copies to the following:

    fcmarchisello@tangeroutlet.com

    vrsummerell@tangeroutlet.com

    cmholt@tangeroutlet.com

    


    Website
Address:                                tangeroutlet.com

    


    Taxpayer
ID
No.:                                56-1822494

    


    


    [Administrative
Agent address on following page]


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    ADMINISTRATIVE
AGENT:

     

    Administrative
Agent’s Office

    (for
payments and Requests for Borrowings):

    Bank of
America, N.A.

    100 North
Tryon St.

    NC1-007-11-15

    Charlotte,
North Carolina  28255

    
      	
               
      

            	
              Attention:  Kay
      Ostwalt

            


    

    
      	
               
      

            	
              Telephone:  (704)
      386 7296

            


    

    
      	
               
      

            	
              Telecopier:
      (704) 386 6434

            


    

    
      	
               
      

            	
              Electronic
      Mail:  Kay.p.ostwalt@bankofamerica.com

            


    

    


    
      	
               
      

            	
              Bank
      of America

            


    

    
      	
               
      

            	
              Commercial
      Real Estate Loan Admin. Services

            


    

    
      	
               
      

            	
              Atlanta,
      GA  30808

            


    

    
      	
               
      

            	
              Routing
      No.  026009593

            


    

    
      	
               
      

            	
              Credit
      Real Estate Account No.
1366211723000

            


    

    
      	
               
      

            	
              Ref:  Tanger
      Properties - 292733

            


    

    


    Other Notices as
Administrative Agent:

    Bank of
America, N.A.

    Commercial
Real Estate Banking

    100 North
Tryon St.

    NC1-007-11-15

    Charlotte,
North Carolina  28255

    
      	
               
      

            	
              Attention:  Kay
      Ostwalt

            


    

    
      	
               
      

            	
              Telephone:  (704)
      386 7296

            


    

    
      	
               
      

            	
              Telecopier:
      (704) 386 6434

            


    

    
      	
               
      

            	
              Electronic
      Mail:  Kay.p.ostwalt@bankofamerica.com

            


    

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              SCHEDULE 10.06

            


    

    


    PROCESSING
AND RECORDATION FEES

    


    The
Administrative Agent will charge a processing and recordation fee (an “Assignment Fee”) in
the amount of $3,500 for each assignment; provided, however, that in the
event of two or more concurrent assignments to members of the same Assignee
Group (which may be effected by a suballocation of an assigned amount among
members of such Assignee Group) or two or more concurrent assignments by members
of the same Assignee Group to a single Eligible Assignee (or to an Eligible
Assignee and members of its Assignee Group), the Assignment Fee will be $3,500
plus the amount set forth below:

    


    
      	
              Transaction

            	
              Assignment
      Fee

            
	 
      	 
      
	
              First
      four concurrent assignments or suballocations to members of an Assignee
      Group (or from members of an Assignee Group, as applicable)

               

            	
              -0-

            
	
              Each
      additional concurrent assignment or suballocation to a member of such
      Assignee Group (or from a member of such Assignee Group, as
      applicable)

            	
              $500

            


    

    


    


    


    [CONFIRM
WHETHER THIS SCHEDULE APPLIES]

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    EXHIBIT A

    


    FORM
OF LOAN NOTICE

    


    


    Date:  ___________,
_____

    


    To:           Bank
of America, N.A., as Administrative Agent

    


    
      	
               
      

            	
              Ladies
      and Gentlemen:

            


    

    


    Reference
is made to that certain Term Loan Credit Agreement, dated as of June 10, 2008
(as amended, restated, extended, supplemented or otherwise modified in writing
from time to time, the “Agreement;” the terms
defined therein being used herein as therein defined), by and among Tanger
Properties Limited Partnership (the “Borrower”), the
Lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent.

    


    The
undersigned hereby requests (select one):

    


    
      	
               
      

            	
                A
      Borrowing of Loans

            	
                A
      conversion or continuation of Loans

            


    

    


    1.           On                                                                
(a Business Day).

    


    2.           In
the amount of
$                                                      .

    


    3.           Comprised
of                                                                .

    [Type of Loan requested]

    


    4.           For
Eurodollar Rate Loans:  with an Interest Period
of                                                                                                
months.

    


    The
Borrowing, if any, requested herein complies with the provisos to the first
sentence of Section 2.01 of
the Agreement.

    


     

    TANGER
PROPERTIES LIMITED PARTNERSHIP,

       a North
Carolina limited partnership

    


    By:  Tanger
GP Trust, its sole general partner

    


    


    By:  ________________________________

    Name:  ______________________

    Title:  _______________________

    



    
      
        
          
            Form of
Committed Loan Notice

          

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT B

    


    INTENTIONALLY
OMITTED

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT C

    


    FORM
OF NOTE

     

    (Re:
Term Loan Credit Agreement dated June 10, 2008)

     

     

    
      	
              June
      10, 2008

            


    

    


    FOR VALUE
RECEIVED, the undersigned (the “Borrower”) hereby
promises to pay to _____________________ or registered assigns (the “Lender”), in
accordance with the provisions of the Agreement (as hereinafter defined), the
principal amount of each Loan from time to time made by the Lender to the
Borrower under that certain Term Loan Credit Agreement, dated as of June 10,
2008 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the “Agreement;” the terms
defined therein being used herein as therein defined), by and among the
Borrower, the Lenders from time to time party thereto, and Bank of America,
N.A., as Administrative Agent.

    


    The
Borrower promises to pay interest on the unpaid principal amount of each Loan
from the date of such Loan until such principal amount is paid in full, at such
interest rates and at such times as provided in the Agreement.  All
payments of principal and interest shall be made to the Administrative Agent for
the account of the Lender in Dollars in immediately available funds at the
Administrative Agent’s Office.  If any amount is not paid in full when
due hereunder, such unpaid amount shall bear interest, to be paid upon demand,
from the due date thereof until the date of actual payment (and before as well
as after judgment) computed at the per annum rate set forth in the
Agreement.

    


    This Note
is one of the Notes referred to in the Agreement, is entitled to the benefits
thereof and may be prepaid in whole or in part subject to the terms and
conditions provided therein.  This Note is also entitled to the
benefits of the Guaranty.  Upon the occurrence and continuation of one
or more of the Events of Default specified in the Agreement, all amounts then
remaining unpaid on this Note shall become, or may be declared to be,
immediately due and payable all as provided in the Agreement.  Loans
made by the Lender shall be evidenced by one or more loan accounts or records
maintained by the Lender in the ordinary course of business.  The
Lender may also attach schedules to this Note and endorse thereon the date,
amount and maturity of its Loans and payments with respect thereto.

    


    The
Borrower, for itself and its successors and assigns, hereby waives diligence,
presentment, protest and demand and notice of protest, demand, dishonor and
non-payment of this Note.


    
      
        
           

          Form of
Note

        

         


      

      
         


        
          

        

      

      
         


      

    


    THIS NOTE
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NORTH CAROLINA.

    


    


     

    TANGER
PROPERTIES LIMITED PARTNERSHIP,

       a North
Carolina limited partnership

    


    By:  Tanger
GP Trust, its sole general partner

    


    


    By:  ________________________________

    Name:  ______________________

    Title:  _______________________

    



    
      
        
          
            Form of
Note

          

        

         


      

      
         


        
          

        

      

      
         


      

    


    LOANS
AND PAYMENTS WITH RESPECT THERETO

    


    
      	
              Date

            	
              Type
      of Loan Made

            	
              Amount
      of Loan Made

            	
              End
      of Interest Period

            	
              Amount
      of Principal or Interest Paid This Date

            	
              Outstanding
      Principal Balance This Date

            	
              Notation
      Made By

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      


    


    
      
        
           

          Form of
Note

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT D

    


    FORM
OF OFFICER’S CERTIFICATE

    


    


    FORM
OF

    OFFICER’S COMPLIANCE
CERTIFICATE

    


    Financial
Statement Date:  __________________

    [or,
to the extent this certificate is being delivered

     in
connection with a borrowing pursuant to the

    requirements
of Section 4.02 of the Credit

    Agreement,
“As of ________ ___, 20____”]

    


    Reference is made to that certain Term
Loan Credit Agreement dated as of June 10, 2008 (as the same may be amended,
modified, extended or restated from time to time, the “Credit Agreement”)
among Tanger Properties Limited Partnership, a North Carolina limited
partnership (the “Borrower”), the
Lenders from time to time party thereto, and Bank of America, N.A., as
Administrative Agent.

    


    The undersigned Responsible Officer
hereby certifies as of the date hereof that he/she is the __________________ of
Tanger Factory Outlet Centers, Inc., a North Carolina corporation (the
“Parent”), and that, as such, he/she is authorized to execute and deliver this
Certificate to the Administrative Agent on the behalf of the Borrower, and
that:

    


    [Use
following paragraph 1 for fiscal year-end financial statements]

    


    1.           The
Borrower has delivered the year-end audited financial statements required by
Section 6.01(a) of the Agreement for the fiscal year of the Parent and the]
Borrower ended as of the above date, together with the report and opinion of an
independent certified public accountant required by such section.

    


    [Use
following paragraph 1 for fiscal quarter-end financial statements]

    


    1.           The
Borrower has delivered the unaudited financial statements required by Section
6.01(b) of the Agreement for the fiscal quarter of the Parent and the Borrower
ended as of the above date.  Such financial statements fairly present
the financial condition, results of operations and cash flows of the Parent and
the Borrower and their Subsidiaries in accordance with GAAP as at such date and
for such period, subject only to normal year-end audit adjustments and the
absence of footnotes.

    


    2.           The
undersigned has reviewed and is familiar with the terms of the Agreement and has
made, or has caused to be made under his/her supervision, a detailed review of
the transactions and condition (financial or otherwise) of the Parent and the
Borrower during the accounting period covered by such financial
statements.

    


    3.           A
review of the activities of the Borrower during such fiscal period has been made
under the supervision of the undersigned with a view to determining whether
during such fiscal period the Borrower performed and observed all its
Obligations under the Loan Documents, and

    


    [select
one:]

    


    [to the
best knowledge of the undersigned, during such fiscal period the Borrower
performed and observed each covenant and condition of the Loan Documents
applicable to it (including all of the covenants set forth in Articles VI and VII), and no Default
or Event of Default has occurred and is continuing.]

    


    --or--

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    [to the
best knowledge of the undersigned, during such fiscal period the following
covenants or conditions have not been performed or observed and the following is
a list of each such Default or Event of Default and its nature and
status:]

    


    4.           The
representations and warranties of the Borrower contained in Article V of the
Agreement, and any representations and warranties of any Loan Party that are
contained in any document furnished at any time under or in connection with the
Loan Documents, are true and correct on and as of the date hereof, except to the
extent that such representations and warranties specifically refer to an earlier
date, in which case they are true and correct as of such earlier date, and
except that for purposes of this Compliance Certificate, the representations and
warranties contained in subsections (a) and (b) of Section 5.05 of the
Agreement shall be deemed to refer to the most recent statements furnished
pursuant to clauses (a) and (b), respectively, of Section 6.01 of the
Agreement, including the statements in connection with which this Compliance
Certificate is delivered.

    


    5.           Attached
hereto as Schedule
1 are calculations demonstrating compliance with the financial covenants
contained in Section
7.11 [or, to the extent
this certificate is being delivered in connection with a borrowing pursuant to
the requirements of Section 4.02 of the Credit Agreement, “Sections
7.11(a), (b), (c), (e), (h), (i), (j), (k), (l), (m) and (n)”]
of the Credit Agreement as of the end of the fiscal period [or , to the extent this certificate is
being delivered in connection with a borrowing pursuant to the requirements of
Section 4.02 of the Credit Agreement, “as of the date”] to which
this Compliance Certificate applies.

    


    IN WITNESS WHEREOF, the undersigned has
executed this Certificate as of _____________________, 20_____.

    


    


    TANGER FACTORY OUTLET CENTERS,
INC.

    


    


    


    By:  _________________________________

    Name:  Frank C. Marchisello,
Jr.

    Title:  Chief Financial
Officer

    


    



    
      
        
          Form of
Compliance Certificate

        

         


      

      
         


        
          

        

      

      
         


      

    


    Schedule 1 to Officer’s
Compliance Certificate

    


    [INCLUDE
DETAILED ANALYSIS REGARDING FINANCIAL COVENANT COMPLIANCE]

     

    



    
      
        
          Form of
Compliance Certificate

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT E-1

     

    ASSIGNMENT
AND ASSUMPTION

     

    This
Assignment and Assumption (this “Assignment and
Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between [Insert name of Assignor] (the
“Assignor”) and
[Insert name of
Assignee] (the “Assignee”).  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (the “Credit Agreement”),
receipt of a copy of which is hereby acknowledged by the
Assignee.  The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and
made a part of this Assignment and Assumption as if set forth herein in
full.

    


    For an
agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the
Assignor, subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of the Assignor’s rights and
obligations as a Lender under the Credit Agreement and any other documents or
instruments delivered pursuant thereto to the extent related to the amount and
percentage interest identified below of all of such outstanding rights and
obligations of the Assignor under the respective facilities identified below and
(ii) to the extent permitted to be assigned under applicable law, all claims,
suits, causes of action and any other right of the Assignor (in its capacity as
a Lender) against any Person, whether known or unknown, arising under or in
connection with the Credit Agreement, any other documents or instruments
delivered pursuant thereto or the loan transactions governed thereby or in any
way based on or related to any of the foregoing, including, but not limited to,
contract claims, tort claims, malpractice claims, statutory claims and all other
claims at law or in equity related to the rights and obligations sold and
assigned pursuant to clause (i) above (the rights and obligations sold and
assigned pursuant to clauses (i) and (ii) above being referred to herein
collectively as, the “Assigned
Interest”).  Such sale and assignment is without recourse to
the Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by the Assignor.

    


    1.           Assignor:                                ______________________________

    


    
      	
              2.

            	
              Assignee:

            	
              ______________________________
      [and is an Affiliate/Approved Fund of [identify
      Lender]

            


    

    


    3.           Borrower(s):                                           See
definition of “Credit Agreement” below

    


    
      	
              4.

            	
              Administrative
      Agent:

            	
              Bank
      of America, N.A., as the administrative agent under the Credit
      Agreement

            


    

    


    
      	
               
      

            	
              5.

            	
              Credit
      Agreement:

            	
              That
      certain Term Loan Credit Agreement dated as of June 10, 2008 (as the same
      may be amended, modified, extended or restated from time to time, the
      “Credit
      Agreement”) among Tanger Properties Limited Partnership, a North
      Carolina limited partnership (the “Borrower”), the
      Lenders from time to time party thereto, and Bank of America, N.A., as
      Administrative Agent

            


    

    


    6.           Assigned
Interest:

    


    
      	
              Facility Assigned

            	
              Aggregate

              Amount
      of

              Commitment

              for all Lenders*

            	
              Amount
      of

              Commitment

              Assigned*

            	
              Percentage

              Assigned
      of

              Commitment1

            	
              CUSIP Number

            
	 
      	 
      	 
      	 
      	 
      
	
              _____________

            	
              $________________

            	
              $________________

            	
              ______________%

            	 
      
	
              _____________

            	
              $________________

            	
              $________________

            	
              ______________%

            	 
      
	
              _____________

            	
              $________________

            	
              $________________

            	
              ______________%

            	 
      


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    [7.           Trade
Date:                                __________________]2

     

    Effective
Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH
SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]

    


    The terms
set forth in this Assignment and Assumption are hereby agreed to:

    


    ASSIGNOR

    [NAME OF
ASSIGNOR]

    


    By:
_____________________________

    Title:

    


    ASSIGNEE

    [NAME OF
ASSIGNEE]

    


    By:
_____________________________

    Title:

    [Consented
to and]3 Accepted:

    


    BANK OF
AMERICA, N.A., as

      Administrative
Agent

    


    By:
_________________________________

          Title:

    


    [Consented
to:]4

    


    By:
_________________________________

          Title:

    


    

      

    

      
      1 Set forth, to at least 9 decimals, as a
percentage of the Commitment/Loans of all Lenders
thereunder.

    

      
      2 To be completed if the Assignor and the
Assignee intend that the minimum assignment amount is to be determined as of the
Trade Date.

    

      
      3 To be added only if the consent of the
Administrative Agent is required by the terms of the Credit
Agreement.

    

      
      4 To be added only if the consent of the
Borrower and/or other parties is required by the terms of the Credit
Agreement.

    


    
      
        
          
             
Form of
Assignment and Assumption

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    ANNEX
1 TO ASSIGNMENT AND ASSUMPTION

    


    [___________________]5

    


    STANDARD
TERMS AND CONDITIONS FOR

    


    ASSIGNMENT
AND ASSUMPTION

    


    1.              Representations and
Warranties.

    


    1.1.              Assignor.  The
Assignor (a) represents and warrants that (i) it is the legal and beneficial
owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of
any lien, encumbrance or other adverse claim and (iii) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated
hereby; and (b) assumes no responsibility with respect to (i) any statements,
warranties or representations made in or in connection with the Credit Agreement
or any other Loan Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Loan Documents or any
collateral thereunder, (iii) the financial condition of the Borrower, any of its
Subsidiaries or Affiliates or any other Person obligated in respect of any Loan
Document or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Loan Document.

    


    1.2.              Assignee.  The
Assignee (a) represents and warrants that (i) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become
a Lender under the Credit Agreement, (ii) it meets all requirements of an
Eligible Assignee under the Credit Agreement (subject to receipt of such
consents as may be required under the Credit Agreement), (iii) from and after
the Effective Date, it shall be bound by the provisions of the Credit Agreement
as a Lender thereunder and, to the extent of the Assigned Interest, shall have
the obligations of a Lender thereunder, (iv) it has received a copy of the
Credit Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 6.01
thereof, as applicable, and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Assumption and to purchase the Assigned Interest on the
basis of which it has made such analysis and decision independently and without
reliance on the Administrative Agent or any other Lender, and (v) if it is a
Foreign Lender, attached hereto is any documentation required to be delivered by
it pursuant to the terms of the Credit Agreement, duly completed and executed by
the Assignee; and (b) agrees that (i) it will, independently and without
reliance on the Administrative Agent, the Assignor or any other Lender, and
based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents, and (ii) it will perform in accordance with their
terms all of the obligations which by the terms of the Loan Documents are
required to be performed by it as a Lender.

    


    2.              Payments.  From
and after the Effective Date, the Administrative Agent shall make all payments
in respect of the Assigned Interest (including payments of principal, interest,
fees and other amounts) to the Assignor for amounts which have accrued to but
excluding the Effective Date and to the Assignee for amounts which have accrued
from and after the Effective Date.

    


    3.              General
Provisions.  This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns.  This Assignment and Assumption may be
executed in any number of counterparts, which together shall constitute one
instrument.  Delivery of an executed counterpart of a signature page
of this Assignment and Assumption by telecopy shall be effective as delivery of
a manually executed counterpart of this Assignment and
Assumption.  This Assignment and Assumption shall be governed by, and
construed in accordance with, the law of the State of North
Carolina.

    

      

    

      
      5 Describe Credit Agreement at option of
Administrative Agent.

    


    
      
        
          
             
Form of
Assignment and Assumption

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT E-2

     

    FORM
OF ADMINISTRATIVE QUESTIONNAIRE

     

    FAX
ALONG WITH COMMITMENT LETTER TO: Brenda Cooper, FAX#: (704)
386-6434

    


     

    
      	
               
      

            	
              I.
      Project Name:  Tanger Factory Outlet Centers,
    Inc.

            


    

                                $200,000,000
Senior Unsecured Term Loan Credit Facility

    
      	
               
      

            	 


    

    
      	
              II.  Legal
      Name of Lender for Signature Page:

            	 
      	 
      
	
              III.
      Name of Lender for any eventual tombstone:

            	 
      	 
      
	
              IV.  Domestic
      Address:

            	 
      	
              V.  Eurodollar
      Address:

            


    

    


    VI.
Contact Information

    
      	 
      	
              Credit Contact

            	 
      	
              Operations Contact

            	 
      	
              Legal Counsel

            
	
              Name:

            	 
      	 
      	 
      	 
      	 
      
	
              Title:

            	 
      	 
      	 
      	 
      	 
      
	
              Address:

            	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Telephone:

            	 
      	 
      	 
      	 
      	 
      
	
              Facsimile:

            	 
      	 
      	 
      	 
      	 
      
	
              E
      Mail Address

            	 
      	 
      	 
      	 
      	 
      
	 
      	
               

              Bid Contact

            	 
      	
               

              L/C Contact

            	 
      	
              Draft Documentation
  Contact

            
	
              Name:

            	 
      	 
      	 
      	 
      	 
      
	
              Title:

            	 
      	 
      	 
      	 
      	 
      
	
              Address:

            	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Telephone:

            	 
      	 
      	 
      	 
      	 
      
	
              Facsimile:

            	 
      	 
      	 
      	 
      	 
      
	
              E
      Mail Address

            	 
      	 
      	 
      	 
      	 
      


    

    


    VII.
Lender’s Fed Wire Payment Instructions

    
      	
              Pay
      to:

            	 
      	 
      
	 
      	
              (Name
      of Lender)

            	 
      
	 
      	
              (ABA#)

            	
              (City/State)

            
	 
      	
              (Account
      #)

            	
              (Account
      Name)

            
	 
      	
              (Attention)

            	 
      


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               
      

            	
              Project
      Name:  Tanger Factory Outlet Centers,
  Inc.

            


    

                        $200,000,000
Senior Unsecured Term Loan Credit Facility

    
 

    
      	
               
      

            	
              VIII.
      Lender’s Standby L/C Fed Wire Payment Instructions (if
      applicable):

            


    

    
      	
              Pay
      to:

            	 
      	 
      
	 
      	
              (Name
      of Lender)

            	 
      
	 
      	
              (ABA#)

            	
              (City/State)

            
	 
      	
              (Account
      #)

            	
              (Account
      Name)

            
	 
      	
              (Attention)

            	 
      


    

    


    
      	
               
      

            	
              IX.
      Organizational Structure:

            


    

    
      	
              Foreign
      Br., organized under which laws, etc.

            	 
      
	
              Lender’s
      Tax ID:

            	 
      
	 
      
	
              Tax
      withholding Form Attached (For Foreign Buyers)

            
	
              [___]

            	
              Form
      W-9

            
	
              [___]

            	
              Form
      W-8

            
	
              [___]

            	
              Form
      4224 effective: ____________________

            
	
              [___]

            	
              Form
      1001

            
	
              [___]

            	
              W/Hold
      _________%  Effective ________________

            
	
              [___]

            	
              Form
      4224 on file with Bank of America from previous current years transaction
      ___________________

            


    

    
      	
               
      

            	
              X.
      Bank of America Payment
Instructions:

            


    

    
      	 
      	 
      
	
              Servicing
      Site:

            	
              Atlanta,
      GA

            
	
              Pay
      to:

            	
              Bank
      of America’s Wiring Instructions for Credit Services Atlanta:

               

              Bank
      of America,
      N.A.                                                                             Attention:
      Brenda Cooper

              Real
      Estate Loan Administration
      Services                                                                             Phone:
      (704) 386-8872

              Routing
      Number 0260-0959-3 (Wire
      Acct)                                                                             Fax:
      (704) 386-6434 

              Atlanta,
      GA 30308

              To
      Credit Real Estate Account No:  1366211723000

              Obligor
      No. 334311875

            
	 
      
	 
      


    

    


    
      	
               
      

            	
              XI.
      Name of Authorized Officer

            


    

    
      	
              XI.
      Name of Authorized Officer:

            	 
      
	
              Name:

            	 
      
	
              Signature:

            	 
      
	
              Date:

            	 
      


    

    


     

    


     

    


    



    
      
        
          
             
Form of
Assignment and Assumption

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT F

    


    


    FORM
OF GUARANTY

    


    CONTINUING
GUARANTY

    [Re:
2008 Term Loan Credit Agreement]

    


    FOR VALUE
RECEIVED, the sufficiency of which is hereby acknowledged, and in consideration
of credit and/or financial accommodation heretofore or hereafter from time to
time made or granted to TANGER PROPERTIES LIMITED PARTNERSHIP, a North Carolina
limited partnership (the “Borrower”) by BANK OF
AMERICA, N.A., in its capacity as the Administrative Agent under the Credit
Agreement referenced herein (in such capacity and together with its successors
and assigns as permitted under the Credit Agreement, the “Agent”) and the
Lenders, as such term is defined in that certain Term Loan Credit Agreement
dated as of June 10, 2008 (as the same may be amended, restated, supplemented or
otherwise modified from time to time, the “Credit Agreement”;
capitalized terms used herein and not otherwise defined shall have the meanings
set forth in the Credit Agreement) among the Borrower, the Agent, such Lenders,
Banc of America Securities LLC and Wells Fargo Bank, National Association, as
Joint Lead Arrangers and Joint Book Managers, and Wells Fargo Bank, National
Association, as Syndication Agent, the undersigned Guarantor (whether one or
more the “Guarantor”, and if
more than one jointly and severally) hereby furnishes to the Agent, for the
benefit of the Agent and Lenders, its guaranty of the Guaranteed Obligations (as
hereinafter defined) as follows:

    


    1.           Guaranty.  The
Guarantor hereby absolutely and unconditionally guarantees, as a guaranty of
payment and performance and not merely as a guaranty of collection, prompt
payment when due, whether at stated maturity, by required prepayment, upon
acceleration, demand or otherwise, and at all times thereafter, of any and all
existing and future indebtedness and liabilities of every kind, nature and
character, direct or indirect, absolute or contingent, liquidated or
unliquidated, voluntary or involuntary and whether for principal, interest,
premiums, fees indemnities, damages, costs, expenses or otherwise, of the
Borrower to the Agent and/or
Lenders (collectively, the Agent and Lenders shall be referred to herein as the
“Secured
Parties”) arising under the Credit Agreement, the Loan Documents,
Sections 2, 10 and 17 of this Guaranty, any other instruments, agreements or
other documents of any kind or nature now or hereafter executed in connection
with the Credit Agreement (including all renewals, extensions, amendments,
refinancings and other modifications thereof and all costs, reasonable
attorneys’ fees and expenses incurred by the Agent in connection with the
collection or enforcement thereof) and whether recovery upon such indebtedness
and liabilities may be or hereafter become unenforceable or shall be an allowed
or disallowed claim under any proceeding or case commenced by or against the
Guarantor or the Borrower under the Bankruptcy Code (Title 11, United
States Code), any successor statute or any other liquidation, conservatorship,
bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement,
receivership, insolvency, reorganization, or similar debtor relief laws of the
United States or other applicable jurisdictions from time to time in effect and
affecting the rights of creditors generally (collectively, “Debtor Relief Laws”),
and including interest that accrues after the commencement by or against the
Borrower of any proceeding under any Debtor Relief Laws (collectively, the
“Guaranteed
Obligations”).  The Agent’s and/or Lenders’ books and records
showing the amount of the Guaranteed Obligations shall be admissible in evidence
in any action or proceeding, and absent manifest error shall be binding upon the
Guarantor and conclusive for the purpose of establishing the amount of the
Guaranteed Obligations.  This Guaranty shall not be affected by the
regularity or enforceability of the Guaranteed Obligations or any instrument or
agreement evidencing any Guaranteed Obligations, or by the existence, validity,
enforceability, perfection, non-perfection or extent of any collateral therefor,
or by any fact or circumstance relating to the Guaranteed Obligations which
might otherwise constitute a defense to the obligations of the Guarantor under
this Guaranty, and the Guarantor hereby irrevocably waives any defenses it may
now have or hereafter acquire in any way relating to any or all of the foregoing
except the defense of payment.  Anything
contained herein to the contrary notwithstanding, the obligations of the
Guarantor hereunder at any time shall be limited to an aggregate amount equal to
the largest amount that would not render its obligations hereunder subject to
avoidance as a fraudulent transfer or conveyance under Section 548 of the
Bankruptcy Code (Title 11, United States Code) or any comparable provisions
of any similar federal or state law.

    


    2.           No Setoff or Deductions; Taxes;
Payments.  The Guarantor represents and
warrants that it is organized and resident in the United States of
America.  The Guarantor shall make all payments hereunder without
setoff or counterclaim and free and clear of and without deduction for any
taxes, levies, imposts, duties, charges, fees, deductions, withholdings,
compulsory loans, restrictions or conditions of any nature now or hereafter
imposed or levied by any jurisdiction or any political subdivision thereof or
taxing or other 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
authority
therein unless the Guarantor is compelled by law to make such deduction or
withholding.  If any such obligation (other than one arising with
respect to taxes based on or measured by the income or profits of the respective
Secured Parties) is imposed upon the Guarantor with respect to any amount
payable by it hereunder, the Guarantor will pay to the Agent (for the benefit of
the Secured Parties), on the date on which such amount is due and payable
hereunder, such additional amount in U.S. dollars as shall be necessary to
enable the Agent (on behalf of the Secured Parties) to receive the same net
amount which the Agent would have received on such due date had no such
obligation been imposed upon the Guarantor.  The Guarantor will
deliver promptly to the Agent (for the benefit of the Secured Parties)
certificates or other valid vouchers for all taxes or other charges deducted
from or paid with respect to payments made by the Guarantor
hereunder.

    

    


    3.           Rights of Secured Parties.  The Guarantor
consents and agrees that the Agent (for the benefit of the Secured Parties)
and/or Secured Parties (as applicable) may, at any time and from time to time,
without notice or demand, and without affecting the enforceability or continuing
effectiveness hereof:  (a) amend, extend, renew, compromise,
discharge, accelerate or otherwise change the time for payment or the terms of
the Guaranteed Obligations or any part thereof; (b) take, hold, exchange,
enforce, waive, release, fail to perfect, sell, or otherwise dispose of any
security for the payment of this Guaranty or any Guaranteed Obligations; (c)
apply such security and direct the order or manner of sale thereof as the
Secured Parties, in their sole discretion (and subject to the terms of the Loan
Documents) may determine; and (d) release or substitute one or more of any
endorsers or other guarantors of any of the Guaranteed
Obligations.  Without limiting the generality of the foregoing, the
Guarantor consents to the taking of, or failure to take, any action which might
in any manner or to any extent vary the risks of the Guarantor under this
Guaranty or which, but for this provision, might operate as a discharge of the
Guarantor.

    


    4.           Certain Waivers.  The Guarantor waives (a) any defense arising by reason of any
disability or other defense of the Borrower or any other guarantor, or the
cessation from any cause whatsoever (including any act or omission of any
Secured Party) of the liability of the Borrower; (b) any defense based on any
claim that the Guarantor’s obligations exceed or are more burdensome than those
of the Borrower; (c) the benefit of any statute of limitations affecting the
Guarantor’s liability hereunder; (d) any right to proceed against the Borrower,
proceed against or exhaust any security for the Indebtedness, or pursue any
other remedy in the Agent’s or any other Secured Party’s power whatsoever; (e)
any benefit of and any right to participate in any security now or hereafter
held by the Agent or any other Secured Party; and (f) to the fullest extent
permitted by law, any and all other defenses or benefits that may be derived
from or afforded by applicable law limiting the liability of or exonerating
guarantors or sureties.  The Guarantor expressly waives all setoffs
and counterclaims and all presentments, demands for payment or performance,
notices of nonpayment or nonperformance, protests, notices of protest, notices
of dishonor and all other notices or demands of any kind or nature whatsoever
with respect to the Guaranteed Obligations, and all notices of acceptance of
this Guaranty or of the existence, creation or incurrence of new or additional
Guaranteed Obligations, including but not limited to the benefits of N.C.
General Statutes §§ 26-7 through 26-9 inclusive, as amended, or any similar
statute.

    


    5.           Obligations
Independent.  The obligations of the Guarantor hereunder are
those of primary obligor, and not merely as surety, and are independent of the
Guaranteed Obligations and the obligations of any other guarantor, and a
separate action may be brought against the Guarantor to enforce this Guaranty
whether or not the Borrower or any other person or entity is joined as a
party.

    


    6.           Subrogation.  The
Guarantor shall not exercise any right of subrogation, contribution, indemnity,
reimbursement or similar rights with respect to any payments it makes under this
Guaranty until all of the Guaranteed Obligations and any amounts payable under
this Guaranty have been indefeasibly paid and performed in full and any
commitments of the Lenders or facilities provided by the Lenders with respect to
the Guaranteed Obligations are terminated.  If any amounts are paid to
the Guarantor in violation of the foregoing limitation, then such amounts shall
be held in trust for the benefit of the Secured Parties and shall forthwith be
paid to the Agent (for the benefit of the Secured Parties) to reduce the amount
of the Guaranteed Obligations, whether matured or unmatured.

    


    7.           Termination;
Reinstatement.  This Guaranty is a continuing and irrevocable
guaranty of all Guaranteed Obligations now or hereafter existing and shall
remain in full force and effect until all Guaranteed Obligations and any other
amounts payable under this Guaranty are indefeasibly paid in full in cash and
any commitments of the Lender or facilities 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
provided
by the Lender with respect to the Guaranteed Obligations are
terminated.  Notwithstanding the foregoing, this Guaranty shall
continue in full force and effect or be revived, as the case may be, if any
payment by or on behalf of the Borrower or the Guarantor is made, or any Secured
Party exercises its right of setoff, in respect of the Guaranteed Obligations
and such payment or the proceeds of such setoff or any part thereof is
subsequently invalidated, declared to be fraudulent or preferential, set aside
or required (including pursuant to any settlement entered into by the Secured
Parties in their discretion) to be repaid to a trustee, receiver or any other
party, in connection with any proceeding under any Debtor Relief Laws or
otherwise, all as if such payment had not been made or such setoff had not
occurred and whether or not the Agent (for the benefit of the Secured Parties)
is in possession of or has released this Guaranty and regardless of any prior
revocation, rescission, termination or reduction.  The obligations of
the Guarantor under this paragraph shall be revived and this Guaranty reinstated
in the event that this Guaranty is terminated prior to the occurrence of the
events giving rise to the Guarantor’s obligations under this
paragraph.

    

    


    8.           Subordination.  The
Guarantor hereby subordinates the payment of all obligations and indebtedness of
the Borrower owing to the Guarantor, whether now existing or hereafter arising,
including but not limited to any obligation of the Borrower to the
Guarantor as subrogee of any Secured Party or resulting from the Guarantor’s
performance under this Guaranty, to the indefeasible payment in full in cash of
all Guaranteed Obligations.  If the Agent (for the benefit of the
Secured Parties) so requests, any such obligation or indebtedness of the
Borrower to the Guarantor shall be enforced and performance received by the
Guarantor as trustee for the Agent (for the benefit of the Secured Parties) and
the proceeds thereof shall be paid over to the Agent (for the benefit of the
Secured Parties) on account of the Guaranteed Obligations, but without reducing
or affecting in any manner the liability of the Guarantor under this
Guaranty.

    


    9.           Stay of
Acceleration.  In the event that acceleration of the time for
payment of any of the Guaranteed Obligations is stayed, in connection with any
case commenced by or against the Guarantor or any Borrower under any Debtor
Relief Laws, or otherwise, all such amounts shall nonetheless be payable by the
Guarantor immediately upon demand by the Agent.

    


    10.           Expenses.  The
Guarantor shall pay on demand all non-reimbursed out-of-pocket expenses of the
Agent (including attorneys’ fees and expenses and the allocated cost and
disbursements of internal legal counsel) in any way relating to the enforcement
or protection of the Agent’s or the other Secured Parties’ rights under this
Guaranty or in respect of the Guaranteed Obligations, including any incurred
during any “workout” or restructuring in respect of the Guaranteed Obligations
and any incurred in the preservation, protection or enforcement of any rights of
the Agent or other Secured Parties in any proceeding any Debtor Relief
Laws.

    


    11.           Miscellaneous.  No
provision of this Guaranty may be waived, amended, supplemented or modified,
except by a written instrument executed by the Agent (for the benefit of the
Secured Parties) and the Guarantor.  No failure by the Agent to
exercise, and no delay in exercising, any right, remedy or power hereunder shall
operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy or power hereunder preclude any other or further exercise thereof
or the exercise of any other right, power or remedy.  The remedies
herein provided are cumulative and not exclusive of any remedies provided by law
or in equity.  The unenforceability or invalidity of any provision of
this Guaranty shall not affect the enforceability or validity of any other
provision herein.  Unless otherwise agreed by the Agent (for the
benefit of the Secured Parties) and the Guarantor in writing, this Guaranty is
not intended to supersede or otherwise affect any other guaranty now or
hereafter given by the Guarantor for the benefit of any Secured Party or any
term or provision thereof.

    


    12.           Condition of
Borrower.  The Guarantor acknowledges and agrees that it has
the sole responsibility for, and has adequate means of, obtaining from the
Borrower and any other guarantor such information concerning the financial
condition, business and operations of the Borrower and any such other
guarantor as the Guarantor requires, and that the Secured Parties have no duty,
and the Guarantor is not relying on any Secured Party to, at any time, disclose
to the Guarantor any information relating to the business, operations or
financial condition of the Borrower or any other guarantor (the guarantor
waiving any duty on the part of any Secured Party to disclose such information
and any defense relating to the failure to provide the same).

    


    13.           Setoff.  If and to
the extent any payment is not made when due hereunder, or within any applicable
grace period, the Agent (for the benefit of the Secured Parties) may setoff and
charge from time to time any amount so due against any or all of the Guarantor’s
accounts or deposits with the Agent.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    14.           Representations and
Warranties.  The Guarantor represents and warrants that (a) it
is duly organized and in good standing under the laws of the jurisdiction of its
organization and has full capacity and right to make and perform this Guaranty,
and all necessary authority has been obtained; (b) this Guaranty constitutes its
legal, valid and binding obligation enforceable in accordance with its terms;
(c) the making and performance of this Guaranty does not and will not violate
the provisions of any applicable law, regulation or order, and does not and will
not result in the breach of, or constitute a default or require any consent
under, any material agreement, instrument, or document to which it is a party or
by which it or any of its property may be bound or affected; and (d) all
consents, approvals, licenses and authorizations of, and filings and
registrations with, any governmental authority required under applicable law and
regulations for the making and performance of this Guaranty have been obtained
or made and are in full force and effect.

    


    15.           Additional Representations,
Warranties and Covenants of Guarantor.  Guarantor hereby
acknowledges, agrees and confirms that, by its execution hereof, Guarantor will
be deemed to be a Loan Party under the Credit Agreement and a “Guarantor” for
all purposes of the Credit Agreement.  Guarantor further agrees to be
bound by, all of the terms, provisions and conditions contained in herein and in
the Credit Agreement applicable to a Guarantor.

    


    16.           New
Guarantors.  Additional Persons (each such Person being
referred to herein as a “New Guarantor”) may,
from time to time, become parties hereto (and thereby become a “Guarantor”)
pursuant to the terms and conditions set forth in Section 6.12 of the
Credit Agreement through the execution of a counterpart signature page
hereto.  Each such New Guarantor hereby acknowledges, agrees and
confirms that, by its execution of such counterpart, the New Guarantor will be
deemed to be a Loan Party under the Credit Agreement and a “Guarantor” for all
purposes of the Credit Agreement and shall have all of the obligations of the
Guarantor hereunder as if it had executed this Agreement as of the Closing
Date.  Further, each such New Guarantor hereby ratifies, as of the
date of its execution of a counterpart signature page hereto, and agrees to be
bound by, all of the terms, provisions and conditions contained in herein and in
the Credit Agreement applicable to a Guarantor.  The obligations of
each such New Guarantor hereunder and under the Credit Agreement will be joint
and several with each other Person qualifying as a Guarantor
hereunder.

    


    17.           Indemnification and
Survival.  Without limitation on any other obligations of the
Guarantor or remedies of the Agent (for the benefit of the Secured Parties)
under this Guaranty, the Guarantor shall, to the fullest extent permitted by
law, indemnify, defend and save and hold harmless the Secured Parties from and
against, and shall pay on demand, any and all reasonable damages, losses,
liabilities and expenses (including attorneys’ fees and expenses and the
allocated cost and disbursements of internal legal counsel) that may be suffered
or incurred by the Secured Parties in connection with or as a result of any
failure of any Guaranteed Obligations to be the legal, valid and binding
obligations of the Borrower enforceable against the Borrower in accordance with
their terms.

    


    18.           GOVERNING LAW; Assignment; Jurisdiction; Notices.  THIS GUARANTY SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE
STATE OF NORTH
CAROLINA. This Guaranty shall (a)
bind the Guarantor and its successors and assigns, provided that the Guarantor
may not assign its rights or obligations under this Guaranty without the prior
written consent of the Agent (and any attempted assignment without such consent
shall be void), and (b) inure to the benefit of the Secured Parties and their
successors and assigns and the Lenders may, without notice to the Guarantor and
without affecting the Guarantor’s obligations hereunder, assign, sell or grant
participations in the Guaranteed Obligations and this Guaranty, in whole or in
part.  The Guarantor hereby irrevocably (i) submits to the
non-exclusive jurisdiction of any United States Federal or State court sitting
in Charlotte, North Carolina in any action or proceeding arising out of or
relating to this Guaranty, and (ii) waives to the fullest extent permitted by
law any defense asserting an inconvenient forum in connection
therewith.  Service of process by the Agent in connection with such
action or proceeding shall be binding on the Guarantor if sent to the Guarantor
by registered or certified mail at its address specified below or such other
address as from time to time notified by the Guarantor.  The Guarantor
agrees that the Agent may disclose to any assignee of or participant in, or any
prospective assignee of or participant in, any of its rights or obligations of
all or part of the Guaranteed Obligations any and all information in the Agent’s
possession concerning the Guarantor, this Guaranty and any security for this
Guaranty, provided, that the
Agent shall require any such recipient to agree in writing to maintain the
confidentiality of such information.  All notices and other
communications to the Guarantor under this Guaranty shall be in writing and
shall be delivered by hand or overnight courier service to the Guarantor at the
address of the Borrower set forth in Schedule 10.02 to the
Credit Agreement or at such other address in the United States as may be
specified by the Guarantor in a written notice delivered to the Agent at the
address of the Agent set forth in Schedule 10.02 to the
Credit Agreement or at such other address in the United States as the Agent may
designate for such purpose from time to time in a written notice to the
Guarantor.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    19.           WAIVER OF JURY TRIAL; FINAL
AGREEMENT.  TO THE EXTENT ALLOWED BY APPLICABLE LAW, THE
GUARANTOR AND THE AGENT EACH IRREVOCABLY WAIVES TRIAL BY JURY WITH RESPECT TO
ANY ACTION, CLAIM, SUIT OR PROCEEDING ON, ARISING OUT OF OR RELATING TO THIS
GUARANTY OR THE GUARANTEED OBLIGATIONS.  THIS GUARANTY REPRESENTS THE
FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BETWEEN THE
PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.

    


    [remainder
of page left intentionally blank – signature page(s) to follow]


    
      
        
          Form of
Guaranty

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    


    


    Executed this 10th day of June, 2008.

    


    TANGER
FACTORY OUTLET CENTERS, INC.

    


    


    By:  ______________________________

    Name:  __________________________

    Title:  ___________________________

    



    
      
        
           

           

          Form of
Guaranty

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    [ADDITIONAL
GUARANTORS]

    


    [PLEASE
PROVIDE LIST OF ADDITIONAL GUARANTORS AND RESPECTIVE SIGNATURE
BLOCKS]

    



    
      
        
           

           

          Form of
Guaranty

        

         


      

      
         


        
          

        

      

      
         


      

    


    ACCEPTED
AND AGREED:

    


    BANK OF
AMERICA, N.A.,

    as Agent
for the Secured Parties

    


    By:  ________________________

    Name:  ______________________

    Title:  _______________________

    



    
      
        
           

           

          Form of
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    EXHIBIT G

    


    


    OPINION
MATTERS

    


    The
matters contained in the following Sections of the Credit Agreement should
be covered by the legal opinion:

    


    
      	
              ·  

            	
              Section 5.01(a),
      (b) and
      (c)

            


    

     

    
      	
              ·  

            	
              Section 5.02

            


    

     

    
      	
              ·  

            	
              Section 5.03

            


    

     

    
      	
              ·  

            	
              Section 5.04

            


    

     

    
      	
              ·  

            	
              Section 5.06

            


    

     

    
      	
              ·  

            	
              Section 5.14(b)

            


    

    


    


    



    
      
        
          
 

          Opinion
Matters