Exhibit 10.22


    
      

    

     

    


    
      	
              (Local
                Currency-Single Jurisdiction)

            	
              Exhibit
                10.22

            


    

    


    ISDA

    International
      Swap Dealers Association, Inc. 

     

    


    MASTER
      AGREEMENT

    


    Dated
      as
      of : March
      16, 2006

    


    
      	
              KeyBank
                National Association

            	
              and

            	
              Hartman
                REIT Operating Partnership,

              L.P.
                and Hartman REIT Operating

              Partnership
                III LP

            
	 


    

    


     

    have
      entered and/or anticipate entering into one or more transactions (each a
“Transaction”) that are or will be governed by this Master Agreement, which
      includes the schedule (the “Schedule”), and the documents and other confirming
      evidence (each a “Confirmation”) exchanged
      between the parties confirming those Transactions.

    


    Accordingly,
      the parties agree as follows:-

    


    
      	
              1.

            	
              Interpretation

            


    

     

    (a)    Definitions.
      The
      terms defined in Section 12 and in the Schedule will have the meanings therein
      specified for the purpose of this Master Agreement.

     

    (b)    Inconsistency.
      In the
      event of any inconsistency between the provisions of the Schedule and the other
      provisions of this Master Agreement, the Schedule will prevail. In the event
      of
      any inconsistency between the provisions of any Confirmation and this Master
      Agreement (including the Schedule), such Confirmation will prevail for the
      purpose of the relevant Transaction.

     

    (c)    Single
      Agreement.
      All
      Transactions are entered into in reliance on the fact that this Master Agreement
      and all Confirmations form a single agreement between the parties (collectively
      referred to as this “Agreement”), and the parties would not otherwise enter into
      any Transactions.

     

    
      	
              2.

            	
              Obligations

            


    

     

    (a)    General
      Conditions.

     

    
      	 	
              (i)

            	
              Each
                party will make each payment or delivery specified in each Confirmation
                to
                be made by it, subject to the other provisions of this
                Agreement.

            


    

     

    
      	 	
              (ii)

            	
              Payments
                under this Agreement will be made on the due date for value on that
                date
                in the place of the account specified in the relevant Confirmation
                or
                otherwise pursuant to this Agreement, in freely transferable funds
                and in
                the manner customary for payments in the required currency. Where
                settlement is by delivery (that is, other than by payment), such
                delivery
                will be made for receipt on the due date in the manner customary
                for the
                relevant obligation unless otherwise specified in the relevant
                Confirmation or elsewhere in this
                Agreement.

            


    

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


     

     

    
      	 	
              (iii)

            	
              Each
                obligation of each party under Section 2(a)(i) is subject to (1)
                the
                condition precedent that no Event of Default or Potential Event of
                Default
                with respect to the other party has occurred and is continuing, (2)
                the
                condition precedent that no Early Termination Date in respect of
                the
                relevant Transaction has occurred or been effectively designated
                and (3)
                each other applicable condition precedent specified in this
                Agreement.

            


    

     

    (b)    Change
      of Account.
      Either
      party may change its account for receiving a payment or delivery by giving
      notice to the other party at least five Local Business Days prior to the
      scheduled date for the payment or delivery to which such change applies unless
      such other party gives timely notice of a reasonable objection to such
      change.

     

    (c)    Netting.
      If on
      any date amounts would otherwise be payable:-

     

    
      	 	
              (i)

            	
              in
                the same currency; and

            


    

     

    
      	 	
              (ii)

            	
              in
                respect of the same Transaction

            


    

     

    by
      each
      party to the other, then, on such date, each party's obligation to make payment
      of any such amount will be automatically satisfied and discharged and, if the
      aggregate amount that would otherwise have been payable by one party exceeds
      the
      aggregate amount that would otherwise have been payable by the other party,
      replaced by an obligation upon the party by whom the larger aggregate amount
      would have been payable to pay to the other party the excess of the larger
      aggregate amount over the smaller aggregate amount.

     

    The
      parties may elect in respect of two or more Transactions that a net amount
      will
      be determined in respect of all amounts payable on the same date in the same
      currency in respect of such Transactions, regardless of whether such amounts
      are
      payable in respect of the same Transaction. The election may be made in the
      Schedule or a Confirmation by specifying that subparagraph (ii) above will
      not
      apply to the Transactions identified as being subject to the election, together
      with the starting date (in which case subparagraph (ii) above will not, or
      will
      cease to, apply to such Transactions from such date). This election may be
      made
      separately for different groups of Transactions and will apply separately to
      each pairing of branches or offices through which the parties make and receive
      payments or deliveries.

     

    (d)    Default
      Interest; Other Amounts.
      Prior
      to the occurrence or effective designation of an Early Termination Date in
      respect of the relevant Transaction, a party that defaults in the performance
      of
      any payment obligation will, to the extent permitted by law and subject to
      Section 6(c), be required to pay interest (before as well as after judgment)
      on
      the overdue amount to the other party on demand in the same currency as such
      overdue amount, for the period from (and including) the original due date for
      payment to (but excluding) the date of actual payment, at the Default Rate.
      Such
      interest will be calculated on the basis of daily compounding and the actual
      number of days elapsed. If, prior to the occurrence or effective designation
      of
      an Early Termination Date in respect of the relevant Transaction, a party
      defaults in the performance of any obligation required to be settled by
      delivery, it will compensate the other party on demand if and to the extent
      provided for in the relevant Confirmation or elsewhere in this
      Agreement.

     

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    


    3.    Representations

     

    Each
      party represents to the other party (which representations will be deemed to
      be
      repeated by each party on each date on which a Transaction is entered into)
      that:-

     

    (a)    Basic
      Representations.

     

    
      	 	
              (i)

            	
              Status.
                It is duly organised and validly existing under the laws of the
                jurisdiction of its organisation or incorporation and, if relevant
                under
                such laws, in good standing;

            


    

     

    
      	 	
              (ii)

            	
              Powers.
                It has the power to execute this Agreement and any other documentation
                relating to this Agreement to which it is a party, to deliver this
                Agreement and any other documentation relating to this Agreement
                that it
                is required by this Agreement to deliver and to perform its obligations
                under this Agreement and any obligations it has under any Credit
                Support
                Document to which it is a party and has taken all necessary action
                to
                authorise such execution, delivery and
                performance;

            


    

     

    
      	 	
              (iii)

            	
              No
                Violation or Conflict.
                Such execution, delivery and performance do not violate or conflict
                with
                any law applicable to it, any provision of its constitutional documents,
                any order or judgment of any court or other agency of government
                applicable to it or any of its assets or any contractual restriction
                binding on or affecting it or any of its
                assets;

            


    

     

    
      	 	
              (iv)

            	
              Consents.
                All governmental and other consents that are required to have been
                obtained by it with respect to this Agreement or any Credit Support
                Document to which it is a party have been obtained and are in full
                force
                and effect and all conditions of any such consents have been complied
                with; and

            


    

     

    
      	 	
              (v)

            	
              Obligations
                Binding.
                Its obligations under this Agreement and any Credit Support Document
                to
                which it is a party constitute its legal, valid and binding obligations,
                enforceable in accordance with their respective terms (subject to
                applicable bankruptcy, reorganisation, insolvency, moratorium or
                similar
                laws affecting creditors' rights generally and subject, as to
                enforceability, to equitable principles of general application (regardless
                of whether enforcement is sought in a proceeding in equity or at
                law)).

            


    

     

    (b)    Absence
      of Certain Events.
      No
      Event of Default or Potential Event of Default or, to its knowledge, Termination
      Event with respect to it has occurred and is continuing and no such event or
      circumstance would occur as a result of its entering into or performing its
      obligations under this Agreement or any Credit Support Document to which it
      is a
      party_

     

    (c)    Absence
      of Litigation.
      There
      is not pending or, to its knowledge, threatened against it or any of its
      Affiliates any action, suit or proceeding at law or in equity or before any
      court, tribunal, governmental body, agency or official or any arbitrator that
      is
      likely to affect the legality, validity or enforceability against it of this
      Agreement or any Credit Support Document to which it is a party or its ability
      to perform its obligations under this Agreement or such Credit Support
      Document.

     

    


    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

    


    (d)    Accuracy
      of Specified Information.
      All
      applicable information that is furnished in writing by or on behalf of it to
      the
      other party and is identified for the purpose of this Section 3(d) in the
      Schedule is, as of the date of the information, true, accurate and complete
      in
      every material respect.

     

    
      	
              4.

            	
              Agreements

            


    

     

    Each
      party agrees with the other that, so long as either party has or may have any
      obligation under this Agreement or under any Credit Support Document to which
      it
      is a party:-

     

    (a)    Furnish
      Specified Information.
      It will
      deliver to the other party any forms, documents or certificates specified in
      the
      Schedule or any Confirmation by the date specified in the Schedule or such
      Confirmation or, if none is specified, as soon as reasonably
      practicable.

     

    (b)    Maintain
      Authorisations.
      It will
      use all reasonable efforts to maintain in full force and effect all consents
      of
      any governmental or other authority that are required to be obtained by it
      with
      respect to this Agreement or any Credit Support Document to which it is a party
      and will use all reasonable efforts to obtain any that may become necessary
      in
      the future.

     

    (c)    Comply
      with Laws.
      it will
      comply in all material respects with all applicable laws and orders to which
      it
      may be subject if failure so to comply would materially impair its ability
      to
      perform its obligations under this Agreement or any Credit Support Document
      to
      which it is a party.

     

    
      	
              5.

            	
              Events
                of Default and Termination
                Events

            


    

     

    (a) Events
      of Default.
      The
      occurrence at any time with respect to a party or, if applicable, any Credit
      Support Provider of such party or any Specified Entity of such party of any
      of
      the following events constitutes an event of default (an 'Event of Default')
      with respect to such party:

     

    
      	 	
              (i)

            	
              Failure
                to Pay or Deliver.
                Failure by the party to make, when due, any payment under this Agreement
                or delivery under Section 2(a)(i) or 2(d) required to be made by
                it if
                such failure is not remedied on or before the third Local Business
                Day
                after notice of such failure is given to the
                party;

            


    

     

    
      	 	
              (ii)

            	
              Breach
                of Agreement.
                Failure by the party to comply with or perform any agreement or obligation
                (other than an obligation to make any payment under this Agreement
                or
                delivery under Section 2(a)(i) or 2(d) or to give notice of a Termination
                Event) to be complied with or performed by the party in accordance
                with
                this Agreement if such failure is not remedied on or before the thirtieth
                day after notice of such failure is given to the
                party;

            


    

     

    
      	 	
              (iii)

            	
              Credit
                Support Default.

            


    

     

    
      	 	
              (1)

            	
              Failure
                by the party or any Credit Support Provider of such party to comply
                with
                or perform any agreement or obligation to be complied with or performed
                by
                it in accordance with any Credit Support Document if such failure
                is
                continuing after any applicable grace period has
                elapsed;

            


    

     

    


    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              (2)

            	
              the
                expiration or termination of such Credit Support Document or the
                failing
                or ceasing of such Credit Support Document to be in full force and
                effect
                for the purpose of this Agreement (in either case other than in accordance
                with its terms) prior to the satisfaction of all obligations of such
                party
                under each Transaction to which such Credit Support Document relates
                without the written consent of the other party;
                or

            


    

     

    
      	 	
              (3)

            	
              the
                party or such Credit Support Provider disaffirms, disclaims, repudiates
                or
                rejects, in whole or in part, or challenges the validity of, such
                Credit
                Support Document.

            


    

     

    
      	 	
              (iv)

            	
              Misrepresentation.
                A
                representation made or repeated or deemed to have been made or repeated
                by
                the party or any Credit Support Provider of such party in this Agreement
                or any Credit Support Document proves to have been incorrect or misleading
                in any material respect when made or repeated or deemed to have been
                made
                or repeated;

            


    

     

    
      	 	
              (v)

            	
              Default
                under Specified Transaction.
                The party, any Credit Support Provider of such party or any applicable
                Specified Entity of such party (1) defaults under a Specified Transaction
                and, after giving effect to any applicable notice requirement or
                grace
                period, there occurs a liquidation of, an acceleration of obligations
                under, or an early termination of, that Specified Transaction, (2)
                defaults, after giving effect to any applicable notice requirement
                or
                grace period, in making any payment or delivery due on the last payment,
                delivery or exchange date of, or any payment on early termination
                of, a
                Specified Transaction or such default continues for at least three
                Local Business Days if there is no applicable notice requirement
                or grace
                period) or (3) disaffirms, disclaims, repudiates or rejects, in whole
                or
                in part, a Specified Transaction (or such action is taken by any
                person or
                entity appointed or empowered to operate it or act on its
                behalf);

            


    

     

    
      	 	
              (vi)

            	
              Cross
                Default.
                If “Cross Default' is specified in the Schedule as applying to the party,
                the occurrence or existence of (1) a default, event of default or
                other
                similar condition or event (however described) in respect of such
                party,
                any Credit Support Provider of such party or any applicable Specified
                Entity of such party under one or more agreements or instruments
                relating
                to Specified Indebtedness of any of them (individually or collectively)
                in
                an aggregate amount of not less than the applicable Threshold Amount
                (as
                specified in the Schedule) which has resulted in such Specified
                Indebtedness becoming, or becoming capable at such time of being
                declared,
                due and payable under such agreements or instruments, before it would
                otherwise have been due and payable or (2) a default by such party,
                such
                Credit Support Provider or such Specified Entity (individually or
                collectively) in making one or more payments on the due date thereof
                in an
                aggregate amount of not less than the applicable Threshold Amount
                under
                such agreements or instruments (after giving effect to any applicable
                notice requirement or grace
                period);

            


    

     

    


    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              (vii)

            	
              Bankruptcy.
                The party, any Credit Support Provider of such party or any applicable
                Specified Entity of such party:-

            


    

     

    
      	 	
              (1)

            	
              is
                dissolved (other than pursuant to a consolidation, amalgamation or
                merger); (2) becomes insolvent or is unable to pay its debts or fails
                or
                admits in writing its inability generally to pay its debts as they
                become
                due; (3) makes a general assignment, arrangement or composition with
                or
                for the benefit of its creditors; (4) institutes or has instituted
                against
                it a proceeding seeking a judgment of insolvency or bankruptcy or
                any
                other relief under any bankruptcy or insolvency law or other similar
                law
                affecting creditors' rights, or a petition is presented for its winding-up
                or liquidation, and, in the case of any such proceeding or petition
                instituted or presented against it, such proceeding or petition (A)
                results in a judgment of insolvency or bankruptcy or the entry of
                an order
                for relief or the making of an order for its winding-up or liquidation
                or
                (B) is not dismissed, discharged, stayed or restrained in each case
                within
                30 days of the institution or presentation thereof, (5) has a resolution
                passed for its winding-up, official management or liquidation (other
                than
                pursuant to a consolidation, amalgamation or merger); (6) seeks or
                becomes
                subject to the appointment of an administrator, provisional liquidator,
                conservator, receiver, trustee, custodian or other similar official
                for it
                or for all or substantially all its assets; (7) has a secured party
                take
                possession of all or substantially all its assets or has a distress,
                execution, attachment, sequestration or other legal process levied,
                enforced or sued on or against all or substantially all its assets
                and
                such secured party maintains possession, or any such process is not
                dismissed, discharged, stayed or restrained, in each case within
                30 days
                thereafter, (8) causes or is subject to any event with respect to
                it
                which, under the applicable laws of any jurisdiction, has an analogous
                effect to any of the events specified in clauses (1) to (7) (inclusive);
                or (9) takes any action in furtherance of, or indicating its consent
                to,
                approval of, or acquiescence in, any of the foregoing acts;
                or

            


    

     

    
      	 	
              (viii)

            	
              Merger
                Without Assumption.
                The party or any Credit Support Provider of such party consolidates
                or
                amalgamates with, or merges with or into, or transfers all or
                substantially all its assets to, another entity and, at the time
                of such
                consolidation, amalgamation, merger or
                transfer:--

            


    

     

    
      	 	
              (1)

            	
              the
                resulting, surviving or transferee entity fails to assume all the
                obligations of such party or such Credit Support Provider under this
                Agreement or any Credit Support Document to which it or its predecessor
                was a party by operation of law or pursuant to an agreement reasonably
                satisfactory to the other party to this Agreement;
                or

            


    

     

    


    
      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              (2)

            	
              the
                benefits of any Credit Support Document fail to extend (without the
                consent of the other party) to the performance by such resulting,
                surviving or transferee entity of its obligations under this
                Agreement.

            


    

     

    (b)    Termination
      Events.
      The
      occurrence at any time with respect to a party or, if applicable, any Credit
      Support Provider of such party or any Specified Entity of such party of any
      event specified below constitutes an Illegality if the event is specified in
      (i)
      below, and, if specified to be applicable, a Credit Event Upon Merger if the
      event is specified pursuant to (ii) below or an Additional Termination Event
      if
      the event is specified pursuant to (iii) below:-

     

    
      	 	
              (i)

            	
              Illegality.
                Due to the adoption of, or any change in, any applicable law after
                the
                date on which a Transaction is entered into, or due to the promulgation
                of, or any change in, the interpretation by any court, tribunal or
                regulatory authority with competent jurisdiction of any applicable
                law
                after such date, it becomes unlawful (other than as a result of a
                breach
                by the party of Section 4(b)) for such party (which will be the Affected
                Party):-

            


    

     

    
      	 	
              (1)

            	
              to
                perform any absolute or contingent obligation to make a payment or
                delivery or to receive a payment or delivery in respect of such
                Transaction or to comply with any other material provision of this
                Agreement relating to such Transaction;
                or

            


    

     

    
      	 	
              (2)

            	
              to
                perform, or for any Credit Support Provider of such party to perform,
                any
                contingent or other obligation which the party (or such Credit Support
                Provider) has under any Credit Support Document relating to such
                Transaction;

            


    

     

    
      	 	
              (ii)

            	
              Credit
                Event Upon Merger.
                If “Credit Event Upon Merger” is specified in the Schedule as applying to
                the party, such party (“X”), any Credit Support Provider of X or any
                applicable Specified Entity of X consolidates or amalgamates with,
                or
                merges with or into, or transfers all or substantially all its assets
                to,
                another entity and such action does not constitute an event described
                in
                Section 5(a)(viii) but the creditworthiness of the resulting, surviving
                or
                transferee entity is materially weaker than that of X, such Credit
                Support
                Provider or such Specified Entity, as the case may be, immediately
                prior
                to such action (and, in such event, X or its successor or transferee,
                as
                appropriate, will be the Affected Party);
                or

            


    

     

    
      	 	
              (iii)

            	
              Additional
                Termination Event.
                if any “Additional Termination Event' is specified in the Schedule or any
                Confirmation as applying, the occurrence of such event (and, in such
                event, the Affected Party or Affected Parties shall be as specified
                for
                such Additional Termination Event in the Schedule or such
                Confirmation).

            


    

     

    (c)    Event
      of Default and Illegality.
      If an
      event or circumstance which would otherwise constitute or give rise to an Event
      of Default also constitutes an Illegality, it will be treated as an Illegality
      and will not constitute an Event of Default.

     

    


    
      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

    


    6.    Early
      Termination

     

    (a)    Right
      to Terminate Following Event of Default.
      If at
      any time an Event of Default with respect to a party (the “Defaulting Party”) has occurred
      and
      is then continuing, the other party (the 'Non-defaulting Party') may, by not
      more than 20 days notice to the Defaulting Party specifying the relevant Event
      of Default, designate a day not earlier than the day such notice is effective
      as
      an Early Termination Date in respect of all outstanding Transactions. If,
      however, “Automatic Early Termination” is specified in the Schedule as applying
      to a party, then an Early Termination Date in respect of all outstanding
      Transactions will occur immediately upon the occurrence with respect to such
      party of an Event of Default specified in Section 5 (a)(vii)(1), (3), (5),
      (6)
      or, to the extent analogous thereto, (8), and as of the time immediately
      preceding the institution of the relevant proceeding or the presentation of
      the
      relevant petition upon the occurrence with respect to such party of an Event
      of
      Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto,
      (8).

     

    (b)    Right
      to Terminate Following Termination Event

     

    
      	 	
              (i)

            	
              Notice.
                If a Termination Event occurs, an Affected Party will, promptly upon
                becoming aware of it, notify the other party, specifying the nature
                of
                that Termination Event and each Affected Transaction and will also
                give
                such other information about that Termination Event as the other
                party may
                reasonably require.

            


    

     

    
      	 	
              (ii)

            	
              Two
                Affected Parties.
                If an Illegality under Section 5(b)(i)(1) occurs and there are two
                Affected Parties, each party will use all reasonable efforts to reach
                agreement within 30 days after notice thereof is given under Section
                6(b)(i) on action to avoid that Termination
                Event.

            


    

     

    
      	 	
              (iii)

            	
              Right
                to Terminate.
                If:

            


    

     

    
      	 	
              (1)

            	
              an
                agreement under Section 6(b)(ii) has not been effected with respect
                to all
                Affected Transactions within 30 days after an Affected Party gives
                notice
                under Section 6(b)(i); or

            


    

     

    
      	 	
              (2)

            	
              an
                illegality other than that referred to in Section 6(b)(ii), a Credit
                Event
                Upon Merger or an Additional Termination Event
                occurs,

            


    

     

    either
      party in the case of an illegality, any Affected Party in the case of an
      Additional Termination Event if there is more than one Affected Party, or the
      party which is not the Affected Party in the case of a Credit Event Upon Merger
      or an Additional Termination Event if there is only one Affected Party may,
      by
      not more than 20 days notice to the other party and provided that the relevant
      Termination Event is then continuing, designate a day not earlier than the
      day
      such notice is effective as an Early Termination Date in respect of all Affected
      Transactions.

     

    


    
      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

    


    (c)    Effect
      of Designation.

     

    
      	 	
              (i)

            	
              If
                notice designating an Early Termination Date is given under Section
                6(a)
                or (b), the Early Termination Date will occur on the date so designated,
                whether or not the relevant Event of Default or Termination Event
                is then
                continuing.

            


    

     

    
      	 	
              (ii)

            	
              Upon
                the occurrence or effective designation of an Early Termination Date,
                no
                further payments or deliveries under Section 2(a)(i) or 2(d) in respect
                of
                the Terminated Transactions will be required to be made, but without
                prejudice to the other provisions of this Agreement. The amount,
                if any,
                payable in respect of an Early Termination Date shall be determined
                pursuant to Section 6(e).

            


    

     

    (d)    Calculations.

     

    
      	 	
              (i)

            	
              Statement.
                On or as soon as reasonably practicable following the occurrence
                of an
                Early Termination Date, each party will make the calculations on
                its part,
                if any, contemplated by Section 6(e) and will provide to the other
                party a
                statement (1) showing, in reasonable detail, such calculations (including
                all relevant quotations and specifying any amount payable under Section
                6(e)) and (2) giving details of the relevant account to which any
                amount
                payable to it is to be paid. In the absence of written confirmation
                from
                the source of a quotation obtained in determining a Market Quotation,
                the
                records of the party obtaining such quotation will be conclusive
                evidence
                of the existence and accuracy of such
                quotation.

            


    

     

    
      	 	
              (ii)

            	
              Payment
                Date.
                An amount calculated as being due in respect of any Early Termination
                Date
                under Section 6(e) will be payable on the day that notice of the
                amount
                payable is effective (in the case of an Early Termination Date which
                is
                designated or occurs as a result of an Event of Default) and on the
                day
                which is two Local Business Days after the day on which notice of
                the
                amount payable is effective (in the case of an Early Termination
                Date
                which is designated as a result of a Termination Event). Such amount
                will
                be paid together with (to the extent permitted under applicable law)
                interest thereon (before as well as after judgment), from (and including)
                the relevant Early Termination Date to (but excluding) the date such
                amount is paid, at the Applicable Rate. Such interest will be calculated
                on the basis of daily compounding and the actual number of days
                elapsed.

            


    

     

    (e)    Payments
      on Early Termination.
      If an
      Early Termination Date occurs, the following provisions shall apply based on
      the
      parties' election in the Schedule of a payment measure, either 'Market
      Quotation” or 'Loss', and a payment method, either the “First Method” or the
“Second Method”. if the parties fail to designate a payment measure or payment
      method in the Schedule, it will be deemed that “Market Quotation” or the “Second
      Method”, as the case may be, shall apply. The amount, if any, payable in respect
      of an Early Termination Date and determined pursuant to this Section will be
      subject to any Set-off.

     

    
      	 	
              (i)

            	
              Events
                of Default.
                If the Early Termination results from an Event of
                Default:---

            


    

     

    


    
      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    

    


    
      	 	
              (1)

            	
              First
                Method and Market Quotation.
                If the First Method and Market Quotation apply, the Defaulting Party
                will
                pay to the Non-defaulting Party the excess, if a positive number,
                of (A)
                the sum of the Settlement Amount (determined by the Non-defaulting
                Party)
                in respect of the Terminated Transactions and the Unpaid Amounts
                owing to
                the Non-defaulting Party over (B) the Unpaid Amounts owing to the
                Defaulting Party.

            


    

     

    
      	 	
              (2)

            	
              First
                Method and Loss.
                If the First Method and Loss apply, the Defaulting Party will pay
                to the
                Non-defaulting Party, if a positive number, the Non-defaulting Party's
                Loss in respect of this Agreement.

            


    

     

    
      	 	
              (3)

            	
              Second
                Method and Market Quotation.
                If the Second Method and Market Quotation apply, an amount will be
                payable
                equal to (A) the sum of the Settlement Amount (determined by the
                Non-defaulting Party) in respect of the Terminated Transactions and
                the
                Unpaid Amounts owing to the Non-defaulting Party less (B) the Unpaid
                Amounts owing to the Defaulting Party. If that amount is a positive
                number, the Defaulting Party will pay it to the Non-defaulting party;
                if
                it is a negative number, the Non-defaulting Party will pay the absolute
                value of that amount to the Defaulting
                Party.

            


    

     

    
      	 	
              (4)

            	
              Second
                Method and Loss.
                If the Second Method and Loss apply, an amount will be payable equal
                to
                the Non-defaulting Party's Loss in respect of this Agreement. If
                that
                amount is a positive number, the Defaulting Party will pay it to
                the
                Non-defaulting Party; if it is a negative number, the Non-defaulting
                Party
                will pay the absolute value of that amount to the Defaulting
                Party.

            


    

     

    
      	 	
              (ii)

            	
              Termination
                Events.
                If the Early Termination Date results from a Termination
                Event-

            


    

     

    
      	 	
              (1)

            	
              One
                Affected Party.
                If there is one Affected Party, the amount payable will be determined
                in
                accordance with Section 6(e)(i)(3), if Market Quotation applies,
                or
                Section 6(e)(i)(4), if Loss applies, except that, in either case,
                references to the Defaulting Party and to the Non-defaulting Party
                will be
                deemed to be references to the Affected Party and the party which
                is not
                the Affected Party, respectively, and, if Loss applies and fewer
                than all
                the Transactions are being terminated, Loss shall be calculated in
                respect
                of all Terminated Transactions.

            


    

     

    
      	 	
              (2)

            	
              Two
                Affected Parties.
                If there are two Affected Parties:
                -

            


    

     

    
      	 	
              (A)

            	
              If
                Market Quotation applies, each party will determine a Settlement
                Amount in
                respect of the Terminated Transactions, and an amount will be payable
                equal to (I) the sum of (a) one-half of the difference between the
                Settlement Amount of the party with the higher Settlement Amount
                ('X”) and
                the Settlement Amount of the party with the lower Settlement Amount
                (“Y”)
                and (b) the Unpaid Amounts owing to X less (II) the Unpaid Amounts
                owing
                to Y; and

            


    

     

    


    
      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

    


    


     

    
      	 	
              (B)

            	
              If
                Loss applies, each party will determine its Loss in respect of this
                Agreement (or, if fewer than all the Transactions are being terminated,
                in
                respect of all Terminated Transactions) and an amount will be payable
                equal to one-half of the difference between the Loss of the party
                with the
                higher Loss (“X') and the Loss of the party with the lower loss
                (“Y°).

            


    

     

    If
      the
      amount payable is a positive number, Y will pay it to X; if it is a negative
      number, X will pay the absolute value of that amount to Y.

     

    
      	 	
              (iii)

            	
              Adjustment
                for Bankruptcy.
                In circumstances where an Early Termination Date occurs because 'Automatic
                Early Termination' applies in respect of a party, the amount determined
                under this Section 6(e) will be subject to such adjustments as are
                appropriate and permitted by taw to reflect any payments or deliveries
                made by one party to the other under this Agreement (and retained
                by such
                other party) during the period from the relevant Early Termination
                Date to
                the date for payment determined under Section
                6(d)(ii).

            


    

     

    
      	 	
              (iv)

            	
              Pre-Estimate.
                The parties agree that if Market Quotation applies an amount recoverable
                under this Section 6(e) is a reasonable pre-estimate of loss and
                not a
                penalty. Such amount is payable for the loss of bargain and the loss
                of
                protection against future risks and except as otherwise provided
                in this
                Agreement neither party will be entitled to recover any additional
                damages
                as a consequence of such losses.

            


    

     

    
      	
              7.

            	
              Transfer

            


    

     

    Neither
      this Agreement nor any interest or obligation in or under this Agreement may
      be
      transferred (whether by way of security or otherwise) by either party without
      the prior written consent of the other party, except that -

     

    (a)    a
      party
      may make such a transfer of this Agreement pursuant to a consolidation or
      amalgamation with, or merger with or into, or transfer of all or substantially
      all its assets to, another entity (but without prejudice to any other right
      or
      remedy under this Agreement); and

     

    (b)    a
      party
      may make such a transfer of all or any part of its interest in any amount
      payable to it from a Defaulting Party under Section 6(e).

     

    Any
      purported transfer that is not in compliance with this Section will be void.
      

     

    


    
      
        
          
          

        

        
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              8.

            	
              Miscellaneous

            


    

     

    (a)    Entire
      Agreement.
      This
      Agreement constitutes the entire agreement and understanding of the parties
      with
      respect to its subject matter and supersedes all oral communication and prior
      writings with respect thereto.

     

    (b)    Amendments.
      No
      amendment, modification or waiver in respect of this Agreement will be effective
      unless in writing (including a writing evidenced by a facsimile transmission)
      and executed by each of the parties or confirmed by an exchange of telexes
      or
      electronic messages on an electronic messaging system.

     

    (c)    Survival
      of Obligations.
      Without
      prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties
      under this Agreement will survive the termination of any
      Transaction.

     

    (d)    Remedies
      Cumulative.
      Except
      as provided in this Agreement, the rights, powers, remedies and privileges
      provided in this Agreement are cumulative and not exclusive of any rights,
      powers, remedies and privileges provided by law.

     

    (e)    Counterparts
      and Confirmations.

     

    
      	 	
              (i)

            	
              This
                Agreement (and each amendment, modification and waiver in respect
                of it)
                may be executed and delivered in counterparts (including by facsimile
                transmission), each of which will be deemed an
                original.

            


    

     

    
      	 	
              (ii)

            	
              The
                parties intend that they are legally bound by the terms of each
                Transaction from the moment they agree to those terms (whether orally
                or
                otherwise). A Confirmation shall be entered into as soon as practicable
                and may be executed and delivered in counterparts (including by facsimile
                transmission) or be created by an exchange of telexes or by an exchange
                of
                electronic messages on an electronic messaging system, which in each
                case
                will be sufficient for all purposes to evidence a binding supplement
                to
                this Agreement. The parties will specify therein or through another
                effective means that any such counterpart, telex or electronic message
                constitutes a Confirmation.

            


    

     

    (f)    No
      Waiver of Rights.
      A
      failure or delay in exercising any right, power or privilege in respect of
      this
      Agreement will not be presumed to operate as a waiver, and a single or partial
      exercise of any right, power or privilege will not be presumed to preclude
      any
      subsequent or further exercise, of that right, power or privilege or the
      exercise of any other right, power or privilege.

     

    (g)    Headings.
      The
      headings used in this Agreement are for convenience of reference only and are
      not to affect the construction of or to be taken into consideration in
      interpreting this Agreement.

     

    
      	
              9.

            	
              Expenses

            


    

     

    A
      Defaulting Party will, on demand, indemnify and hold harmless the other party
      for and against all reasonable out-of pocket expenses, including legal fees,
      incurred by such other party by reason of the enforcement and protection of
      its
      rights under this Agreement or any Credit Support Document to which the
      Defaulting Party is a party or by reason of the early termination of any
      Transaction, including, but not limited to, costs of collection.

     

    


    
      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

    

    


    


     

    
      	
              10.

            	
              Notices

            


    

     

    (a)    Effectiveness.
      Any
      notice or other communication in respect of this Agreement may be given in
      any
      manner set forth below (except that a notice or other communication under
      Section 5 or 6 may not be given by facsimile transmission or electronic
      messaging system) to the address or number or in accordance with the electronic
      messaging system details provided (see the Schedule) and will be deemed
      effective as indicated:-

     

    
      	 	
              (i)

            	
              if
                in writing and delivered in person or by courier, on the date it
                is
                delivered;

            


    

     

    
      	 	
              (ii)

            	
              if
                sent by telex, on the date the recipient's answerback is
                received;

            


    

     

    
      	 	
              (iii)

            	
              if
                sent by facsimile transmission, on the date that transmission is
                received
                by a responsible employee of the recipient in legible form (it being
                agreed that the burden of proving receipt will be on the sender and
                will
                not be met by a transmission report generated by the sender's facsimile
                machine);

            


    

     

    
      	 	
              (iv)

            	
              if
                sent by certified or registered mail (airmail, if overseas) or the
                equivalent (return receipt requested), on the date that mail is delivered
                or its delivery is attempted; or

            


    

     

    
      	 	
              (v)

            	
              if
                sent by electronic messaging system, on the date that electronic
                message
                is received, unless
                the date of that delivery (or attempted delivery) or that receipt,
                as
                applicable, is not a Local Business Day or that communication is
                delivered
                (or attempted) or received, as applicable, after the close of business
                on
                a Local Business Day, in which case that communication shall be deemed
                given and effective on the first following day that is a Local Business
                Day.

            


    

     

    (b)    Change
      of Addresses.
      Either
      party may by notice to the other change the address, telex or facsimile number
      or electronic messaging system details at which notices or other communications
      are to be given to it.

     

    
      	
              11.

            	
              Governing
                Law and Jurisdiction

            


    

     

    (a)    Governing
      Law.
      This
      Agreement will be governed by and construed in accordance with the law specified
      in the Schedule.

     

    (b)    Jurisdiction.
      With
      respect to any suit, action or proceedings relating to this Agreement
      (“Proceedings”), each party irrevocably:

     

    
      	 	
              (i)

            	
              submits
                to the jurisdiction of the English courts, if this Agreement is expressed
                to be governed by English law, or to the non-exclusive jurisdiction
                of the
                courts of the State of New York and the United States District Court
                located in the Borough of Manhattan in New York City, if this Agreement
                is
                expressed to be governed by the laws of the State of New York;
                and

            


    

     

    


    
      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

    

    


    


     

    
      	 	
              (ii)

            	
              waives
                any objection which it may have at any time to the laying of venue
                of any
                Proceedings brought in any such court, waives any claim that such
                Proceedings have been brought in an inconvenient forum and further
                waives
                the right to object, with respect to such Proceedings, that such
                court
                does not have any jurisdiction over such
                party.

            


    

     

    Nothing
      in this Agreement precludes either party from bringing Proceedings in any other
      jurisdiction (outside, if this Agreement is expressed to be governed by English
      law, the Contracting States, as defined in Section 1(3) of the Civil
      Jurisdiction and Judgments Act 1982 or any modification, extension or
      re-enactment thereof for the time being in force) nor will the bringing of
      Proceedings in any one or more jurisdictions preclude the bringing of
      Proceedings in any other jurisdiction.

     

    (c)    Waiver
      of Immunities.
      Each
      party irrevocably waives, to the fullest extent permitted by applicable law,
      with respect to itself and its revenues and assets (irrespective of their use
      or
      intended use), all immunity on the grounds of sovereignty or other similar
      grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way
      of
      injunction, order for specific performance or for recovery of property, (iv)
      attachment of its assets (whether before or after judgment) and (v) execution
      or
      enforcement of any judgment to which it or its revenues or assets might
      otherwise be entitled in any Proceedings in the courts of any jurisdiction
      and
      irrevocably agrees, to the extent permitted by applicable law, that it will
      not
      claim any such immunity in any Proceedings.

     

    
      	
              12.

            	
              Definitions

            


    

     

    As
      used
      in this Agreement:-

     

    “Additional
      Termination Event”
has
      the
      meaning specified in Section 5(b).

     

    “Affected
      Party” has the meaning specified in Section 5(b).

     

    “Affected
      Transactions”
means
      (a) with respect to any Termination Event consisting of an illegality, all
      Transactions affected by the occurrence of such Termination Event and (b) with
      respect to any other Termination Event, all Transactions.

     

    “Affiliate”
means,
      subject to the Schedule, in relation to any person, any entity controlled,
      directly or indirectly, by the person, any entity that controls, directly or
      indirectly, the person or any entity directly or indirectly under common control
      with the person. For this purpose, “control” of any
      entity or
      person means ownership of a majority of the voting power of the entity or
      person.

     

    


    
      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

    

    


    “Applicable
      Rate”
      means:-

     

    


    (a)    in
      respect of obligations payable or deliverable (or which would have been but
      for
      Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

     

    (b)    in
      respect of an obligation to pay an amount under Section 6(e) of either party
      from and after the date (determined in accordance with Section 6(d)(ii)) on
      which that amount is payable, the Default Rate;

     

    (c)    in
      respect of all other obligations payable or deliverable (or which would have
      been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default
      Rate;
      and

     

    (d)    in
      all
      other cases, the Termination Rate.

     

    “consent”
      includes a consent, approval, action, authorisation, exemption, notice, filing,
      registration or exchange control consent.

     

    “Credit
      Event Upon Merger”
has
      the
      meaning specified in Section 5(b).

     

    “Credit
      Support Document” means any agreement or instrument that is
      specified as such in this Agreement.

     

    “Credit
      Support Provider”
has
      the
      meaning specified in the Schedule.

     

    “Default
      Rate”
means
      a
      rate per annum equal to the cost (without proof or evidence of any actual cost)
      to the relevant payee (as certified by it) if it were to fund or of funding
      the
      relevant amount plus 1% per annum.

     

    “Defaulting
      Party”
has
      the
      meaning specified in Section 6(a).

     

    “Early
      Termination Date”
means
      the date determined in accordance with Section 6(a) or 6(b)(iii).

     

    “Event
      of Default” has the meaning specified in Section 5(a) and, if
      applicable, in the Schedule.

     

    “Illegality”
has
      the
      meaning specified in Section 5(b).

     

    “law”
      includes any treaty, law, rule or regulation and “lawful”
and
      “unlawful”
will
      be
      construed accordingly.

     

    “Local
      Business Day”
means,
      subject to the Schedule, a day on which commercial banks are open for business
      (including dealings in foreign exchange and foreign currency deposits) (a)
      in
      relation to any obligation under Section 2(a)(i), in the place(s) specified
      in
      the relevant Confirmation or, if not so specified, as otherwise agreed by the
      parties in writing or determined pursuant to provisions contained, or
      incorporated by reference, in this Agreement, (b) in relation to any other
      payment, in the place where the relevant account is located, (c) in relation
      to
      any notice or other communication, including notice contemplated under Section
      5(a)(i), in the city specified in the address for notice provided by the
      recipient and, in the case of a notice contemplated by Section 2(b), in the
      place where the relevant new account is to be located and (d) in relation to
      Section 5(a)(v)(2), in the relevant locations for performance with respect
      to
      such Specified Transaction.

     

    


    
      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

    

    


    


     

    “Loss”
means,
      with respect to this Agreement or one or more Terminated Transactions, as the
      case may be, and a party, an amount that party reasonably determines in good
      faith to be its total losses and costs (or gain, in which case expressed as
      a
      negative number) in connection with this Agreement or that Terminated
      Transaction or group of Terminated Transactions, as the case may be, including
      any loss of bargain, cost of funding or, at the election of such party but
      without duplication, loss or cost incurred as a result of its terminating,
      liquidating, obtaining or reestablishing any hedge or related trading position
      (or any gain resulting from any of them). Loss includes losses and costs (or
      gains) in respect of any payment or delivery required to have been made
      (assuming satisfaction of each applicable condition precedent) on or before
      the
      relevant Early Termination Date and not made, except, so as to avoid
      duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does
      not include a party's legal fees and out-of-pocket expenses referred to under
      Section 9. A party will determine its Loss as of the relevant Early Termination
      Date, or, if that is not reasonably practicable, as of the earliest date
      thereafter as is reasonably practicable. A party may (but need not) determine
      its Loss by reference to quotations of relevant rates or prices from one or
      more
      leading dealers in the relevant markets.

     

    “Market
      Quotation”
means,
      with respect to one or more Terminated Transactions and a party making the
      determination, an amount determined on the basis of quotations from Reference
      Market-makers. Each quotation will be for an amount, if any, that would be
      paid
      to such party (expressed as a negative number) or by such party (expressed
      as a
      positive number) in consideration of an agreement between such party (taking
      into account any existing Credit Support Document with respect to the
      obligations of such party) and the quoting Reference Market-maker to enter
      into
      a transaction (the 'Replacement Transaction') that would have the effect of
      preserving for such party the economic equivalent of any payment or delivery
      (whether the underlying obligation was absolute or contingent and assuming
      the
      satisfaction of each applicable condition precedent) by the parties under
      Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated
      Transactions that would, but for the occurrence of the relevant Early
      Termination Date, have been required after that date. For this purpose, Unpaid
      Amounts in respect of the Terminated Transaction or group of Terminated
      Transactions are to be excluded but, without limitation, any payment or delivery
      that would, but for the relevant Early Termination Date, have been required
      (assuming satisfaction of each applicable condition precedent) after that Early
      Termination Date is to be included. The Replacement Transaction would be subject
      to such documentation as such party and the Reference Market-maker may, in
      good
      faith, agree. The party making the determination (or its agent) will request
      each Reference Market-maker to provide its quotation to the extent reasonably
      practicable as of the same day and time (without regard to different time zones)
      on or as soon as reasonably practicable after the relevant Early Termination
      Date. The day and time as of which those quotations are to be obtained will
      be
      selected in good faith by the party obliged to make a determination under
      Section 6(e), and, if each party is so obliged, after consultation with the
      other. If more than three quotations are provided, the Market Quotation will
      be
      the arithmetic mean of the quotations, without regard to the quotations having
      the highest and lowest values. If exactly three such quotations are provided,
      the Market Quotation will be the quotation remaining after disregarding the
      highest and lowest quotations. For this purpose, if more than one quotation
      has
      the same highest value or lowest value, then one of such quotations shall be
      disregarded. If fewer than three quotations are provided, it Will be deemed
      that
      the Market Quotation in respect of such Terminated Transaction or group of
      Terminated Transactions cannot be determined.

     

    


    
      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

    

    


    


     

    “Non-default
      Rate”
means
      a
      rate per annum equal to the cost (without proof or evidence of any actual cost)
      to the Non-defaulting Party (as certified by it) if it were to fund the relevant
      amount.

     

    “Non-defaulting
      Party”
has
      the
      meaning specified in Section 6(a).

     

    “Potential
      Event of Default”
means
      any event which, with the giving of notice or the lapse of time or both, would
      constitute an Event of Default.

     

    “Reference
      Market-makers”
means
      four leading dealers in the relevant market selected by the party determining
      a
      Market Quotation in good faith (a) from among dealers of the highest credit
      standing which satisfy all the criteria that such party applies generally at
      the
      time in deciding whether to offer or to make an extension of credit and (b)
      to
      the extent practicable, from among such dealers having an office in the same
      city.

     

    “Scheduled
      Payment Date”
means
      a
      date on which a payment or delivery is to be made under Section 2(a)(i) with
      respect to a Transaction.

     

    “Set-off”
means
      set-off, offset, combination of accounts, right of retention or withholding
      or
      similar right or requirement to which the payer of an amount under Section
      6 is
      entitled or subject (whether arising under this Agreement, another contract,
      applicable law or otherwise) that is exercised by, or imposed on, such
      payer.

     

    “Settlement
      Amount”
means,
      with respect to a party and any Early Termination Date, the sum
      of:-

     

    (a)    the
      Market Quotations (whether positive or negative) for each Terminated Transaction
      or group of Terminated Transactions for which a Market Quotation is determined;
      and

     

    (b)    such
      party's Loss (whether positive or negative and without reference to any Unpaid
      Amounts) for each Terminated Transaction or group of Terminated Transactions
      for
      which a Market Quotation cannot be determined or would not (in the reasonable
      belief of the party making the determination) produce a commercially reasonable
      result.

     

    “Specified
      Entity”
has
      the
      meaning specified in the Schedule.

     

    “Specified
      Indebtedness”
means,
      subject to the Schedule, any obligation (whether present or future, contingent
      or otherwise, as principal or surety or otherwise) in respect of borrowed
      money.

     

    “Specified
      Transaction”
means,
      subject to the Schedule, (a) any transaction (including an agreement with
      respect thereto) now existing or hereafter entered into between one party to
      this Agreement (or any Credit Support Provider of such party or any applicable
      Specified Entity of such party) and the other party to this Agreement (or any
      Credit Support Provider of such other party or any applicable Specified Entity
      of such other party) which is a rate swap transaction, basis swap, forward
      rate
      transaction, commodity swap, commodity option, equity or equity index swap,
      equity or equity index option, bond option, interest rate option, foreign
      exchange transaction, cap transaction, floor transaction, collar transaction,
      currency swap transaction, cross-currency rate swap transaction, currency option
      or any other similar transaction (including any
      option with respect to any of these transactions), (b) any combination of these
      transactions and (c) any other transaction identified as a Specified Transaction
      in this Agreement or the relevant confirmation.

    


    
      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

    

    


     

    “Terminated
      Transactions”
means
      with respect to any Early Termination Date (a) if resulting from a Termination
      Event, all Affected Transactions and (b) if resulting from an Event of Default,
      all Transactions (in either case) in effect immediately before the effectiveness
      of the notice designating that Early Termination Date (or, if “Automatic Early
      Termination' applies, immediately before that Early Termination
      Date).

     

    “Termination
      Event”
means
      Illegality or, if specified to be applicable, a Credit Event Upon Merger or
      an
      Additional Termination Event.

     

    “Termination
      Rate”
means
      a
      rate per annum equal to the arithmetic mean of the cost (without proof or
      evidence of any actual cost) to each party (as certified by such party) if
      it
      were to fund or of funding such amounts.

     

    “Unpaid
      Amounts”
owing
      to any party means, with respect to an Early Termination Date, the aggregate
      of
      (a) in respect of all Terminated Transactions, the amounts that became payable
      (or that would have become payable but for Section 2(a)(iii)) to such party
      under Section 2(a)(i) on or prior to such Early Termination Date and which
      remain unpaid as at such Early Termination Date and (b) in respect of each
      Terminated Transaction, for each obligation under Section 2(a)(i) which was
      (or
      would have been but for Section 2(a)(iii)) required to be settled by delivery
      to
      such party on or prior to such Early Termination Date and which has not been
      so
      settled as at such Early Termination Date, an amount equal to the fair market
      value of that which was (or would have been) required to be delivered as of
      the
      originally scheduled date for delivery, in each case together with (to the
      extent permitted under applicable law) interest, in the currency of such
      amounts, from (and including) the date such amounts or obligations were or
      would
      have been required to have been paid or performed to (but excluding) such Early
      Termination Date, at the Applicable Rate. Such amounts of interest will be
      calculated on the basis of daily compounding and the actual number of days
      elapsed. The fair market value of any obligation referred to in clause (b)
      above
      shall be reasonably determined by the party obliged to make the determination
      under Section 6(e) or, if each party is so obliged, it shall be the average
      of
      the fair market values reasonably determined by both parties.

     

    


    
      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF
      the
      parties have executed this document on the respective dates specified below
      with
      effect from the date specified on the first page of this document.

     

    


    
      	
              KeyBank
                National Association

            	 	
              Hartman
                REIT Operating Partnership, L.P.

            
	
              (Name
                of Party)

            	 	
              (Name
                of Party)

            
	 	 	 
	
              By:

            	
              /s/
                Thomas J. Simenic

            	 	
              By:

            	
              Hartman
                Commercial Properties REIT, its 
                sole
                  general partner

              

            
	 	
              Name: 
                Thomas J. Simenic

              Title: Senior
                Vice President

              Date: March
                16, 2006

            	 	
               

            
	 	 	
              By:

            	
              /s/
                Allen R. Hartman

            
	 	 	 	
              Name: Allen
                R. Hartman

              Title: President

              Date:

            
	 	 	 
	 	 	
              Hartman
                REIT Operating Partnership III LP

            
	 	 	 
	 	 	
              By:    
                Hartman REIT Operating Partnership III GP LLC, a Texas limited liability
                company, its sole general partner

            
	 	 	 
	 	 	
              By:
                Hartman REIT Operating Partnership, L.P., a Delaware limited partnership,
                its sole partner

            
	 	 
	 	 	
              By:
                Hartman Commercial Properties REIT, a Maryland real estate investment
                trust, its sole general partner

            
	 	 
	 	
              By:

            	
              /s/
                Allen R. Hartman

            
	 	 	
              Allen
                R. Hartman

            


    

    


    


    


    


    


    
      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      TO THE MASTER AGREEMENT

    


    dated
      as
      of March 16, 2006

    


    between
      Key
      Bank National Association
      (“Party
      A”) and Hartman
      REIT Operating Partnership, L.P. and Hartman REIT Operating Partnership III
      LP
(“Party
      B”)

    


    Part
      1. Termination Provisions.

    


    (a)    “Specified
      Entity” means
      in
      relation to Party A for the purpose of:

    


    Section
      5(a)(v), None 

    Section
      5(a)(vi), None 

    Section
      5(a)(vii), None 

    Section
      5(b)(ii), None 

    


    and
      in
      relation to Party B for the purpose of:

    


    Section 5(a)(v),
      Any
      current or future Affiliate of Party B 

    Section
      5(a)(vi), Any
      current or future Affiliate of Party B 

    Section
      5(a)(vii), Any
      current or future Affiliate of Party B 

    Section
      5(b)(ii), Any
      current or future Affiliate of Party B 

    


    
      	
              (b)

            	
              “Specified
                Transaction”
                will have the meaning specified in Section 12 of this
                Agreement.

            


    

    


    
      	
              (c)

            	
              The
                “Cross
                Default”
                provisions of Section 5(a)(vi) will apply to Party
                B.

            


    

    


    
      	
              (d)

            	
              “Specified
                Indebtedness”
                will have the meaning specified in Section 12 of this
                Agreement.

            


    

    


    
      	
              (e)

            	
              “Threshold
                Amount”
                means $100,000.

            


    

    


    
      	
              (f)

            	
              The
                “Credit
                Event Upon Merger”
                provisions of Section 5(b)(ii) will apply to Party
                B.

            


    

    


    
      	
              (g)

            	
              The
                “Automatic
                Early Termination” provision
                of Section 6(a) will not apply to Party A or Party
                B.

            


    

    


    
      	
              (h)

            	
              Payments
                on Early Termination.
                For purposes of Section 6(e) of this Agreement:


            


    

    (i)    The
      Second Method payment method will apply.

    (ii)    The
      Loss
      payment measure will apply.

    


    
      	
              (i)

            	
              Additional
                Termination Event:
                For the purpose of Section 5(b)(iii) of this Agreement, it shall
                be an
                “Additional Termination Event” with Party B being the Affected Party if
                (i) the loan or other indebtedness in connection with which a Transaction
                is entered into by Party B for the purpose or with the effect of
                altering
                the net combined payment of Party B
                from a floating to fixed or a fixed to floating rate basis is repaid,
                in
                whole or in part, whether upon acceleration of principal, at maturity,
                or
                otherwise, or for any other reason ceases to be an obligation of
                Party B,
                with or without the consent of Party A, or (ii) any Credit Support
                Document expires, terminates, or ceases to be in full force and effect
                for
                the purpose of this Agreement unless this Agreement is expressly
                amended
                in writing to reflect that it is no longer a Credit Support Document
                hereunder.

            


    

    


    
      
        
          
          

        

        
          Page
            1 of 5

          
            

          

        

        
          
          

        

      

    

    


    


    Part
      2. Agreement to Deliver Documents.

    


    For
      the
      purpose of Section 4(a) of this Agreement, Party B agrees to deliver the
      following documents:

    


    
      	
              (a)

            	
              A
                certificate of an authorized officer of Party B evidencing the necessary
                corporate authorizations, resolutions, and approvals with respect
                to the
                execution, delivery and performance of this Agreement, and certifying
                the
                names, true signatures, and authority of the officer(s) signing this
                Agreement and executing Transactions
                hereunder.

            


    

    


    
      	(b)	
              Quarterly
                and annual financial statements of Party B when requested by Party
                A.

            


    

    


    
      	(c)	
              IRS
                Form W-9 of Party B when requested by Party
                A.

            


    

    


    Part
      3. Miscellaneous.

    


    (a)    Addresses
      for Notices:
      For the
      purpose of Section 10(a) of this Agreement

    


    Address
      for notices or communications to Party
      A:

    


    Address:
      127
      Public Square, OH—01-27-0405, Cleveland, Ohio 44114-1306 

    


    Attention:
      Interest
      Rate Risk Management 

    


    Facsimile
      No.: (216)
      689-4737    Telephone
      No.: 216-689-5288 

    


    Address
      for notices or communications to Party
      B:

    


    Address:
      1450
      W
      Sam Houston Pky Suite 100 Houston, TX 77043 

    


    Attention:
      Terry
      Henderson 

    


    Facsimile
      No.: (713)
      973-2522    Telephone
      No.: 713-586-2671 

    


    (b)    Calculation
      Agent. The
      Calculation Agent is Party A.

     

    
      
        
          
          

        

        
          Page
            2 of 5

          
            

          

        

        
          
          

        

      

    

     

    
      


      
        	
                (c)

              	
                Credit
                  Support Document:
                  In
                  relation to Party B, means REVOLVING CREDIT AGREEMENT among HARTMAN
                  REIT
                  OPERATING PARTNERSHIP, L.P., HARTMAN REIT OPERATING PARTNERSHIP
                  III LP and
                  OTHER BORROWERS  WHICH
                  MAY BECOME PARTIES TO THIS AGREEMENT and KEYBANK NATIONAL ASSOCIATION,
                  UNION BANK OF CALIFORNIA, N.A., COMPASS BANK, COMERICA BANK AND
                  COMMERCEBANK, N.A. and OTHER LENDERS WHICH MAY BECOME PARTIES TO
                  THIS
                  AGREEMENT and KEYBANK NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT
                  and
                  UNION BANK OF CALIFORNIA, N.A. AS DOCUMENTATION AGENT with KEYBANC
                  CAPITAL
                  MARKETS, AS LEAD ARRANGER AND BOOK MANAGER, Dated as of March 11,
                  2005;
                  and any guarantee, security agreement, or other document in effect
                  from
                  time to time that, by its terms, guarantees, secures or otherwise
                  supports
                  the performance of Party B’s obligations under this
                  Agreement.

              

 

    

    
      	
              (d)

            	
              Credit
                Support Provider:
                Any individual or entity named in a Credit Support Document who is
                securing Party B’s full and timely performance of its obligations to Party
                A under such documents, including without limitation
                guarantors.

            


    

    


    
      	
              (e)

            	
              Governing
                Law.
                This Agreement will be governed by and construed in accordance with
                the
                laws of the State of New York without reference to choice of law
                doctrine.

            


    

    


    
      	
              (f)

            	
              Definitions.
                Section 12 is modified as follows:

            


    

    


    (i) “Default
      Rate” means Prime +2%.

    


    
      	
              (g)

            	
              Payments.

            


    

    


    
      	 	
              Party
                A will make payments to Party B by transfer to the account of Party
                B at
                KeyBank National Association (Account
                Number: Please Provide ____________________).

            


    

    


    
      	 	
              Party
                B will make payments to Party A by transfer from the account of Party
                B at
                KeyBank National Association (Account
                Number: Please Provide _______________),
                and Party A is irrevocably authorized to debit such account for each
                such
                payment (it being understood that Party B will at all times maintain
                sufficient balances in such account for such
                purposes).

            


    

    


    Part
      4. Other Provisions.

    


    
      	
              (a)

            	
              Additional
                Representations.
                Party B represents to Party A (which representation will be deemed
                to be
                repeated by Party B on each date on which a Transaction is entered
                into)
                that it, or any Credit Support Provider has: (A) if a corporation,
                partnership, proprietorship, limited liability company or trust,
                (1) total
                assets exceeding $10,000,000 or (2) a net worth exceeding $1,000,000
                and
                is
                entering into the Transaction in connection with the conduct of its
                business or to manage the risk associated with an asset or liability
                owned
                or incurred in the conduct of its business, or (B) if an individual,
                total
                assets exceeding (1) $10,000,000 or (2) $5,000,000 and
                who is entering into the Transaction to manage the risk associated
                with an
                asset owned or liability incurred, or reasonably likely to be owned
                or
                incurred, by the individual.

            


    

    


    
      
        
          
          

        

        
          Page
            3 of 5

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              (b)

            	
              Event
                of Default.
                Each Party agrees to notify the other party of the occurrence of
                any Event
                of Default or Potential Event of Default immediately upon learning
                of the
                occurrence thereof.

            


    

    


    
      	
              (c)

            	
              Disclaimer.
                In
                entering into this Agreement:

            


    

    
      	 	
              1.

            	
              Party
                B understands that there is no assurance as to the direction in which
                interests rates in financial markets may move in the future and that
                Party
                A makes no covenant, representation, or warranty in this regard or
                in
                regard to the suitability of the terms of the Agreement or any Transaction
                to the particular needs and financial situation of Party
                B.

            


    

    
      	 	
              2.

            	
              Party
                B has made its own independent, informed decision to enter into this
                Agreement and any Transaction.

            


    

    
      	 	
              3.

            	
              Party
                B represents, which representation shall be deemed repeated with
                respect
                to and at the time of each Agreement and Transaction, that (A) it
                has had
                the opportunity, independently of Party A and Party A’s affiliates,
                officers, employees, and agents, to consult its own financial advisors
                and
                has determined that it is in Party B’s interest to enter into the
                Agreement and any Transaction, (B) it is capable of assuming and
                assumes
                the risks of any Transaction and (C) it is capable of assuming and
                assumes
                all risks (financial and otherwise) associated with any Transaction,
                including but not limited to, Market Risk (defined as the risk that
                the
                Transaction may increase or decrease in value with a change in, among
                other things, interest rates or the yield curve), and Liquidity Risk
                (defined as the risk that the Transaction cannot be closed out of
                or
                disposed of quickly at or near its
                value).

            


    

    
      	 	
              4.

            	
              Party
                A is not acting as a fiduciary for or advisor to Party B in respect
                of any
                Transaction.

            


    

    
      	 	
              5.

            	
              Party
                B is not relying on any communications (written or oral) of Party
                A as
                investment advice or as a recommendation to enter into this Transaction,
                it being understood that information and explanations related to
                the terms
                and conditions of this Agreement and any Transaction shall not be
                considered investment advice or a recommendation to enter into this
                Transaction.

            


    

    
      	 	
              6.

            	
              Party
                B is capable of assessing the terms, conditions and risks (on its
                own
                behalf or through independent professional advice) of this Agreement
                and
                any Transaction and understands and accepts such terms, conditions
                and
                risks.

            


    

    


    
      	
              (d)

            	
              Waiver
                of Jury Trial.
                Each party hereby irrevocably waives, to the fullest extent permitted
                by
                applicable law, and any and all rights it may have to trial by jury
                in
                respect of any proceedings arising out of or relating to this Agreement
                or
                any Transaction and acknowledges that it and the other party have
                been
                induced to enter into this Agreement by, among other things, these
                mutual
                waivers.

            


    

    


    
      	
              (e)

            	
              Set-off.
                The right to exercise a Set-off against any amount otherwise payable
                in
                respect of an Early Termination Date pursuant to Section 6(e) may
                be
                applied solely at the election of the Non-Defaulting Party in the
                case of
                an Event of Default, and by the party other than the Affected Party
                in the
                case of a Termination Event or Additional Termination Event, whether
                or
                not such party is the payer or payee of an amount determined pursuant
                to
                Section 6. If an obligation is unascertained, such party may in good
                faith
                estimate that obligation and exercise a Set-off in respect of the
                estimate, subject to the relevant party accounting to the other party
                when
                the obligation becomes ascertained.

            


    

    


    
      
        
          
          

        

        
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            4 of 5

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              (f)

            	
              Small
                Business Administration Loans.
                If
                this Agreement relates to an interest rate swap on a loan guaranteed
                by
                the Small Business Administration, then Party B acknowledges that
                the
                Small Business Administration is not a party to this Agreement and
                does
                not guaranty it. In the event that the Small Business Administration
                is
                called upon to honor its guaranty to Party A, Party B’s debt will be
                determined by the terms of the loan, including the variable interest
                rate
                provision.

            


    

    


    
      	
              (g)

            	
              USA
                PATRIOT Act Notice.
                Party A hereby notified Party B 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 that identifies Party B, which information includes the
                name
                and address of Party B, the Tax-Identification Number, and other
                information that will allow Party A to identify Party B in accordance
                with
                the Act. 1 

            


    

    


    
      	
              (h)

            	
              Termination.
                Party B acknowledges that upon an early termination of any or all
                Transactions or Specified Transactions under this Agreement, monies
                may be
                due and payable by Party B to Party A, or by Party A to Party
                B.

            


    

    


    


    
      	
              KeyBank
                National Association

            	
              Hartman
                REIT Operating Partnership, L.P.

            
	
              (Name
                of Party)

            	
              (Name
                of Party)

            
	 	 
	
              By: 
                /s/
                Thomas J. Simenic

            	
              By:      
                Hartman Commercial Properties REIT,

            
	
              Name:
                Thomas J. Simenic 

            	
                          
                its sole general partner

            
	
              Title:
                Senior Vice President

            	 
	
              Date:
                March 16, 2006

            	
              By: 
                /s/
                Allen R. Hartman

            
	 	
              Name:
                Allen R. Hartman

            
	 	
              Title:
                President

            
	 	
              Date:

            


    

     

     

     

     

    
      


      
        	 	
                Hartman
                  REIT Operating Partnership III L.P.

              
	 	 
	 	By:    
                Hartman REIT Operating Partnership III GP LLC,
	 	          
                a Texas limited liability company, its sole general partner
	 	 
	 	
                By:    
                  Hartman REIT Operating Partnership, L.P.,

              
	 	
                          
                  a Delaware limited partnership, its sole

              
	 	
                          
                  partner

              
	 	 
	 	
                By:   
                   Hartman Commercial Properties REIT,

              
	 	
                          
                  a Maryland real estate investment trust,

              
	 	
                          
                  its sole general partner

              
	 	 
	 	 
	 	
                By: 
                  /s/
                  Allen R. Hartman

              
	 	
                      
                  Allen R. Hartman, president

              


      

      
 


    

    
      

    

    
      1
        This
        provision is included as a means of compliance with the notice requirements
        contained in the regulations under the USA PATRIOT ACT.



    
      
        
          
          

        

        
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