2006 Form 10-K Exhibit 10.13







 

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of October 31, 2006



among



ALEXANDRIA REAL ESTATE EQUITIES, INC.,

ALEXANDRIA REAL ESTATE EQUITIES, L.P.,

ARE-QRS CORP.,

ARE ACQUISITIONS, LLC,

and

The Other Subsidiaries Party Hereto,

as the Borrowers,



 

BANK OF AMERICA, N.A.,

as Administrative Agent, Swing Line Lender and L/C Issuer,



 

CITICORP NORTH AMERICA, INC.,

as Syndication Agent,



Eurohypo AG, New York Branch,

SOCIETE GENERALE,

THE ROYAL BANK OF SCOTLAND, PLC,

CALYON, NEW YORK BRANCH,

THE BANK OF NOVA SCOTIA,

and

UBS LOAN FINANCE LLC

as Co-Documentation Agents,



and



The Other Lenders Party Hereto



BANC OF AMERICA SECURITIES LLC

and

CITIGROUP GLOBAL MARKETS INC.,

as Joint Lead Arrangers and Joint Bookrunners


















TABLE OF CONTENTS



	
 	
 	
 	
 	
Page

	
	
 	
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS	
 	
1
	
 	
 	
 	
 	
 
	
1.01	
 	
    Defined Terms	
 	
1
	
1.02	
 	
    Other Interpretive Provisions	
 	
33
	
1.03	
 	
    Accounting Terms	
 	
34
	
1.04	
 	
    Times of Day	
 	
35
	
1.05	
 	
    Letter of Credit Amounts	
 	
35
	
 	
 	
 	
 	
 
	
	
 	
ARTICLE II  THE COMMITMENTS AND CREDIT EXTENSIONS	
 	
35
	
 	
 	
 	
 	
 
	
2.01	
 	
    Committed Loans	
 	
35
	
2.02	
 	
    Borrowings, Conversions and Continuations of Committed Loans	
 	
36
	
2.03	
 	
    Letters of Credit	
 	
37
	
2.04	
 	
    Swing Line Loans	
 	
46
	
2.05	
 	
    Prepayments	
 	
49
	
2.06	
 	
    Termination or Reduction of Aggregate Revolving Commitments	
 	
50
	
2.07	
 	
    Repayment of Loans	
 	
51
	
2.08	
 	
    Interest	
 	
51
	
2.09	
 	
    Fees	
 	
52
	
2.10	
 	
    Computation of Interest and Fees	
 	
53
	
2.11	
 	
    Evidence of Debt	
 	
53
	
2.12	
 	
    Payments Generally; Administrative Agent's Clawback	
 	
54
	
2.13	
 	
    Sharing of Payments by Lenders	
 	
55
	
2.14	
 	
    Extension of Revolving Commitment Termination Date and/or Term Loan Maturity Date	
 	
56
	
2.15	
 	
    Increase in Commitments	
 	
57
	
2.16	
 	
    Unencumbered Asset Pool	
 	
59
	
 	
 	
 	
 	
 
	
	
 	
ARTICLE III  TAXES, YIELD PROTECTION AND ILLEGALITY	
 	
60
	
 	
 	
 	
 	
 
	
3.01	
 	
    Taxes	
 	
60
	
3.02	
 	
    Illegality.	
 	
62
	
3.03	
 	
    Inability to Determine Rates.	
 	
63
	
3.04	
 	
    Increased Costs; Reserves on Eurodollar Rate Loans.	
 	
63
	
3.05	
 	
    Compensation for Losses.	
 	
65
	
3.06	
 	
    Mitigation Obligations; Replacement of Lenders.	
 	
66
	
 	
 	
 	
 	
 
	
	
 	
ARTICLE IV  CONDITIONS PRECEDENT TO THE AMENDMENT AND RESTATEMENT OF THE EXISTING 	
 	
 
	
 	
 	
CREDIT AGREEMENT AND FURTHER CREDIT EXTENSIONS	
 	
66
	
 	
 	
 	
 	
 
	
4.01	
 	
    Conditions of Effectiveness of this Agreement.	
 	
66
	
4.02	
 	
    Conditions to all Credit Extensions.	
 	
68
	
 	
 	
 	
 	
 
	
	
 	
ARTICLE V  REPRESENTATIONS AND WARRANTIES	
 	
69
	
 	
 	
 	
 	
 
	
5.01	
 	
    Existence, Qualification and Power; Compliance with Laws.	
 	
69
	
5.02	
 	
    Authorization; No Contravention.	
 	
69
	
5.03	
 	
    Governmental Authorization; Other Consents.	
 	
70
	
5.04	
 	
    Binding Effect.	
 	
70
	
5.05	
 	
    Financial Statements; No Material Adverse Effect.	
 	
70
	
5.06	
 	
    Litigation.	
 	
71
	
5.07	
 	
    No Default.	
 	
71
	
5.08	
 	
    Ownership of Property; Liens.	
 	
71
	
5.09	
 	
    Environmental Compliance.	
 	
71
	
5.10	
 	
    Insurance.	
 	
71
	
5.11	
 	
    Taxes.	
 	
72
	
5.12	
 	
    ERISA Compliance.	
 	
72





                                              i






	
5.13	
 	
    Subsidiaries; Equity Interests.	
 	
73
	
5.14	
 	
    Margin Regulations; Investment Company Act; REIT and Tax Status; Stock Exchange Listing	
 	
73
	
5.15	
 	
    Disclosure.	
 	
73
	
5.16	
 	
    Compliance with Laws	
 	
74
	
5.17	
 	
    Intellectual Property; Licenses, Etc.	
 	
74
	
5.18	
 	
    Initial Pool Properties.	
 	
74
	
5.19	
 	
    Property.	
 	
74
	
5.20	
 	
    Brokers.	
 	
75
	
5.21	
 	
    Other Debt.	
 	
75
	
5.22	
 	
    Solvency.	
 	
75
	
 	
 	
 	
 	
 
	
	
 	
ARTICLE VI  AFFIRMATIVE COVENANTS	
 	
75
	
 	
 	
 	
 	
 
	
6.01	
 	
    Financial Statements.	
 	
76
	
6.02	
 	
    Certificates; Other Information.	
 	
77
	
6.03	
 	
    Payment of Obligations.	
 	
79
	
6.04	
 	
    Preservation of Existence, Etc.	
 	
79
	
6.05	
 	
    Maintenance of Properties.	
 	
80
	
6.06	
 	
    Maintenance of Insurance.	
 	
80
	
6.07	
 	
    Compliance with Laws.	
 	
80
	
6.08	
 	
    Books and Records.	
 	
80
	
6.09	
 	
    Inspection Rights.	
 	
80
	
6.10	
 	
    Use of Proceeds.	
 	
81
	
6.11	
 	
    Qualified Revenue-Producing Properties	
 	
81
	
6.12	
 	
    Additional Borrowers	
 	
81
	
 	
 	
 	
 	
 
	
	
 	
ARTICLE VII  NEGATIVE COVENANTS	
 	
81
	
 	
 	
 	
 	
 
	
7.01	
 	
    Liens.	
 	
82
	
7.02	
 	
    Investments.	
 	
84
	
7.03	
 	
    Fundamental Changes.	
 	
85
	
7.04	
 	
    Restricted Payments.	
 	
85
	
7.05	
 	
    Change in Nature of Business.	
 	
86
	
7.06	
 	
    Transactions with Affiliates.	
 	
86
	
7.07	
 	
    Burdensome Agreements.	
 	
86
	
7.08	
 	
    Use of Proceeds.	
 	
86
	
7.09	
 	
    Financial Covenants.	
 	
87
	
 	
 	
 	
 	
 





                                              ii






	
	
 	
ARTICLE VIII  EVENTS OF DEFAULT AND REMEDIES	
 	
87
	
 	
 	
 	
 	
 
	
8.01	
 	
    Events of Default	
 	
87
	
8.02	
 	
    Remedies Upon Event of Default.	
 	
89
	
8.03	
 	
    Application of Funds.	
 	
90
	
 	
 	
 	
 	
 
	
	
 	
ARTICLE IX  ADMINISTRATIVE AGENT	
 	
91
	
 	
 	
 	
 	
91
	
9.01	
 	
    Appointment and Authority.	
 	
91
	
9.02	
 	
    Rights as a Lender.	
 	
92
	
9.03	
 	
    Exculpatory Provisions.	
 	
93
	
9.04	
 	
    Reliance by Administrative Agent.	
 	
93
	
9.05	
 	
    Delegation of Duties.	
 	
93
	
9.06	
 	
    Successor Administrative Agent.	
 	
93
	
9.07	
 	
    Non-Reliance on Administrative Agent and Other Lenders.	
 	
94
	
9.08	
 	
    No Other Duties, Etc.	
 	
95
	
9.09	
 	
    Administrative Agent May File Proofs of Claim.	
 	
95
	
9.10	
 	
    Collateral Matters.	
 	
96
	
9.11	
 	
    No Obligations of Borrowers.	
 	
96
	
 	
 	
 	
 	
 
	
	
 	
ARTICLE X  MISCELLANEOUS	
 	
96
	
 	
 	
 	
 	
 
	
10.01	
 	
    Amendments, Etc.	
 	
96
	
10.02	
 	
    Notices; Effectiveness; Electronic Communication.	
 	
96
	
10.03	
 	
    No Waiver; Cumulative Remedies.	
 	
100
	
10.04	
 	
    Expenses; Indemnity; Damage Waiver.	
 	
100
	
10.05	
 	
    Payments Set Aside.	
 	
102
	
10.06	
 	
    Successors and Assigns.	
 	
103
	
10.07	
 	
    Treatment of Certain Information; Confidentiality.	
 	
108
	
10.08	
 	
    Right of Setoff.	
 	
110
	
10.09	
 	
    Interest Rate Limitation.	
 	
110
	
10.10	
 	
    Counterparts; Integration; Effectiveness.	
 	
111
	
10.11	
 	
    Survival of Representations and Warranties.	
 	
111
	
10.12	
 	
    Severability.	
 	
111
	
10.13	
 	
    Replacement of Lenders.	
 	
112
	
10.14	
 	
    Governing Law; Jurisdiction; Etc.	
 	
112
	
10.15	
 	
    Waiver of Jury Trial.	
 	
113
	
10.16	
 	
    USA PATRIOT Act Notice.	
 	
114
	
10.17	
 	
    Borrowers' Obligations.	
 	
114
	
10.18	
 	
    ENTIRE AGREEMENT.	
 	
118
	
10.19	
 	
    Hazardous Material Indemnity.	
 	
119
	
10.20	
 	
    Release of a Borrower.	
 	
119
	
10.21	
 	
    No Advisory or Fiduciary Responsibility.	
 	
120




                                              iii







SCHEDULES


2.01ARevolving Commitments and Applicable Percentages

                       5.18Initial Pool Properties

                       10.02Administrative Agent's Office; Certain Addresses for Notices





EXHIBITS


Form of


ACommitted Loan Notice

                       BSwing Line Loan Notice

                       C-1Revolving Note

                       C-2Term Note

                       DCompliance Certificate

                       EAssignment and Assumption

                       FJoinder Agreement

                       GLender Joinder Agreement
















                                              iv








SECOND AMENDED AND RESTATED CREDIT AGREEMENT



This SECOND AMENDED AND RESTATED CREDIT AGREEMENT is entered into as of October 31,
2006, among Alexandria Real Estate Equities, Inc., a Maryland corporation ("Parent"), Alexandria Real Estate Equities, L.P., a
Delaware limited partnership ("Operating Partnership"), ARE-QRS Corp., a Maryland corporation ("QRS"), ARE
Acquisitions, LLC, a Delaware limited liability company ("ARE"), the other borrowers set forth on the signature pages of this
Agreement, each other Wholly-Owned Subsidiary of Parent which becomes a party to this Agreement as a borrower (collectively,
together with Parent, Operating Partnership, QRS and ARE, the "Borrowers"); each lender from time to time party hereto
(collectively, the "Lenders" and individually, a "Lender"); Bank of America, N.A., as Administrative Agent, Swing Line
Lender and L/C Issuer and Banc of America Securities LLC and Citigroup Global Markets Inc., as Joint Lead Arrangers and Joint
Bookrunners, with reference to the following Recitals:


RECITALS


WHEREAS, the Borrowers, the lenders party thereto, Bank of America, N.A., as administrative agent, and
the other agents party thereto entered into that certain Amended and Restated Credit Agreement dated as of December 22, 2004 (as
amended previously from time to time, the "Existing Credit Agreement"); and


WHEREAS, the Borrowers have requested that the parties amend and restate the Existing Credit Agreement,
and the Lenders are willing to do so on the terms and conditions set forth herein.


NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the
parties hereto covenant and agree that the Existing Credit Agreement is hereby amended and restated in its entirety as follows:


ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS


1.01Defined Terms.  As used in this
Agreement, the following terms shall have the meanings set forth below:


"Adjusted EBITDA" means, for any period of determination and without duplication, an amount
equal to (a) EBITDA of Parent and its Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP,
minus (b) the Capital Improvement Reserve for the Real Property of Parent and its Subsidiaries, minus (c) (without
duplication to the extent already deducted in the calculation of EBITDA) any Minority Interest's share of the EBITDA of Parent and its
Subsidiaries for such period.


"Adjusted Interest Expense" means, with respect to any Person as of the last day of any fiscal
period and without duplication, an amount equal to Interest Expense less any financing fees to the extent amortized and any
amortization thereof (including fees payable under a Swap Contract), prepayment penalties or deferred financing costs.


"Adjusted NOI" means, for any period and with respect to a Revenue-Producing Property, an
amount equal to (a) NOI of that Revenue-Producing Property, minus (b) the Capital Improvement Reserve for such Revenue-
Producing Property, minus (c) any Minority Interest's share of the NOI of that Revenue-Producing Property.


"Adjusted Tangible Assets" means, as of any date of determination, without duplication, an
amount equal to (a) Total Assets of Parent and its Subsidiaries as of that date, minus (b) Intangible Assets of Parent and its
Subsidiaries as of that date, plus (c) any Minority Interest's share of Intangible Assets minus (d) any Minority
Interest's share of Total Assets as of that date.


"Administrative Agent's Office" means the Administrative Agent's address and, as appropriate,
account as set forth on Schedule 10.02, or such other address or account as the Administrative Agent may from time to time
notify to the Borrowers and the Lenders.


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


"Administrative Questionnaire" means an Administrative Questionnaire in a form supplied by the
Administrative Agent.


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


"Aggregate Commitments" means the Commitments of all the Lenders.


"Aggregate Revolving Commitments" means all Revolving Commitments of the Revolving
Lenders.  As of the Closing Date, the Aggregate Revolving Commitments are equal to $800,000,000.


"Agreement" means this Second Amended and Restated Credit Agreement, as it may be
amended, restated, amended and restated, extended, supplemented or otherwise modified in writing from time to time.


"Applicable Percentage" means, with respect to any Lender at any time, the following percentages
(carried out to the ninth decimal place), as of the date of determination:


(a)with respect to a Lender's obligation to make Revolving Loans and receive payments of principal,
interest, fees, costs, and expenses with respect thereto, (i) prior to the Aggregate Revolving Commitments being terminated or reduced
to zero, the percentage obtained by dividing (x) such Lender's Revolving Commitment, by (y) the Aggregate Revolving Commitments,
and (ii) from and after the time the Aggregate Revolving Commitments have been terminated or reduced to zero, the percentage
obtained by dividing (x) the aggregate outstanding principal amount of such Lender's Revolving Loans by (y) the aggregate outstanding
principal amount of all Revolving Loans;


(b)with respect to a Lender's obligation to participate in Letters of Credit or Swing Line Loans, to
reimburse the Issuing Lender or Swing Line Lender, as applicable, and to receive payments of fees with respect thereto, (i) prior to the
Aggregate Revolving Commitments being terminated or reduced to zero, the percentage obtained by dividing (x) such Lender's
Revolving Commitment, by (y) the Aggregate Revolving Commitments, and (ii) from and after the time the Aggregate Revolving
Commitments have been terminated or reduced to zero, the percentage obtained by dividing (x) the aggregate outstanding principal
amount of such Lender's Revolving Loans by (y) the aggregate outstanding principal amount of all Revolving Loans;


(c)with respect to a Term Lender's right to receive payments of interest, fees, and principal with
respect to Term Loans made by such Term Lender, the percentage obtained by dividing (i) the aggregate outstanding amount of such
Lender's Term Loans by (ii) the Term Loan Amount;


(d)with respect to all other matters as to a particular Lender (including the indemnification obligations
arising under Section 10.04), the percentage obtained by dividing (i) the sum of such Lender's Revolving Commitment, plus such
Lender's portion of the Term Loan Amount, by (ii) the Aggregate Revolving Commitments  plus the Term Loan Amount;
provided, however, that in the event the Aggregate Revolving Commitments have been terminated or reduced to
zero, the Applicable Percentage under this clause (d) shall be the percentage obtained by dividing (A) the outstanding principal amount
of such Lender's Revolving Loans, plus such Lender's ratable portion of the outstanding Letters of Credit and Swing Line Loans, plus
such Lender's portion of the Term Loan Amount by (B) the principal amount of all outstanding Revolving Loans, plus the aggregate
amount of outstanding Letters of Credit, plus the aggregate amount of outstanding Swing Line Loans, plus the Term Loan Amount;
and


(e)the initial Applicable Percentage of each Revolving Lender and Term Lender is set forth opposite
the name of such Lender on Schedule 2.01A  (as it may be amended hereunder) or in the Assignment and Assumption
pursuant to which such Lender becomes a party hereto, or in the records of the Administrative Agent, as applicable.




"Applicable Rate" means, from time to time, the following percentages per annum:


	
Pricing

Level
	
Debt Rating 

of Parent
	
Leverage Ratio
	
Eurodollar

Rate


	
Base Rate


	
Facility

Fee
	
Unused

Fee

	
1
	
3
 BBB+/Baal
	
N/A
	
0.60%
	
0%
	
0.15%
	
0%

	
2
	
BBB/Baa2
	
N/A
	
0.70%
	
0%
	
0.15%
	
0%

	
3
	
BBB-/Baa3
	
N/A
	
0.80%
	
0%
	
0.15%
	
0%

	
4
	
unrated or

<BBB-/ Baa3
	
<40%
	
1.00%
	
0%
	
0%
	
.15%

	
5
	
unrated or

<BBB-/ Baa3
	
3
 40% and <50%
	
1.15%
	
.15%
	
0%
	
.15%

	
6
	
unrated or

<BBB-/ Baa3
	
3
 50% and <60%
	
1.25%
	
.20%
	
0%
	
.15%

	
7
	
unrated or

<BBB-/ Baa3
	
3
 60%
	
1.45%
	
.25%
	
0%
	
.15%





For any applicable period, the Applicable Rate shall be the rate set forth opposite the Debt Rating of the
Parent for such period; provided, however, that, subject to the definition of Debt Rating, if in any period the Parent
does not have a Debt Rating of BBB- or better from S&P or a Debt Rating of Baa3 or better from Moody's, then the Applicable
Rate shall be the rate set forth opposite the Leverage Ratio in effect from time to time.


Initially, the Applicable Rate shall be set at Pricing Level 4. Thereafter, each change in the Applicable Rate
resulting from a publicly announced change in the Debt Rating shall be effective during the period commencing on the date of the public
announcement thereof and ending on the date immediately preceding the effective date of the next such change. Any increase or
decrease in the Applicable Rate resulting from a change in the Leverage Ratio shall become effective as of the first Business Day
immediately following the date the Compliance Certificate is delivered pursuant to Section 6.02(a)(i); provided,
however, that if a Compliance Certificate is not delivered timely in accordance with such Section, then the Applicable Rate for
Pricing Level 7 shall apply as of the first Business Day after the date on which such Compliance Certificate was required to be
delivered, until the Business Day such Compliance Certificate is delivered.



"Appraised Value" means, as of any date of determination, without duplication, with respect to any
Real Property, the appraised value (if any) thereof based on its unimproved as-is basis determined pursuant to an appraisal prepared
by an M.A.I. certified appraisal and otherwise reasonably satisfactory to Administrative Agent (it being understood and agreed that in no
event shall the Borrowers be required to deliver updated appraisals more frequently than once during any 24-month period).


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


"Arrangers" mean Banc of America Securities LLC and Citigroup Global Markets Inc., in their
capacity as joint lead arrangers and joint bookrunners.


"Asset Value" means, as of any date of determination and without double counting any item, the
following amounts for the following types of Real Property:


(a)with respect to any Qualified Revenue-Producing Property or Qualified Encumbered Asset Property
owned for a full four consecutive fiscal quarter period or longer, an amount equal to (i) the Adjusted NOI of such Real Property for the
prior four full consecutive fiscal quarters divided by (ii) the Capitalization Rate.


(b)with respect to any Qualified Revenue-Producing Property or Qualified Encumbered Asset Property
owned for less than four full consecutive fiscal quarters, an amount equal to (i) the Adjusted NOI of such Real Property for the period
which the applicable Borrower or Subsidiary has owned and operated such Real Property, adjusted by the Parent to an annual
Adjusted NOI in a manner reasonably acceptable to the Administrative Agent, divided by (ii) the Capitalization Rate.


(c)with respect to Qualified Revenue-Producing Property or Qualified Encumbered Asset Property that is
being renovated or with respect to which a partial or total renovation was recently completed, an amount as determined at the sole
election of the Administrative Agent based on (i) the annualized Adjusted NOI with respect to such Real Property, annualized based on
bona fide, arms length signed tenant leases which are in full force and effect requiring current rental payments, divided by the
Capitalization Rate, or (ii) the cost basis of such Real Property determined in accordance with GAAP multiplied by the
Borrowers' or their Subsidiaries' percentage ownership interest in such Qualified Revenue Property or Qualified Encumbered Asset
Property.


(d)with respect to any Real Property that constitutes Qualified Land, an amount equal to, at the option of
the Borrowers, (i) the cost basis or the Appraised Value (if any) of such Qualified Land multiplied by (ii) the Borrowers' or their
Subsidiaries' percentage ownership interest in such Qualified Land.


(e)with respect to any Real Property that constitutes Qualified Development Assets, an amount equal to (i)
the cost basis of such Qualified Development Asset multiplied by (ii) the Borrowers' or their Subsidiaries' percentage
ownership interest in such Qualified Development Asset. 




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


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


"Attributable Indebtedness" means, on any date, in respect of any Capital Lease Obligation of any
Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance
with GAAP.


"Audited Financial Statements" means the audited consolidated balance sheet of the Parent and
its Subsidiaries for the fiscal year ended December 31, 2005, and the related consolidated statements of income or operations,
shareholders' equity and cash flows for such fiscal year of the Parent and its Subsidiaries, including the notes thereto.


"Availability Period" means the period from and including the Closing Date to the earliest of
(a) the Revolving Commitment Termination Date, (b) the date of termination of the Revolving Commitments pursuant to Section
2.06, and (c) the date of termination of the commitment of each Revolving Lender to make Revolving Loans and of the obligation of the
L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.


"Bank of America" means Bank of America, N.A. and its successors.


"BAS" means Banc of America Securities LLC and its successors.


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


"Base Rate Loan" means a Committed Loan that bears interest based on the Base Rate.


"Borrower Materials" has the meaning set forth in Section 6.02.


"Borrowers" has the meaning specified in the introductory paragraph hereto. Any reference to
Borrowers herein shall be deemed to refer to each Person constituting Borrowers, and the responsibilities, obligations and covenants of
each such Person under this Agreement and the other Loan Documents shall be joint and several, unless expressly stated otherwise
herein or the context otherwise requires; provided, however, that the obligations of Borrowers with respect to the delivery of reports,
financial statements, certifications and requests for Borrowings may be performed and executed by Parent with the effect of binding all
Borrowers.


"Borrowing" means a Committed Borrowing or a Swing Line Borrowing, as the context may
require.


"Borrowing Base" means, as of any date of determination, the Gross Borrowing Base minus
(i) the Term Loan Amount minus (ii) other unsecured Indebtedness of the Parent and its Subsidiaries (other than Total
Revolving Outstandings) plus (iii) any Minority Interest's share of other unsecured Indebtedness of the Parent and its
Subsidiaries.


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


"Capital Improvement Reserve" means, with respect to any Real Property now or hereafter owned
by the Borrowers or their Subsidiaries, an amount equal to thirty cents ($.30) multiplied by the Net Rentable Area of the Real
Property.


"Capital Lease Obligations" means all monetary obligations of a Person under any leasing or
similar arrangement which, in accordance with GAAP, is classified as a capital lease.


"Capitalization Rate" means 8.25% or such greater amount pursuant to Section 2.14.


"Cash" means money, currency or a credit balance in any demand, time, savings, passbook or
like account with a bank, savings and loan association, credit union or like organization, other than an account evidenced by a
negotiable certificate of deposit.


"Cash Collateral" has the meaning specified in Section 2.03(g).


"Cash Collateralize" has the meaning specified in Section 2.03(g).


"Cash Equivalents" means:


(a)securities issued or fully guaranteed or insured by the United States Government or any agency
thereof and backed by the full faith and credit of the United States having maturities of not more than one year from the date of
acquisition;


(b)certificates of deposit, time deposits, demand deposits, eurodollar time deposits, repurchase
agreements, reverse repurchase agreements, or bankers' acceptances, having in each case a term of not more than one year, issued
by Administrative Agent or any Lender, or by any U.S. commercial bank (or any branch or agency of a non-U.S. bank licensed to
conduct business in the U.S.) having combined capital and surplus of not less than $100,000,000 whose short-term securities are rated
(at the time of acquisition thereof) at least A-1 by S&P and P-1 by Moody's;


(c)demand deposits on deposit in accounts maintained at commercial banks having membership in the
FDIC and in amounts not exceeding the maximum amounts of insurance thereunder; 


(d)commercial paper of an issuer rated (at the time of acquisition thereof) at least A-2 by S&P or
P-2 by Moody's and in either case having a term of not more than one year; and


(e)money market mutual or similar funds that invest primarily in assets satisfying the requirements of
clauses (a) through (d) of this definition.




"Cash Interest Expense" means Adjusted Interest Expense of a Person that is paid or currently
payable in Cash.


"Change of Control" means (a) any transaction or series of related transactions in which any
Unrelated Person or two or more Unrelated Persons acting in concert acquire beneficial ownership (within the meaning of Rule 13d
3(a)(l) under the Securities Exchange Act of 1934, as amended), directly or indirectly, of 40% or more of the outstanding Common
Stock, (b) Parent consolidates with or merges into another Person or conveys, transfers or leases its properties and assets
substantially as an entirety to any Person or any Person consolidates with or merges into Parent, in either event pursuant to a
transaction in which the outstanding Common Stock is changed into or exchanged for cash, securities or other property, with the effect
that any Unrelated Person becomes the beneficial owner, directly or indirectly, of 40% or more of Common Stock or that the Persons
who were the holders of Common Stock immediately prior to the transaction hold less than 60% of the common stock of the surviving
corporation after the transaction, (c) during any period of 12 consecutive months, individuals who at the beginning of such period
constituted the board of directors of Parent (together with any new or replacement directors whose election by the board of directors, or
whose nomination for election, was approved by a vote of at least a majority of the directors then still in office who were either directors
at the beginning of such period or whose election or nomination for reelection was previously so approved) cease for any reason to
constitute a majority of the directors then in office, or (d) a "change of control" as defined in any document governing Indebtedness or
Preferred Equity of Parent in excess of $50,000,000 which gives the holders of such Indebtedness or Preferred Equity the right to
accelerate or otherwise require payment of such Indebtedness or Preferred Equity prior to the maturity date thereof.


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


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


"Co-Documentation Agents" means Eurohypo AG, New York Branch, Societe Generale, The
Royal Bank of Scotland, plc, The Bank of Nova Scotia, Calyon, New York Branch, and UBS Loan Finance LLC in their capacity as co-
documentation agents.


"Code" means the Internal Revenue Code of 1986, as amended from time to time.


"Commitment" means any Term Loan Commitment or any Revolving Commitment, as
applicable.


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


"Committed Loan" means a Revolving Loan or a Term Loan.


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


"Common Stock" means the common stock of Parent.


"Compliance Certificate" means a certificate substantially in the form of Exhibit D.


"Confidential Information" means (a) all of the terms, covenants, conditions or agreements set
forth in any letters of intent or in this Agreement or any amendments hereto and any related agreements of whatever nature, (b) the
information and reports provided in compliance with the terms of this Agreement, (c) any and all information provided, disclosed or
otherwise made available to the Administrative Agent and the Lenders including, without limitation, any and all plans, maps, studies
(including market studies), reports or other data, operating expense information, as-built plans, specifications, site plans, drawings,
notes, analyses, compilations, or other documents or materials relating to the properties or their condition or use, whether prepared by
Borrowers or others, which use, or reflect, or that are based on, derived from, or are in any way related to the foregoing, and (d) any
and all other information of Borrowers that the Administrative Agent or any Lender may have access to including, without limitation,
ideas, samples, media, techniques, sketches, specifications, designs, plans, forecasts, financial information, technical information,
drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, financial models and
databases, software programs, software source documents, manuals, documents, properties, names of tenants or potential tenants,
vendors, suppliers, distributors and consultants, and formulae related to the current, future, and proposed products and services of
Borrowers or tenants or potential tenants (including, without limitation, information concerning research, experimental work,
development, design details and specifications, engineering, procurement requirements, purchasing, manufacturing, customer lists,
investors, employees, clients, business and contractual relationships, business forecasts, and sales and marketing plans). Confidential
Information may be disclosed or accessible to the Administrative Agent and the Lenders as embodied within tangible material (such as
documents, drawings, pictures, graphics, software, hardware, graphs, charts, or disks), orally, or visually.


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


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


"Credit Extension" means each of the following: (a) a Borrowing and (b) an L/C Credit
Extension.


"Debt Rating" means, as of any date of determination, the higher of the credit ratings then
assigned to Parent's long-term senior unsecured debt by either of the Rating Agencies. For purposes of the foregoing, a credit rating of
BBB- from S&P is equivalent to a credit rating of Baa3 from Moody's and vice versa. A credit rating of BBB from S&P is
equivalent to a credit rating of Baa2 from Moody's and vice versa. It is the intention of the parties that if Parent shall only obtain a Debt
Rating from one of the Rating Agencies without seeking a credit rating from the other of the Rating Agencies, the Borrowers shall be
entitled to the benefit of the Pricing Level for such credit rating. If Parent obtains a Debt Rating from both of the Rating Agencies, the
higher of the two ratings shall control, provided that the lower rating is only one level below that of the higher rating. If, however, the
lower rating is more than one level below that of the higher Debt Rating, the Pricing Level that is one level higher than the lower Debt
Rating shall apply.  If Parent obtains a Debt Rating from both of the Rating Agencies and thereafter loses such rating from one of the
Rating Agencies, the Parent shall be deemed to not have a Debt Rating from such Rating Agency. At any time, if either of the Rating
Agencies shall no longer perform the functions of a securities rating agency, then the Borrowers and the Administrative Agent shall
promptly negotiate in good faith to agree upon a substitute rating agency or agencies (and to correlate the system of ratings of each
substitute rating agency with that of the rating agency being replaced), and pending such amendment, the Debt Rating of the other of
the Rating Agencies, if one has been provided, shall continue to apply.


"Debt Service" means, for any period with respect to a Person's Indebtedness, the sum of all
Interest Charges and mandatory principal payments or regularly scheduled principal payments due and payable during such period,
excluding any balloon payments due upon maturity of the Indebtedness, refinancing of the Indebtedness or repayments thereof in
connection with asset sales; provided that Debt Service shall not include any Minority Interest's share of any of the foregoing. Debt
Service shall include the portion of rent payable by a Person during such period under Capital Lease Obligations that should be treated
as principal in accordance with GAAP but shall exclude Interest Charges related to committed construction loans. For purposes of this
definition, mandatory principal payments do not include repayments of principal required as a result of application of casualty or
condemnation proceeds or out of the proceeds of equity issuances or similar events or equity or debt sweeps.  


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


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


"Default Rate" means (a) when used with respect to Obligations other than Letter of Credit Fees,
an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if any, applicable to Base Rate Loans plus
(iii) 2% per annum; provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be
an interest rate equal to the interest rate (including any Applicable Rate) otherwise applicable to such Loan plus 2% per
annum, and (b) when used with respect to Letter of Credit Fees, a rate equal to the Applicable Rate for Eurodollar Rate Loans
plus 2% per annum.


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


"Development  Investments" means, as of any date of determination, direct or indirect investments in
Real Property which, as of such date, is the subject of ground-up development to be used principally for office, office/laboratory,
research or manufacturing/warehouse purposes; provided, that, such Real Property or any portion thereof will only
constitute a Development Investment from the date construction has commenced thereon until the date on which the Real Property and
applicable improvements receive a final certificate of occupancy or equivalent certification allowing legal occupancy for its intended
purpose.


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


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


"EBITDA" means, with respect to any Person (or any asset of a Person) for any fiscal period and
without double counting, the sum of (a) the Net Income of such Person (or attributable to asset of the Person) for that period,
plus the following to the extent deducted in calculating Net Income of such Person (b) any non-recurring loss, minus
(c) any non-operating, non-recurring gain, plus (d) Interest Expense for that period, plus (e) the aggregate amount of
federal and state taxes on or measured by income of such Person for that period (whether or not payable during that period),
plus (f) depreciation, amortization and all other non-cash expenses (including non-cash officer compensation and any
write-down of goodwill pursuant to FASB 142) of such Person for that period, in each case as determined in accordance with
GAAP.


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


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


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


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


"Equity Offering" means the issuance and sale by any Borrower of any equity securities of such
Borrower.


"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to
time.


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


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


"Eurodollar Rate" means, for any Interest Period with respect to a Eurodollar Rate Loan, the rate
per annum equal to the British Bankers Association LIBOR Rate ("BBA LIBOR"), as published by Reuters (or other
commercially available source providing quotations of BBA LIBOR as designated by the Administrative Agent from time to time) at
approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, for Dollar deposits (for
delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time
for any reason, then the "Eurodollar Rate" for such Interest Period shall be the rate per annum determined by the Administrative Agent
to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate
amount of the Eurodollar Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such
Interest Period would be offered by Bank of America's London Branch to major banks in the London interbank eurodollar market at their
request at approximately 4:00 p.m. (London time) two Business Days prior to the commencement of such Interest Period.


"Eurodollar Rate Loan" means a Committed Loan that bears interest at a rate based on the
Eurodollar Rate.


"Event of Default" has the meaning set forth in Section 8.01.


"Exchange Proceeds" means the net issuance proceeds from Equity Offerings, which Borrowers
have designated or otherwise stated that they intend to use to make Restricted Payments on account of then existing Preferred
Equity.


"Excluded Taxes" means, with respect to the Administrative Agent, any Lender, the L/C Issuer or
any other recipient of any payment to be made by or on account of any obligation of the Borrowers hereunder, (a) taxes imposed on or
measured by its overall net income (or any Person whose net income is measured with reference to it) (however denominated), and
franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the laws of
which such recipient is organized or in which its principal office is located, or in which it is doing business, or in the case of any Lender,
in which its applicable Lending Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed
by any other jurisdiction in which the Borrowers are located and (c) other than with respect to an assignee pursuant to a request by the
Borrowers under Section 10.13, any United States Federal withholding tax that is imposed on amounts payable to such Person at the
time such Person becomes a party hereto (or designates a new Lending Office) or is attributable to such Person's failure or inability
(other than as a result of a Change in Law) to comply with Section 3.01(e), except to the extent that such Person (or its assignor, if any)
was entitled, at the time of its appointment or designation of a new Lending Office (or assignment), to receive additional amounts from
the Borrowers with respect to such withholding tax pursuant to Section 3.01(a).


"Existing Credit Agreement" has the meaning set forth in the Recitals.


"Existing Revolving Commitment Termination Date" has the meaning set forth in Section
2.14(a).


"Existing Term Loan Maturity Date" has the meaning set forth in Section 2.14(b).


"FASB 142" shall mean Statement of Accounting Standards No. 142 issued on June 29, 2001 by
the Financial Accounting Standards Board.


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


"Fee Letter" means that certain letter agreement dated as of August 31,
2006 among the Parent, the Administrative Agent and BAS.


"Fixed Charge Coverage Ratio" means, as of the last day of any fiscal quarter, the ratio
obtained by dividing (a) Adjusted EBITDA for the period consisting of that fiscal quarter and the three immediately preceding fiscal
quarters by (b) an amount equal to (i) Debt Service of the Parent and its Subsidiaries for such period, plus (ii) all
Preferred Distributions (other than redemptions) of Parent and its Subsidiaries during such period.


"Fixed Eurodollar Rate" means, on any date of determination, for any Swing Line Loan, the sum
of:  (a) the rate per annum equal to the BBA LIBOR (or other commercially available source providing quotations of BBA LIBOR as
designated by the Administrative Agent from time to time) for a 30 day interest period at approximately 4:00 p.m. (London time)
on the date of borrowing; plus (b) the Applicable Rate.  If such rate is not available for any reason, then the "Fixed Eurodollar
Rate", on such date of determination, shall be (a) the rate per annum determined by the Administrative Agent to be the rate at
which deposits in Dollars for delivery on the first day of a 30 day interest period in same day funds in the approximate amount of the
Swing Line Loan by Bank of America and with a term equivalent to a 30 day interest period would be offered by Bank of America's
London Branch to major banks in the London interbank eurodollar market at their request at approximately 4:00 p.m.  (London
time) on the day of commencement of such 30 day interest period; plus (b) the Applicable Rate.


"Fixed Eurodollar Rate Loan" means a Swing Line Loan that bears interest at a rate based on the
Fixed Eurodollar Rate.


"Foreign Lender" means any Lender that is not a United States person as defined in Section
770(a)(30) of the Code.


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


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


"Funds From Operations" means, with respect to any fiscal period and without double counting,
an amount equal to the Net Income (or deficit) of Parent and its Subsidiaries for that period computed on a consolidated basis in
accordance with GAAP, excluding gains (or losses) from sales of property, plus depreciation and amortization and after adjustments for
unconsolidated partnerships and joint ventures. Adjustments for unconsolidated partnerships and joint ventures will be calculated to
reflect Funds From Operations on the same basis. Funds From Operations shall be reported in accordance with the NAREIT Policy
Bulletin dated April 5, 2002, as amended, restated, supplemented or otherwise modified from time to time.


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


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


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


"Gross Borrowing Base" means, with respect to Qualified Asset Pool Properties, as of any date of
determination and without duplication, and subject to the limitations set forth below, an amount equal to: (i) 65% of the aggregate Asset
Value of the Qualified Revenue-Producing Properties in the Unencumbered Asset Pool, as of such date, plus (ii) 50% of the
aggregate Asset Value of the Qualified Lands in the Unencumbered Asset Pool, as of such date, plus (iii) 65% of the
aggregate Asset Value of Qualified Development Assets in the Unencumbered Asset Pool as of such date plus (iv) (A) 60% of
the aggregate Asset Value of Qualified Encumbered Asset Properties in the Unencumbered Asset Pool as of such date minus
(B) the aggregate indebtedness associated with the Qualified Encumbered Asset Properties.


For purposes of calculating the Gross Borrowing Base:


(a)the portion of the Gross Borrowing Base attributable to Qualified Development Assets pursuant to clause
(iii) above plus the portion of the Borrowing Base attributable to Qualified Land pursuant to clause (ii) above cannot exceed
35% of the Gross Borrowing Base.


(b)the portion of the Gross Borrowing Base attributable to Qualified Encumbered Asset Properties pursuant
to clause (iv) above (whether or not owned by a Borrower) cannot exceed 10% of the Gross Borrowing Base.


(c)the portion of the Gross Borrowing Base attributable to Qualified Asset Pool Properties that are
not owned either by the Parent or a Wholly-Owned Subsidiary of the Parent that is a Borrower cannot exceed 15% of the
Gross Borrowing Base. Notwithstanding this clause (c), if the Operating Partnership issues partnership units to third parties but remains
a Borrower hereunder (and jointly and severally liable for all obligations hereunder), any Qualified Asset Pool Properties owned by the
Operating Partnership shall not be applied toward the limitation set forth in this clause (c).






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


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


"Honor Date" is defined in Section 2.03(c)(i).


"Indebtedness" means, as to any Person at a particular time, without duplication, all of the
following, whether or not included as indebtedness or liabilities in accordance with

GAAP:


(a)all obligations of such Person for borrowed money and all obligations of such Person evidenced by
bonds, debentures, notes, loan agreements or other similar instruments;


(b)all direct or contingent obligations of such Person arising under letters of credit (including standby
and commercial), bankers' acceptances and bank guaranties;


(c)net obligations of such Person under any Swap Contract;


(d)all obligations of such Person to pay the deferred purchase price of property or services (other than
trade accounts payable in the ordinary course of business);


(e)indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being
purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not
such indebtedness shall have been assumed by such Person or is limited in recourse;


(f)Capital Lease Obligations; and


(g)all Guarantees of such Person in respect of any of the foregoing.




For all purposes hereof, the Indebtedness of any Person shall include all obligations, contingent and
otherwise, that in accordance with GAAP should be classified upon the obligor's balance sheet as liabilities, including all of the
foregoing whether or not so classified, including the Indebtedness of any partnership or joint venture (other than a joint venture that is
itself a corporation or limited liability company) in which such Person is a general partner or is otherwise liable for such Indebtedness,
unless such Indebtedness is expressly made non-recourse to such Person but Indebtedness shall not include any Minority Interest's
share of any of the foregoing. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap
Termination Value thereof as of such date. The amount of any Capital Lease Obligation as of any date shall be deemed to be the
amount of Attributable Indebtedness in respect thereof as of such date.


"Indemnified Taxes" means Taxes other than Excluded Taxes.


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


"Initial Pool Properties" means the Qualified Asset Pool Properties described in Schedule
5.18 hereto.


"Intangible Assets" means the value of all assets of a Person and its Subsidiaries (without
duplication), determined on a consolidated basis in accordance with GAAP, that are considered to be intangible assets under GAAP,
including customer lists, goodwill, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred
charges, unamortized debt discount and capitalized research and development costs.


"Interest Charges" means, as of the last day of any fiscal period and without double counting, the
sum of (a) Cash Interest Expense of a Person, plus (b) all interest currently payable in Cash by a Person
which is incurred during that fiscal period and capitalized under GAAP, minus (c) any Minority Interest's share of Cash Interest
Expense.


"Interest Coverage Ratio" means, as of the last day of any fiscal quarter, the ratio obtained by
dividing (a) the sum of the aggregate Adjusted NOI from the Unencumbered Asset Pool for that fiscal quarter and the preceding three
full fiscal quarters, by (b) the aggregate Interest Charges for such period in respect of the Borrowers' unsecured Indebtedness
and Indebtedness associated with the Qualified Encumbered Assets. The Interest Coverage Ratio shall be determined by the
Borrowers and shall be reasonably satisfactory to the Administrative Agent excluding interest during construction to the extent
capitalized.


"Interest Expense" means, with respect to any Person as of the last day of any fiscal period and
without duplication, an amount equal to (a) all interest, fees, charges and related expenses paid or payable (without duplication) for that
fiscal period by that Person to a lender in connection with borrowed money (including any obligations for fees, charges and related
expenses payable to the issuer of any letter of credit) or the deferred purchase price of assets that are considered "interest expense"
under GAAP, plus (b) the portion of rent paid or payable (without duplication) for that fiscal period by that Person under
Capital Lease Obligations that should be treated as interest in accordance with Financial Accounting Standards Board Statement
No. 13, minus (or plus, as applicable) (c) amounts received (or paid) under Swap Contracts plus (d)
all other amounts considered to be "interest expense" under GAAP.


"Interest Payment Date" means the fifth (5th) calendar day of each month; provided that if the
fifth (5th) calendar day of any month falls on a day other than a Business Day, then the Interest Payment Date shall be the
immediately succeeding Business Day.


"Interest Period" means, as to each Eurodollar Rate Loan, the period commencing on the date
such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three
or six months thereafter, as selected by the Borrowers in their applicable Committed Loan Notice; provided that:


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


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


(iii)no Interest Period shall extend beyond the Revolving Commitment Termination Date (in the case of
Interest Periods relating to Revolving Loans) or the Term Loan Maturity Date (in the case of Interest Periods relating to Term Loans), as
applicable.




"Investment" means, as to any Person, any direct or indirect acquisition or investment by such
Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan,
advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or equity
participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement
pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) the purchase or other acquisition (in one
transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant
compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or
decreases in the value of such Investment, but reduced by any amounts received in respect of such Investment which constitute capital
distributions, principal, sale proceeds or otherwise in respect thereof


"IP Rights" has the meaning specified in Section 5.17.


"IRS" means the United States Internal Revenue Service.


"ISP" means, with respect to any Letter of Credit, the "International Standby Practices 1998"
published by the Institute of International Banking Law & Practice (or such later version thereof as may be in effect at the time of
issuance).


"Issuer Documents" means, with respect to any Letter of Credit, the Letter of Credit Application,
and any other document, agreement and instrument entered into by the L/C Issuer and the Borrowers (or any Subsidiary) or in favor the
L/C Issuer and relating to any such Letter of Credit.


"Joinder Agreement" means a joinder agreement substantially in the form attached hereto as
Exhibit F.


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


"L/C Advance" means, with respect to each Revolving Lender, such Revolving Lender's funding of
its participation in any L/C Borrowing in accordance with its Applicable Percentage.


"L/C Borrowing" means an extension of credit resulting from a drawing under any Letter of Credit
which has not been reimbursed on the date when made or refinanced as a Committed Borrowing.


"L/C Credit Extension" means, with respect to any Letter of Credit, the issuance thereof or
extension of the expiry date thereof, or the increase of the amount thereof.


"L/C Issuer" means Bank of America in its capacity as issuer of Letters of Credit hereunder, or any
successor issuer of Letters of Credit hereunder.


"L/C Obligations" means, as at any date of determination, the aggregate amount available to be
drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For
purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be
determined in accordance with Section 1.05. For all purposes of this Agreement, if on any date of determination a Letter of Credit
has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of
Credit shall be deemed to be "outstanding" in the amount so remaining available to be drawn.


"Lender" has the meaning specified in the introductory paragraph hereto and, as the context
requires, includes the Swing Line Lender.


"Lender Joinder Agreement" means a lender joinder agreement substantially in the form attached
hereto as Exhibit G.


"Lender Party" has the meaning set forth in Section 10.07.


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


"Letter of Credit" means any standby letter of credit issued hereunder.


"Letter of Credit Application" means an application and agreement for the issuance or amendment
of a Letter of Credit in the form from time to time in use by the L/C Issuer.


"Letter of Credit Expiration Date" means the day that is seven days prior to the Revolving
Commitment Termination Date then in effect (or, if such day is not a Business Day, the next preceding Business Day).


"Letter of Credit Fee" has the meaning specified in Section 2.03(i).


"Letter of Credit Sublimit" means an amount equal to $50,000,000. The Letter of Credit Sublimit is
part of, and not in addition to, the Aggregate Revolving Commitments.


"Leverage Ratio" means, as of the last day of each fiscal quarter, the ratio obtained by dividing (a)
Total Indebtedness of Parent and its Subsidiaries as of that date by (b) the Adjusted Tangible Assets of Parent and its
Subsidiaries as of that date.


"Lien" means any mortgage, deed of trust, pledge, hypothecation, assignment for security, deposit
arrangement, encumbrance, lien (statutory or other), charge, or other security interest or preferential arrangement in the nature of a
security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, and any financing
lease having substantially the same economic effect as any of the foregoing, other than a precautionary financing statement with
respect to a lease that is not in the nature of a security interest).


"Loan" means a Term Loan, a Revolving Loan, a Swing Line Loan and/or an L/C Borrowing, as
the context requires.


"Loan Documents" means this Agreement, each Revolving Note, each Term Note, each Issuer
Document, the Fee Letter and any other instrument, document or agreement from time to time delivered by a Borrower in connection
with this Agreement.


"Majority Lenders" means, as of any date of determination, at least two Lenders having more than
50% of the sum of (a) the Aggregate Revolving Commitments then in effect or, if the Aggregate Revolving Commitments have been
terminated pursuant to Section 8.02, the Total Revolving Outstandings (with the aggregate amount of each Revolving Lender's risk
participation and funded participation in L/C Obligations and Swing Line Loans being deemed "held" by such Revolving Lender for
purposes of this definition), and (b) the Term Loan Amount; provided that the Commitment of, and the portion of the Total
Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Majority
Lenders.


"Material Adverse Effect" means any set of circumstances or events which (a) has had or could
reasonably be expected to have any material adverse effect whatsoever upon the validity or enforceability of any Loan Document (other
than as a result of any action or inaction of the Administrative Agent or any Lender), (b) has been or could reasonably be expected to
be material and adverse to the business or condition (financial or otherwise) of Borrowers or (c) has materially impaired or could
reasonably be expected to materially impair the ability of Borrowers to perform the Obligations.


"Maximum Rate" has the meaning set forth in Section 10.09.


"Minimum Book Value" means, as of any date of determination, without duplication, the
sum of: (a) all consolidated assets of Parent and its Subsidiaries as of that date, plus (b) Parent's and its
Subsidiaries' minority interest in unconsolidated assets as of that date, minus (i) Intangible Assets of Parent and its
Subsidiaries and (ii) Total Liabilities of Parent and its Subsidiaries as of that date.


"Minority Interest" means, with respect to any non-Wholly-Owned Subsidiary, direct or indirect, of
the Parent, any ownership interest of a third party in such Subsidiary.


"Moody's" means Moody's Investors Service, Inc. and any successor thereto.


"Mortgageable Ground Lease" means on any date of determination, a lease (a) which is a lease
granted by the fee owner of Real Property, (b) which has a remaining term (calculated only once on the Closing Date or the date the
Real Property subject to such lease becomes part of the Qualified Unencumbered Asset Pool) of not less than thirty (30) years,
including extension options exercisable solely at the discretion of a Borrower or any applicable Subsidiary, (c) under which no material
default has occurred and is continuing and (d) with respect to which a security interest may be granted (i) without the consent of the
lessor or (ii) pursuant to the consent of the lessor, which consent has been granted.


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


"Negative Pledge" means a Contractual Obligation that contains a covenant binding on Borrowers
that prohibits Liens on any of their Property, other than (a) any such covenant contained in a Contractual Obligation
granting or relating to a particular Lien which affects only the property that is the subject of such Lien and (b) any such covenant that
does not apply to Liens which may secure the Obligations now or in the future.


"Net Income" means, for any period and for any Person, the net income of the Person for that
period, determined in accordance with GAAP; provided that there shall be excluded therefrom the net amount of any real
estate gains or losses.


"Net Rentable Area" means with respect to any Real Property, the floor area of any buildings,
structures or improvements available for leasing to tenants (excluding storage lockers and parking spaces) determined in accordance
with the Borrowers' rent roll for such Real Property, the manner of such determination shall be consistently applied for all Real Property,
unless otherwise approved by the Administrative Agent.


"NOI" means, with respect to any Revenue-Producing Property and with respect to any fiscal
period, the sum of (a) the net income of that Revenue-Producing Property for that period, plus (b) Interest Expense of
that Revenue-Producing Property for that period, plus (c) the aggregate amount of federal and state taxes on or measured by
income of that Revenue-Producing Property for that period (whether or not payable during that period), plus
(d) depreciation, amortization and all other non-cash expenses of that Revenue-Producing Property for that period, in each case
as determined in accordance with GAAP.


"Non-Recourse Debt" means Indebtedness of any Person for which the liability of such Person
(except with respect to fraud, Environmental Laws liability and other customary exceptions) either is contractually limited to
collateral securing such Indebtedness or is so limited by operation of Laws.


"Note(s)" means either or both of the Term Notes or Revolving Notes, as the context
requires.


"NYSE" means the New York Stock Exchange.


"Obligations" means all advances to, and debts, liabilities, obligations of, any Borrower arising
under any Loan Document or otherwise with respect to any Loan or Letter of Credit, whether direct or indirect, absolute or contingent,
due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or
against any Borrower or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in
such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding.


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


"Other Taxes" means all present or future stamp or documentary taxes or any other excise or
property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the
execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document; provided,
however, that "Other Taxes" shall not include such amounts to the extent imposed as a result of any transfer by any Lender or
the Administrative Agent of any interest in or under any Loan Document.


"Outstanding Amount" means (i) with respect to Loans on any date, the aggregate outstanding
principal amount thereof after giving effect to any borrowings and prepayments or repayments thereof occurring on such date; and (ii)
with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit
Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a
result of any reimbursements of outstanding unpaid drawings under any Letters of Credit or any reductions in the maximum amount
available for drawing under Letters of Credit taking effect on such date.


"Participant" has the meaning set forth in Section 10.06(d).


"PBGC" means the Pension Benefit Guaranty Corporation.


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


"Permitted Purposes" has the meaning set forth in Section 10.07(a).


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


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


"Platform" has the meaning set forth in Section 6.02.


"Preferred Distributions" means for any period, the amount of any and all Restricted Payments
due and payable in cash to the holders of Preferred Equity but shall not include any Minority Interest's share of any such Restricted
Payments.


"Preferred Equity" means any form of preferred stock (whether perpetual, convertible or
otherwise) or other ownership or beneficial interest in Parent or any of its Subsidiaries that entitles the holders thereof to preferential
payment or distribution priority with respect to dividends, assets or other payments over the holders of any other stock or other
ownership or beneficial interest in such Person.


"Property" means all assets of the Parent and its Subsidiaries, whether real property or personal
property.


"Public Lender" has the meaning set forth in Section 6.02.


"Qualified Asset Pool Property" means Qualified Land, Qualified Revenue-Producing Property,
Qualified Development Assets and Qualified Encumbered Asset Property that is owned by the Parent, another Borrower or a direct or
indirect Subsidiary of the Parent.


"Qualified Development Asset" means a Real Property that:


(a)is either owned in fee simple absolute (or through ownership of a condominium unit) or with a
leasehold interest pursuant to a Mortgageable Ground Lease, in either case, by the Parent, another Borrower or a direct or indirect
Subsidiary of the Parent;


(b)to the best of Borrowers' knowledge and belief, does not have any title, survey, environmental or other
defects that would give rise to a materially adverse effect as to the value, use of or ability to sell or refinance such property; 


(c)constitutes a Development Investment; 


(d)is Unencumbered; and


(e)does not otherwise constitute a Qualified Revenue-Producing Property or Qualified Land.




"Qualified Encumbered Asset Property" means a Revenue-Producing Property that:


(a)is owned in fee simple absolute (or through ownership of a condominium unit) or with a leasehold
interest pursuant to a Mortgageable Ground Lease, in either case, directly or indirectly, by the Parent, another Borrower or a direct or
indirect Subsidiary of the Parent;


(b)is occupied or available for occupancy (subject to final tenant improvements);


(c)to the best of Borrowers' knowledge and belief, does not have any title, survey, environmental or other
defects that would give rise to a materially adverse effect as to the value, use of or ability to sell or refinance such property; and


(d)does not have debt associated with such Revenue-Producing Property (which, for the sake of clarity,
excludes the Obligations) that is in excess, at the time such Property is added to the Borrowing Base or at the end of any fiscal quarter
thereafter, of 55% of its Asset Value; and


(e)does not otherwise constitute a Qualified Development Asset or Qualified Land.




"Qualified Land" means, as of any date of determination, without duplication, Real Property that:


(a)has received all entitlements required for the contemplated development of the Real Property into
Revenue-Producing Property;


(b)is owned in fee simple absolute or with a leasehold interest pursuant to a Mortgageable Ground Lease,
in either case by the Parent, another Borrower or a direct or indirect Subsidiary of the Parent;


(c)to the best of Borrowers' knowledge and belief, does not have any title, survey, environmental or other
defects that would give rise to a materially adverse effect as to the value, use of or ability to sell or refinance such property; 


(d)is Unencumbered; and


(e)does not otherwise constitute a Qualified Revenue-Producing Property or Qualified Development
Asset.




"Qualified  Revenue-Producing  Property" means a Revenue-Producing Property that:


(a)is owned in fee simple absolute (or through ownership of a condominium unit) or with a leasehold
interest pursuant to a Mortgageable Ground Lease, in either case by the Parent, another Borrower or a direct or indirect Subsidiary of
the Parent;


(b)is occupied or available for occupancy (subject to final tenant improvements);


(c)to the best of Borrowers' knowledge and belief, does not have any title, survey, environmental or other
defects that would give rise to a materially adverse effect as to the value, use of or ability to sell or refinance such property; 


(d)is Unencumbered; and


(e)does not otherwise constitute a Qualified Development Asset or Qualified Land.





"Rating Agencies" means (a) S&P and (b) Moody's.


"Real Property" means, as of any date of determination, real property (together with the
underlying real property interests and appurtenant real property rights) then owned, leased or occupied by any Borrower or any of its
Subsidiaries.


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


"REIT Status" means, with respect to any Person, (a) the qualification of such Person as a real
estate investment trust under Sections 856 through 860 of the Code, and (b) the applicability to such Person and its shareholders of the
method of taxation provided for in Sections 857 et seq. of the Code.


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


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


"Request for Credit Extension" means (a) with respect to a Borrowing, conversion or continuation
of Committed Loans, a Committed Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with
respect to a Swing Line Loan, a Swing Line Loan Notice.


"Required Lenders" means, as of any date of determination, Lenders having at least 66-2/3% of
the sum of (a) the Revolving Commitments then in effect or, if the Aggregate Revolving Commitments have been terminated pursuant
to Section 8.02, the Total Revolving Outstandings (with the aggregate amount of each Revolving Lender's risk participation and funded
participation in L/C Obligations and Swing Line Loans being deemed "held" by such Revolving Lender for purposes of this definition),
and (b) the Term Loan Amount; provided that the Commitment of, and the portion of the Total Outstandings held or deemed
held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders.


"Required Revolving Lenders" means, as of any date of determination, Revolving Lenders having
more than 66-2/3% of the Aggregate Revolving Commitments, or if the Aggregate Revolving Commitments have been terminated
pursuant to Section 8.02, Revolving Lenders holding in the aggregate more than 66-2/3% of the Total Revolving Outstandings (with the
aggregate amount of each Revolving Lender's risk participation and funded participation in L/C Obligations and Swing Line Loans
deemed "held" by such Revolving Lender for purposes of this definition); provided that the Commitment of, and the portion of
the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of
Required Revolving Lenders.


"Responsible Officer" means, (i) with respect to delivery of executed copies of this Agreement or
any Compliance Certificate, the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or any executive
vice president of a Borrower and (ii) for all other purposes, the chief executive officer, president, chief financial officer, treasurer,
assistant treasurer, secretary, assistant secretary or any executive vice president of a Borrower. Any document delivered hereunder
that is signed by a Responsible Officer of a Borrower shall be conclusively presumed to have been authorized by all necessary
corporate, partnership and/or other action on the part of such Borrower and such Responsible Officer shall be conclusively presumed to
have acted on behalf of such Borrower.


"Restricted Payment" means, with respect to any equity interest or any warrant or option to
purchase an equity interest issued by a Person, (a) the retirement, redemption, purchase or other acquisition for Cash or for Property
by such Person of any such security or interest (excluding any Indebtedness which by its terms is convertible into an Equity Interest),
(b) the declaration or (without duplication) payment by such Person of any dividend in Cash or in Property on or with respect to any
such security or interest, (c) any Investment by such Person in the holder of 5% or more of any such security or interest if a purpose of
such Investment is to avoid characterization of the transaction as a Restricted Payment and (d) any other payment in Cash or Property
by such Person constituting a distribution under applicable Laws with respect to such security or interest.


"Revenue-Producing Property" means an identifiable improved Real Property that is used
principally for office, office/laboratory, research or manufacturing/warehouse purposes, or for such other revenue-producing purposes
as the Required Lenders may approve.


"Revolving Commitment" means, as to each Revolving Lender, its obligation to (a) make
Revolving Loans to the Borrowers pursuant to Section 2.01, (b) purchase participations in L/C Obligations, and (c) purchase
participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth
opposite such Revolving Lender's name on Schedule 2.01A or in the Assignment and Assumption pursuant to which
such Revolving Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with
this Agreement. 


"Revolving Commitment Termination Date" means the earlier of (a) the later of (i) October 29,
2010 and (ii) if the Existing Revolving Commitment Termination Date is extended pursuant to Section 2.14, such extended Revolving
Commitment Termination Date as determined pursuant to such Section 2.14 and (b) the date the Revolving Commitments are
terminated pursuant to Section 2.06 or Article VIII.


"Revolving Lender" means each Lender that has a Revolving Commitment or, following
termination of the Revolving Commitments, has Revolving Loans outstanding.


"Revolving Loan" means a Base Rate Loan or a Eurodollar Rate Loan made to the Borrowers by a
Revolving Lender in accordance with their Applicable Percentage pursuant to Section 2.01(a), except as otherwise provided
herein.


"Revolving Note" means a promissory note made by the Borrowers in favor of, and payable to the
order of, a Revolving Lender evidencing Revolving Loans made by such Revolving Lender, substantially in the form of
Exhibit C-1.


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


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


"SEC Report" means all filings on Form 10-K, Form 10-Q or Form 8-K with the SEC
made by the Parent pursuant to the Securities Exchange Act of 1934.


"Secured Debt" means Indebtedness of Parent or any of its Subsidiaries (including
Indebtedness of any non-Wholly-Owned Subsidiary which is the subject of a Guarantee of Parent or a Subsidiary of Parent or, if such
Person is a partnership, of which Parent or a Subsidiary of Parent is a general partner, Parent's or such Subsidiaries' pro rata share of
any such Indebtedness of unconsolidated Persons but excluding any Minority Interest's share of Indebtedness) that is secured by a
Lien or is subject to a Negative Pledge; provided, that Secured Debt shall not include any of the Obligations.


"Secured Debt Ratio" means, as of the last day of any fiscal quarter, the ratio obtained by dividing (a)
the Secured Debt of Parent and its Subsidiaries as of such date by (b) the Adjusted Tangible Assets, as of such date.


"SPC" has the meaning set forth in Section 10.06(h).


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


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


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


"Swing Line" means the revolving credit facility made available by the Swing Line Lender pursuant to
Section 2.04.


"Swing Line Borrowing" means a borrowing of a Swing Line Loan pursuant to Section 2.04.


"Swing Line Lender" means Bank of America in its capacity as provider of Swing Line Loans, or any
successor swing line lender hereunder.


"Swing Line Loan" has the meaning specified in Section 2.04(a).


"Swing Line Loan Notice" means a notice of a Swing Line Borrowing pursuant to
Section 2.04(b), which, if in writing, shall be substantially in the form of Exhibit B.


"Swing Line Sublimit" means an amount equal to $75,000,000.  The Swing Line Sublimit is part of, and
not in addition to, the Aggregate Revolving Commitments.


"Syndication Agent" means Citicorp North America, Inc., in its capacity as syndication agent.


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


"Term Lenders" means the Term A Lenders and any other Term Lenders holding a Term Loan
pursuant to Section 2.15.


"Term A Lenders" means Lenders with a Term A Loan Commitment or holding Term A Loans.


"Term A Loan" means a Term A Loan of any type made to Borrowers by the Term A Lenders in
accordance with their Applicable Percentage pursuant to Section 2.01(b).


"Term A Loan Amount" means, at any time, the aggregate principal amount of the Term A Loans
outstanding, which on the Closing Date is equal to $600,000,000.


"Term A Loan Commitment" means, as to each Term A Lender, its obligation to make a Term A Loan
to the Borrowers pursuant Section 2.01(b), in an aggregate principal amount on the Closing Date not to exceed such Term A
Lender's portion of the Term A Loan Amount or the amount set forth in the Assignment and Assumption pursuant to which such Term A
Lender becomes a party hereto, as applicable.


"Term Loan" means a Term A Loan or any other term loan made pursuant to Section 2.15.


"Term Loan Amount" means, at any time, the Term A Loan Amount plus the aggregate outstanding
principal amount of all other Term Loans.


"Term Loan Maturity Date" means the later of (a) October 31, 2011 and (b) if the Existing Term
Loan Maturity Date is extended pursuant to Section 2.14, such extended Term Loan Maturity Date as determined pursuant to such
Section 2.14.


"Term Note" means a promissory note made by the Borrowers in favor of, and payable to the order of,
a Term Lender evidencing that portion of the Term Loan made by such Term Lender substantially in the form of Exhibit C-
2.


"Total Assets" means the value of all assets of a Person and its Subsidiaries (without duplication),
determined on a consolidated basis in accordance with GAAP; provided that all Real Property shall be valued based on its Asset Value
(it being understood that the Asset Value for any Real Property that is not a Qualified Asset Pool Property shall be calculated as if it
was a Qualified Asset Pool Property).  In the event that a Person has an ownership or other equity interest in any other Person, which
investment is not consolidated in accordance with GAAP (that is, such interest is a "minority interest"), then the assets of a Person and
its Subsidiaries shall include such Person's or its Subsidiaries' allocable share of all assets of such Person in which a minority interest is
owned based on such Person's respective ownership interest in such other Person.


"Total Indebtedness" means, as to any Person at a particular time, without duplication, all of the
following, whether or not included as indebtedness or liabilities in accordance with GAAP:


(a)all obligations of such Person for borrowed money and all obligations of such Person evidenced by
bonds, debentures, notes, loan agreements or other similar instruments;


(b)all direct or contingent obligations of such Person arising under letters of credit (including standby and
commercial), bankers' acceptances and bank guaranties;


(c)net obligations of such Person under any Swap Contract;


(d)all obligations of such Person to pay the deferred purchase price of property or services (other than
trade accounts payable in the ordinary course of business);


(e)indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being
purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not
such indebtedness shall have been assumed by such Person or is limited in recourse;


(f)Capital Lease Obligations; and


(g)all Guarantees of such Person in respect of any of the foregoing.




For all purposes hereof, Total Indebtedness shall not include any Minority Interest's share of any of the
foregoing. The amount of any net obligation under any Swap Contract on any date shall be deemed to be (i) for any date on or after the
date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination
value(s), and (ii) for any date prior to the date referenced in clause (i), zero.  The amount of any Capital Lease Obligation as of
any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.


"Total Liabilities" means all liabilities of a Person and its Subsidiaries, determined on a consolidated
basis in accordance with GAAP, and (without duplication) all Indebtedness and Guarantees of such Person and its Subsidiaries
(determined on a consolidated basis), whether or not so classified; provided, that, Total Liabilities shall not include
any Minority Interest's share of liabilities.  In the event that a Person has an ownership or other equity interest in any other Person,
which investment is not consolidated in accordance with GAAP (that is, such interest is a "minority interest"), then the liabilities of a
Person and its Subsidiaries shall include such Person's or its Subsidiaries' allocable share of all liabilities of such Person in which a
minority interest is owned based on such Person's respective ownership interest in such other Person.


"Total Outstandings" means the aggregate Outstanding Amount of all Loans and all L/C
Obligations.


"Total Revolving Outstandings" means the sum of (i) the aggregate Outstanding Amount of all
Revolving Loans plus (ii) the aggregate Outstanding Amount of all Swing Line Loans plus (iii) the aggregate Outstanding Amount of all
L/C Obligations.


"to the best knowledge of" means, when modifying a representation, warranty or other statement of
any Person, that the fact or situation described therein is known by the Person (or, in the case of a Person other than a natural Person,
known by a Responsible Officer of that Person) making the representation, warranty or other statement, or with the exercise of
reasonable due diligence under the circumstances (in accordance with the standard of what a reasonable Person in similar
circumstances would have done) would have been known by the Person (or, in the case of a Person other than a natural Person, would
have been known by a Responsible Officer of that Person).


"Trade Date" has the meaning set forth in Section 10.06(b).


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


"Unencumbered" means, with respect to any Revenue-Producing Property, Qualified Land or Qualified
Development Assets, that such Revenue-Producing Property, Qualified Land or Qualified Development Assets (a) is not subject to any
Lien other than Liens permitted under Section 7.01, (b) is not subject to any Negative Pledge and (c) is not
held by a Person any of whose direct or indirect equity interests are subject to a Lien or Negative Pledge.


"Unencumbered Asset Pool" means, as of any date of determination, (a) the Initial Pool Properties,
plus (b) each other Qualified Asset Pool Property added to the Unencumbered Asset Pool pursuant to Section 2.16 as
of such date, less (c) any Qualified Asset Pool Property removed from the Unencumbered Asset Pool pursuant to
Section 2.16 as of such date; provided that:




	if all or any material portion of a Qualified Revenue-Producing Property is materially damaged then, except
for a Qualified Revenue-Producing Property that is covered by business interruption insurance in an amount substantially similar to the
NOI of such Qualified Revenue-Producing Property during such period, such Qualified Revenue-Producing Property shall no longer be
a part of the Unencumbered Asset Pool until such damage is repaired or restored and such Qualified Revenue-Producing Property
becomes fully operational and the Administrative Agent receives evidence reasonably satisfactory to it of the Asset Value of such
Property, including the NOI of any Qualified Revenue-Producing Property;


	if all or any material portion of a Qualified Development Asset is materially damaged, such Qualified
Development Asset shall no longer be a part of the Unencumbered Asset Pool until such damage is repaired or restored and such
Qualified Asset Pool Property becomes fully operational and the Administrative Agent receives evidence reasonably satisfactory to it of
the Asset Value of such Qualified Development Asset; provided that such Qualified Development Asset may be included as an
Unencumbered Asset Pool Property in the amount assigned to such Qualified Development Asset prior to the damage less the
amount (as determined by the Borrowers in good faith) by which the casualty insurance proceeds that are owed or received in respect
of such casualty event are insufficient to restore such Qualified Development Asset for a period of up to the lesser of (A) 365 days
following such casualty event and (B) the date such Qualified Development Asset is restored and fully functional or the Borrowers
submit another Property in substitution therefore; and


	if all or any material portion of a Qualified Asset Pool Property is taken by condemnation, then such
Qualified Asset Pool Property shall no longer be a part of the Unencumbered Asset Pool.

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


"United States" and "U.S." mean the United States of America.


"Unreimbursed Amount" has the meaning specified in Section 2.03(c)(i).


"Unrelated Person" means any Person other than (i) a Subsidiary of Parent, (ii) an employee stock
ownership plan or other employee benefit plan covering the employees of Parent and its Subsidiaries or (iii) any Person that held
Common Stock on the day prior to the effective date of Parent's registration statement under the Securities Act of 1933 covering the
initial public offering of Common Stock.


"Wholly-Owned Subsidiary" means a Subsidiary of Parent, 100% of the capital stock or other equity
interest of which is owned, directly or indirectly, by Parent, except for director's qualifying shares required by applicable Laws.


1.02Other Interpretive Provisions.


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


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


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


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




1.03Accounting Terms.


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


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


1.04Times of Day.


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


1.05Letter of Credit Amounts.


Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated
amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that,
by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount
thereof; the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving
effect to all such increases, whether or not such maximum stated amount is in effect at such time.


ARTICLE II



THE COMMITMENTS AND CREDIT EXTENSIONS



2.01Committed Loans.


(a)Revolving Loans.  Subject to the terms and conditions set forth herein, each Lender with a
Revolving Commitment (a "Revolving Lender") severally agrees to make loans (each such loan, a "Revolving Loan")
to the Borrowers from time to time, on any Business Day during the Availability Period, in an aggregate amount not to exceed at any
time outstanding the amount of such Revolving Lender's Revolving Commitment; provided, however, that after giving effect to any
Committed Borrowing, the Total Revolving Outstandings shall not exceed the lesser of (i) the Aggregate Revolving Commitments or (ii)
the Borrowing Base then in effect. Within the limits of each Revolving Lender's Revolving Commitment, and subject to the other terms
and conditions hereof, the Borrowers may borrow under this Section 2.01(a), prepay under Section 2.05, and
reborrow under this Section 2.01(a).  On the Closing Date, all Revolving Loans shall be Base Rate Loans unless the Borrowers
shall have delivered at least three Business Days prior to the Closing Date, a funding indemnity letter in form and substance reasonably
satisfactory to the Administrative Agent.  Thereafter, Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, as further
provided herein.


(b)Term A Loan.  Subject to the terms and conditions set forth herein, each Term A Lender
severally agrees to fund the portion of the Term A Loan Amount represented by its Term A Loan Commitment to the Borrowers on the
Closing Date in an aggregate amount not to exceed such Term A Lender's Term A Loan Commitment or the Term A Loan Amount.
The Term A Loan shall be made in one draw on the Closing Date.  To the extent all or any portion of the Term A Loans are repaid or
prepaid, they may not be reborrowed.  On the Closing Date, all Term A Loans shall be Base Rate Loans unless the Borrowers shall
have delivered at least three Business Days prior to the Closing Date, a funding indemnity letter in form and substance reasonably
satisfactory to the Administrative Agent.  Thereafter, Term A Loans may be Base Rate Loans or Eurodollar Rate Loans, as further
provided herein.


2.02Borrowings, Conversions and Continuations of Committed
Loans.


(a)Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and
each continuation of Eurodollar Rate Loans shall be made upon the Borrowers' irrevocable notice to the Administrative Agent, which
may be given by telephone.  Each such notice must be received by the Administrative Agent not later than (i) 12:00 Noon, three
Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans, and (ii)
12:00 Noon, one Business Day prior to the requested date of any Borrowing of Base Rate Loans or of any conversion of
Eurodollar Rate Loans to Base Rate Loans.  Each telephonic notice by the Borrowers pursuant to this Section 2.02(a) must be
confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice, appropriately completed and signed by
a Responsible Officer of the Borrowers.  Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a
principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof.  Except as provided in Sections 2.03(c) and
2.04(c), each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of
$100,000 in excess thereof.  Each Committed Loan Notice (whether telephonic or written) shall specify (i) whether the Borrowers are
requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate
Loans, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii)
the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or
to which existing Committed Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto.  If
the Borrowers fail to specify a Type of Committed Loan in a Committed Loan Notice or if the Borrowers fail to give a timely notice
requesting a conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Base Rate Loans.
Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect
to the applicable Eurodollar Rate Loans.  If the Borrowers request a Borrowing of, conversion to, or continuation of Eurodollar Rate
Loans in any such Committed Loan Notice, but fail to specify an Interest Period, they will be deemed to have specified an Interest
Period of one month.


(b)Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly notify each
Lender of the amount of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or
continuation is provided by the Borrowers, the Administrative Agent shall notify each Lender of the details of any automatic conversion
to Base Rate Loans described in the preceding subsection.  In the case of a Committed Borrowing, each Lender shall make the amount
of its Committed Loan available to the Administrative Agent in immediately available funds at the Administrative Agent's Office not later
than 11:00 a.m. on the Business Day specified in the applicable Committed Loan Notice.  Upon satisfaction of the applicable
conditions set forth in Section 4.02 (and, if such Borrowing is the initial Credit Extension, Section 4.01), the Administrative
Agent shall make all funds so received available to the Borrowers in like funds as received by the Administrative Agent either by (i)
crediting the account of the Borrowers on the books of Administrative Agent with the amount of such funds or (ii) wire transfer of such
funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Administrative Agent by the
Borrowers; provided, however, that if; on the date the Committed Loan Notice with respect to such Borrowing is given by the Borrowers,
there are L/C Borrowings outstanding, then the proceeds of such Borrowing, first, shall be applied to the payment in full of any
such L/C Borrowings, and second, shall be made available to the Borrowers as provided above.


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


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


(e)After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to
the other, and all continuations of Committed Loans as the same Type, there shall not be more than 20 Interest Periods in effect with
respect to Committed Loans.





2.03Letters of Credit.


 (a)The Letter of Credit Commitment.


(i)Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the
agreements of the Revolving Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period
from the Closing Date until the Letter of Credit Expiration Date, to issue Letters of Credit for the account of the Borrowers or their
Subsidiaries, and to amend Letters of Credit previously issued by it, in accordance with Section 2.03(b) below, and (2) to honor
drawings under the Letters of Credit; and (B) the Revolving Lenders severally agree to participate in Letters of Credit issued for the
account of the Borrowers or their Subsidiaries and any drawings thereunder; provided that after giving effect to any L/C Credit
Extension with respect to any Letter of Credit, (y) the Total Revolving Outstandings shall not exceed the lesser of (i) the Aggregate
Revolving Commitments or (ii) the Borrowing Base and (z) the Outstanding Amount of the L/C Obligations shall not exceed the Letter of
Credit Sublimit.  Each request by the Borrowers for the issuance or amendment of a Letter of Credit shall be deemed to be a
representation by the Borrowers that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the
preceding sentence.  Within the foregoing limits, and subject to the terms and conditions hereof, the Borrowers' ability to obtain Letters
of Credit shall be fully revolving, and, accordingly, the Borrowers may, during the foregoing period, obtain Letters of Credit to replace
Letters of Credit that have expired or that have been drawn upon and reimbursed.  


(ii)The L/C Issuer shall not issue any Letter of Credit, if:


(A)Subject to Section 2.03(b)(iv), the expiry date of such requested Letter of Credit would occur more than
twelve months after the date of issuance, unless the Required Revolving Lenders have approved such expiry date; or


(B)the expiry date of such requested Letter of Credit would occur after the Letter of Credit Expiration Date,
unless all the Revolving Lenders have approved such expiry date. 




(iii)The L/C Issuer shall not be under any obligation to issue any Letter of Credit if:

 (A)any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to
enjoin or restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive
(whether or not having the force of law) from any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit, or request
that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the
L/C Issuer with respect to such Letter of Credit any restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise
compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense
which was not applicable on the Closing Date and which the L/C Issuer in good faith deems material to it;


(B)the issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to
letters of credit generally;


(C)except as otherwise agreed by the Administrative Agent and the L/C Issuer, such Letter of Credit is in
an initial stated amount of less than $500,000, in the case of a standby Letter of Credit;


(D)such Letter of Credit is to be denominated in a currency other than Dollars;


(E)such Letter of Credit contains any provisions for automatic reinstatement of the stated amount after any
drawing thereunder; or


(F)a default of any Revolving Lender's obligations to fund under Section 2.03(c) exists or any
Revolving Lender is at such time a Defaulting Lender hereunder, unless the L/C Issuer has entered into satisfactory arrangements with
the Borrowers or such Revolving Lender to eliminate the L/C Issuer's risk with respect to such Revolving Lender.




(iv)The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time
to issue such Letter of Credit in its amended form under the terms hereof.


(v)The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the L/C Issuer would
have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof; or (B) the beneficiary of such
Letter of Credit does not accept the proposed amendment to such Letter of Credit.


(vi)The L/C Issuer shall act on behalf of the Revolving Lenders with respect to any Letters of Credit issued
by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to the
Administrative Agent in Article IX with respect to any acts taken or omissions suffered by the L/C Issuer in connection with Letters
of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term
"Administrative Agent" as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally
provided herein with respect to the L/C Issuer.




(b)Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of Credit.


(i)Each Letter of Credit shall be issued or amended, as the case may be, upon the request of the Borrowers
delivered to the L/C Issuer (with a copy to the Administrative Agent) in the form of a Letter of Credit Application, appropriately
completed and signed by a Responsible Officer of the Borrowers.  Such Letter of Credit Application must be received by the L/C Issuer
and the Administrative Agent not later than 11:00 a.m. at least five Business Days (or such later date and time as the
Administrative Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date
or date of amendment, as the case may be.  In the case of a request for an initial issuance of a Letter of Credit, such Letter of Credit
Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of
Credit (which shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary
thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder; (F) the full text of any certificate to
be presented by such beneficiary in case of any drawing thereunder; and (G) such other matters as the L/C Issuer may reasonably
require.  In the case of a request for an amendment of any outstanding Letter of Credit, such Letter of Credit Application shall specify in
form and detail satisfactory to the L/C Issuer: (A) the Letter of Credit to be amended; (B) the proposed date of amendment thereof
(which shall be a Business Day); (C) the nature of the proposed amendment; and (D) such other matters as the L/C Issuer may
reasonably require.  Additionally, the Borrowers shall furnish to the L/C Issuer and the Administrative Agent such other documents and
information pertaining to such requested Letter of Credit issuance or amendment, including any Issuer Documents, as the L/C Issuer or
the Administrative Agent may require.


(ii)Promptly after receipt of any Letter of Credit Application, the L/C Issuer will confirm with the
Administrative Agent (by telephone or in writing) that the Administrative Agent has received a copy of such Letter of Credit Application
from the Borrowers and, if not, the L/C Issuer will provide the Administrative Agent with a copy thereof.  Unless the L/C Issuer has
received written notice from any Revolving Lender, the Administrative Agent or any Borrower, at least one Business Day prior to the
requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions contained in
Article IV shall not then be satisfied, then, subject to the terms and conditions hereof; the L/C Issuer shall, on the requested date,
issue a Letter of Credit for the account of the Borrowers (or the applicable Subsidiary) or enter into the applicable amendment, as the
case may be, in each case in accordance with the L/C Issuer's usual and customary business practices.  Immediately upon the
issuance of each Letter of Credit, each Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to,
purchase from the L/C Issuer a risk participation in such Letter of Credit in an amount equal to the product of such Revolving Lender's
Applicable Percentage times the amount of such Letter of Credit.


(iii)Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising
bank with respect thereto or to the beneficiary thereof; the L/C Issuer will also deliver to the Borrowers and the Administrative Agent
and to any requesting Lender a true and complete copy of such Letter of Credit or amendment.


(iv)If the Borrowers so request in any applicable Letter of Credit Application, the L/C Issuer may, in its sole
and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an "Auto-Extension Letter
of Credit"); provided that any such Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such
extension at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior
notice to the beneficiary thereof not later than sixty (60) days (the "Non-Extension Notice Date") in each such twelve-
month period to be agreed upon at the time such Letter of Credit is issued.  Unless otherwise directed by the L/C Issuer, the Borrowers
shall not be required to make a specific request to the L/C Issuer for any such extension.  Once an Auto-Extension Letter of Credit has
been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension of such
Letter of Credit at any time to an expiry date not later than the Letter of Credit Expiration Date; provided, however,
that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be permitted, or would
have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the
provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may be by telephone or
in writing) on or before the day that is five Business Days before the Non-Extension Notice Date (1) from the Administrative Agent that
the Required Lenders have elected not to permit such extension or (2) from the Administrative Agent, any Lender or the Borrowers that
one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the L/C
Issuer not to permit such extension.


(v)Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising
bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also deliver to the Borrower and the Administrative Agent a
true and complete copy of such Letter of Credit or amendment.




(c)Drawings and Reimbursements; Funding of Participations.


(i)Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of
Credit, the L/C Issuer shall notify the Borrowers and the Administrative Agent thereof.  Not later than 11:00 a.m. on the date of
any payment by the L/C Issuer under a Letter of Credit (each such date, an "Honor Date") or 9:00 am. on the following
Business Day if the notification is later than 11:00 a.m. on the Honor Date, the Borrowers shall reimburse the L/C Issuer through
the Administrative Agent in an amount equal to the amount of such drawing (unless the Borrowers elect to reimburse the L/C Issuer
through a Revolving Loan, as set forth below).  If the Borrowers fail to so reimburse the L/C Issuer by such time, the Administrative
Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing (the "Unreimbursed
Amount"), and the amount of such Revolving Lender's Applicable Percentage thereof and in such event, the Borrowers shall be
deemed to have requested a Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in an amount equal to the
Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base
Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Revolving Commitments and the conditions set forth in
Section 4.02 (other than the delivery of a Committed Loan Notice).  Any notice given by the L/C Issuer or the Administrative
Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in writing; provided that the lack of
such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice.


(ii)Each Revolving Lender shall upon any notice pursuant to Section 2.03(c)(i) make funds available
to the Administrative Agent for the account of the L/C Issuer at the Administrative Agent's Office in an amount equal to its Applicable
Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by the
Administrative Agent, which date will not be earlier than the Business Day after the Honor Date, whereupon, subject to the provisions of
Section 2.03(c)(iii), each Revolving Lender that so makes funds available shall be deemed to have made a Base Rate Loan to
the Borrowers in such amount.  The Administrative Agent shall remit the funds so received to the L/C Issuer.


(iii)With respect to any Unreimbursed Amount that is not fully refinanced by a Committed Borrowing of
Base Rate Loans because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, the Borrowers shall
be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so refinanced,
which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate.  In such
event, each Revolving Lender's payment to the Administrative Agent for the account of the L/C Issuer pursuant to
Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C
Advance from such Revolving Lender in satisfaction of its participation obligation under this Section 2.03.


(iv)Until each Revolving Lender funds its Committed Loan or L/C Advance pursuant to this
Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such
Revolving Lender's Applicable Percentage of such amount shall be solely for the account of the L/C Issuer.


(v)Each Revolving Lender's obligation to make Committed Loans or L/C Advances to reimburse the L/C
Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional
and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such
Revolving Lender may have against the L/C Issuer, the Borrowers or any other Person for any reason whatsoever; (B) the occurrence
or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided,
however, that each Revolving Lender's obligation to make Committed Loans pursuant to this Section 2.03(c) is subject to the
conditions set forth in Section 4.02 (other than delivery by the Borrowers of a Committed Loan Notice).  No such making of an
L/C Advance shall relieve or otherwise impair the obligation of the Borrowers to reimburse the L/C Issuer for the amount of any
payment made by the L/C Issuer under any Letter of Credit, together with interest as provided herein.


(vi)If any Revolving Lender fails to make available to the Administrative Agent for the account of the L/C
Issuer any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this Section 2.03(c) by
the time specified in Section 2.03(c)(ii), the L/C Issuer shall be entitled to recover from such Revolving Lender (acting through the
Administrative Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date
on which such payment is immediately available to the L/C Issuer at a rate per annum equal to the greater of the Federal Funds Rate
and a rate determined by the L/C Issuer in accordance with banking industry rules on interbank compensation, plus any administrative,
processing or similar fees customarily charged by the L/C Issuer in connection with the foregoing.  If such Lender pays such amount
(with interest and fees as aforesaid), the amount so paid shall constitute such Lender's Committed Loan included in the relevant
Committed Borrowing or L/C Advance in respect of the relevant L/C Borrowing, as the case may be.  A certificate of the L/C Issuer
submitted to any Revolving Lender (through the Administrative Agent) with respect to any amounts owing under this clause (vi)
shall be conclusive absent manifest error.




(d)Repayment of Participations.


(i)At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from
any Revolving Lender such Revolving Lender's L/C Advance in respect of such payment in accordance with Section 2.03(c), if
the Administrative Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or
interest thereon (whether directly from the Borrowers or otherwise, including proceeds of Cash Collateral applied thereto by the
Administrative Agent), the Administrative Agent will distribute to such Revolving Lender its Applicable Percentage thereof (appropriately
adjusted, in the case of interest payments, to reflect the period of time during which such Lender's L/C Advance was outstanding) in the
same funds as those received by the Administrative Agent.


(ii)If any payment received by the Administrative Agent for the account of the L/C Issuer pursuant to
Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant
to any settlement entered into by the L/C Issuer in its discretion), each Revolving Lender shall pay to the Administrative Agent for the
account of the L/C Issuer its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date
of such demand to the date such amount is returned by such Revolving Lender, at a rate per annum equal to the Federal Funds Rate
from time to time in effect.  The obligations of the Revolving Lenders under this clause shall survive the payment in full of the
Obligations and the termination of this Agreement.




(e)Obligations Absolute.  The obligation of the Borrowers to reimburse the L/C Issuer for each
drawing under each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be
paid strictly in accordance with the terms of this Agreement under all circumstances, including the following:


(i)any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan
Document;


(ii)the existence of any claim, counterclaim, setoff, defense or other right that the Borrowers or any
Subsidiary may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such
beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this Agreement, the
transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated
transaction;


(iii)any draft, demand, certificate or other document presented under such Letter of Credit proving to be
forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; or any loss or
delay in the transmission or otherwise of any document required in order to make a drawing under such Letter of Credit;


(iv)any payment by the L/C Issuer under such Letter of Credit against presentation of a draft or certificate
that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit
to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or
other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection
with any proceeding under any Debtor Relief Law; or


(v)any other circumstance or happening whatsoever, whether or not similar to any of the foregoing,
including any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrowers or any
Subsidiary.




The Borrowers shall promptly examine a copy of each Letter of Credit and each amendment thereto that is
delivered to it and, in the event of any claim of noncompliance with the Borrowers' instructions or other irregularity, the Borrowers will
promptly notify the L/C Issuer.  The Borrowers shall be conclusively deemed to have waived any such claim against the L/C Issuer and
its correspondents unless such notice is given as aforesaid.


(f)Role of L/C Issuer.  Each Revolving Lender and the Borrowers agree that, in paying any
drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft,
certificates and documents expressly required by the Letter of Credit) or to ascertain or inquire as to the validity or accuracy of any such
document or the authority of the Person executing or delivering any such document.  None of the L/C Issuer, the Administrative Agent,
any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Revolving
Lender for (i) any action taken or omitted in connection herewith at the request or with the approval of the Revolving Lenders or the
Required Revolving Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or
(iii) the due execution, effectiveness, validity or enforceability of any document or instrument related to any Letter of Credit or Issuer
Document.  The Borrowers hereby assume all risks of the acts or omissions of any beneficiary or transferee with respect to its use of
any Letter of Credit; provided, however, that this assumption is not intended to, and shall not, preclude the Borrowers' pursuing such
rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement.  None of the L/C Issuer,
the Administrative Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall
be liable or responsible for any of the matters described in clauses (i) through (v) of Section 2.03(e); provided, however,
that anything in such clauses to the contrary notwithstanding, the Borrowers may have a claim against the L/C Issuer, and the L/C
Issuer may be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential or exemplary,
damages suffered by the Borrowers which the Borrowers prove were caused by the L/C Issuer's willful misconduct or gross negligence
or the L/C Issuer's willful failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and
certificate(s) strictly complying with the terms and conditions of a Letter of Credit.  In furtherance and not in limitation of the foregoing,
the L/C Issuer may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless
of any notice or information to the contrary, and the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument
transferring or assigning or purporting to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in
whole or in part, which may prove to be invalid or ineffective for any reason.


(g)Cash Collateral.  Upon the request of the Administrative Agent, (i) if the L/C Issuer has honored
any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing which has not been
repaid as provided for herein, or (ii) if, as of the Letter of Credit Expiration Date, any L/C Obligation for any reason remains outstanding,
the Borrowers shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations.
Sections 2.05 and 8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder.  For purposes of this
Section 2.03, Section 2.05 and Section 8.02(c), "Cash Collateralize" means to pledge and deposit with or deliver to
the Administrative Agent, for the benefit of the L/C Issuer and the Revolving Lenders, as collateral for the L/C Obligations, cash or
deposit account balances (collectively, "Cash Collateral") pursuant to documentation in form and substance reasonably
satisfactory to the Administrative Agent and the L/C Issuer (which documents are hereby consented to by the Revolving Lenders).
Derivatives of such term have corresponding meanings.  The Borrowers hereby grant to the Administrative Agent, for the benefit of the
L/C Issuer and the Revolving Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of
the foregoing.  Cash Collateral shall be maintained in blocked, non-interest bearing deposit accounts at Bank of America.


(h)Applicability of ISP.  Unless otherwise expressly agreed by the L/C Issuer and the Borrowers
when a Letter of Credit is issued the rules of the ISP shall apply to each Letter of Credit.


(i)Letter of Credit Fees.  The Borrowers shall pay to the Administrative Agent for the account of
each Revolving Lender in accordance with its Applicable Percentage a Letter of Credit fee (the "Letter of Credit Fee") for each
Letter of Credit equal to the Applicable Rate for Eurodollar Rate Loans, stated as a percentage per annum times the daily amount
available to be drawn under such Letter of Credit.  For purposes of computing the daily amount available to be drawn under any Letter
of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.05.  Letter of Credit Fees
shall be (i) computed on a quarterly basis in arrears and (ii) due and payable on the first Business Day after the end of each March,
June, September and December, commencing with the first such date to occur after the issuance of such Letter of Credit, on the
Letter of Credit Expiration Date and thereafter on demand.  If there is any change in the Applicable Rate for Eurodollar Rate Loans
during any quarter, the daily amount available to be drawn under each Letter of Credit shall be computed and multiplied by the
Applicable Rate for Eurodollar Rate Loans separately for each period during such quarter that such Applicable Rate for Eurodollar Rate
Loans was in effect.  Notwithstanding anything to the contrary contained herein, upon the request of the Required Revolving Lenders,
while any Event of Default exists, all Letter of Credit Fees shall accrue at the Default Rate.


(j)Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer.  The Borrowers
shall pay directly to the L/C Issuer for its own account a fronting fee with respect to each Letter of Credit, at the rate equal to 0.125%
per annum, computed on the daily amount available to be drawn under such Letter of Credit on a quarterly basis in arrears, and due
and payable on the first Business Day after the end of each March, June, September and December in respect of the most
recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after
the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand.  For purposes of computing the
daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance
with Section 1.05.  In addition, the Borrowers shall pay directly to the L/C Issuer for its own account the customary
issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to
letters of credit as from time to time in effect.  Such customary fees and standard costs and charges are due and payable on demand
and are nonrefundable.


(k)Conflict with Issuer Documents.  In the event of any conflict between the terms hereof and the
terms of any Issuer Document, the terms hereof shall control.


(l)Letters of Credit Issued for Subsidiaries.  Notwithstanding that a Letter of Credit issued or
outstanding hereunder is in support of any obligations of, or is for the account of; a Subsidiary, the Borrowers shall be obligated to
reimburse the L/C Issuer hereunder for any and all drawings under such Letter of Credit.  The Borrowers hereby acknowledge that the
issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of the Borrowers, and that the Borrowers' business
derives substantial benefits from the businesses of such Subsidiaries.




2.04Swing Line Loans.


(a)The Swing Line.  Subject to the terms and conditions set forth herein, the Swing Line
Lender agrees, in reliance upon the agreements of the other Revolving Lenders set forth in this Section 2.04, to make loans
(each such loan, a "Swing Line Loan") to the Borrowers from time to time on any Business Day during the Availability Period in
an aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such
Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Revolving Loans and L/C
Obligations of the Revolving Lender acting as Swing Line Lender, may exceed the amount of such Revolving Lender's Revolving
Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Revolving Outstandings shall not exceed
the Revolving Commitments, and (ii) the aggregate Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such
Revolving Lender's Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Revolving Lender's Applicable
Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Revolving Lender's Revolving Commitment, and
provided, further, that the Borrowers shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan.
Within the foregoing limits, and subject to the other terms and conditions hereof; the Borrowers may borrow under this
Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04.  Each Swing Line Loan shall
be a Base Rate Loan or a Fixed Eurodollar Rate Loan.  Immediately upon the making of a Swing Line Loan, each Revolving Lender
shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing Line Lender a risk participation in
such Swing Line Loan in an amount equal to the product of such Revolving Lender's Applicable Percentage times the amount of such
Swing Line Loan.


(b)Borrowing Procedures.  Each Swing Line Borrowing shall be made upon the Borrowers'
irrevocable notice to the Swing Line Lender and the Administrative Agent, which may be given by telephone.  Each such notice must be
received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m on the requested borrowing date, and
shall specify (i) the amount to be borrowed, which shall be a minimum of $100,000, and (ii) the requested borrowing date, which shall
be a Business Day.  Each such telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the
Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a Responsible Officer of the
Borrowers.  Promptly after receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the Swing Line Lender will
confirm with the Administrative Agent (by telephone or in writing) that the Administrative Agent has also received such Swing Line Loan
Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in writing) of the contents thereof.  Unless
the Swing Line Lender has received notice (by telephone or in writing) from the Administrative Agent (including at the request of the
Required Revolving Lenders) prior to 2:00 p.m.  on the date of the proposed Swing Line Borrowing (A) directing the Swing Line
Lender not to make such Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of
Section 2.04(a), or (B) that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, then,
subject to the terms and conditions hereof, the Swing Line Lender will, not later than 2:00 p.m.  on the borrowing date specified in
such Swing Line Loan Notice, make the amount of its Swing Line Loan available to the Borrowers at its office by crediting the account
of the Borrowers on the books of the Swing Line Lender in immediately available funds.


(c)Refinancing of Swing Line Loans.


(i)The Swing Line Lender at any time in its sole and absolute discretion may request, on behalf of the
Borrowers (which hereby irrevocably authorize the Swing Line Lender to so request on their behalf), that each Revolving Lender make
a Base Rate Loan in an amount equal to such Revolving Lender's Applicable Percentage of the amount of Swing Line Loans then
outstanding.  Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for
purposes hereof) and in accordance with the requirements of Section 2.02, without regard to the minimum and multiples
specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Revolving Commitments and
the conditions set forth in Section 4.02.  The Swing Line Lender shall furnish the Borrowers with a copy of the applicable
Committed Loan Notice promptly after delivering such notice to the Administrative Agent.  Each Revolving Lender shall make an
amount equal to its Applicable Percentage of the amount specified in such Committed Loan Notice available to the Administrative Agent
in immediately available funds for the account of the Swing Line Lender at the Administrative Agent's Office not later than
1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each Revolving
Lender that so makes funds available shall be deemed to have made a Base Rate Loan to the Borrowers in such amount.  The
Administrative Agent shall remit the funds so received to the Swing Line Lender.


(ii)If for any reason any Swing Line Loan cannot be refinanced by such a Committed Borrowing in
accordance with Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing Line Lender as set forth herein shall
be deemed to be a request by the Swing Line Lender that each of the Revolving Lenders fund its risk participation in the relevant Swing
Line Loan and each Revolving Lender's payment to the Administrative Agent for the account of the Swing Line Lender pursuant to
Section 2.04(c)(i) shall be deemed payment in respect of such participation.


(iii)If any Revolving Lender fails to make available to the Administrative Agent for the account of the Swing
Line Lender any amount required to be paid by such Revolving Lender pursuant to the foregoing provisions of this
Section 2.04(c) by the time specified in Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from such
Revolving Lender (acting through the Administrative Agent), on demand, such amount with interest thereon for the period from the date
such payment is required to the date on which such payment is immediately available to the Swing Line Lender at a rate per annum
equal to the greater of the Federal Funds Rate and a rate determined by the Swing Line Lender in accordance with banking industry
rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the Swing Line Lender in
connection with the foregoing.  If such Revolving Lender pays such amount (with interest and fees as aforesaid), the amount so paid
shall constitute such Revolving Lender's Committed Loan included in the relevant Committed Borrowing or funded participation in the
relevant Swing Line Loan, as the case may be.  A certificate of the Swing Line Lender submitted to any Revolving Lender (through the
Administrative Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error.


(iv)Each Revolving Lender's obligation to make Committed Loans or to purchase and fund risk
participations in Swing Line Loans pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected
by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against
the Swing Line Lender, the Borrowers or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default,
or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided, however, that each Revolving
Lender's obligation to make Committed Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in
Section 4.02.  No such funding of risk participations shall relieve or otherwise impair the obligation of the Borrowers to repay
Swing Line Loans, together with interest as provided herein.




(d)Repayment of Participations.


(i)At any time after any Revolving Lender has purchased and funded a risk participation in a Swing Line
Loan, if the Swing Line Lender receives any payment on account of such Swing Line Loan, the Swing Line Lender will distribute to such
Revolving Lender its Applicable Percentage of such payment (appropriately adjusted, in the case of interest payments, to reflect the
period of time during which such Revolving Lender's risk participation was funded) in the same funds as those received by the Swing
Line Lender.


(ii)If any payment received by the Swing Line Lender in respect of principal or interest on any Swing Line
Loan is required to be returned by the Swing Line Lender under any of the circumstances described in Section 10.05 (including
pursuant to any settlement entered into by the Swing Line Lender in its discretion), each Revolving Lender shall pay to the Swing Line
Lender its Applicable Percentage thereof on demand of the Administrative Agent, plus interest thereon from the date of such demand to
the date such amount is returned, at a rate per annum equal to the Federal Funds Rate.  The Administrative Agent will make such
demand upon the request of the Swing Line Lender.  The obligations of the Revolving Lenders under this clause shall survive the
payment in full of the Obligations and the termination of this Agreement.




(e)Interest for Account of Swing Line Lender.  The Swing Line Lender shall be responsible for
invoicing the Borrowers for interest on the Swing Line Loans.  Until each Revolving Lender funds its Base Rate Loan or risk
participation pursuant to this Section 2.04 to refinance such Revolving Lender's Applicable Percentage of any Swing Line Loan,
interest in respect of such Applicable Percentage shall be solely for the account of the Swing Line Lender.


(f)Payments Directly to Swing Line Lender.  The Borrowers shall make all payments of principal
and interest in respect of the Swing Line Loans directly to the Swing Line Lender.




2.05Prepayments.


(a)The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time
voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by
the Administrative Agent not later than 12:00 Noon (A) three Business Days prior to any date of prepayment of Eurodollar Rate
Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal
amount of $2,000,000 or a whole multiple of $500,000 in excess thereof, and (iii) any prepayment of Base Rate Loans shall be in a
principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount
thereof then outstanding.  Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans
to be prepaid.  The Administrative Agent will promptly notify each Lender of its receipt of each such notice and the contents thereof and
of the amount of such Lender's Applicable Percentage of such prepayment.  If such notice is given by the Borrowers, the Borrowers
shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.
Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any
additional amounts required pursuant to Section 3.05.  Each such prepayment shall be applied to the Committed Loans of
the Lenders in accordance with their respective Applicable Percentages.


(b)The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at
any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such
notice must be received by the Swing Line Lender and the Administrative Agent not later than 9:00 a.m. on the date of the
prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000.  Each such notice shall specify the date
and amount of such prepayment.  If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the
payment amount specified in such notice shall be due and payable on the date specified therein.


(c)If for any reason the Total Revolving Outstandings at any time exceed the lesser of the Aggregate
Revolving Commitments and the Borrowing Base then in effect, the Borrowers shall immediately prepay the Revolving Loans
and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers
shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full
of the Revolving Loans the Total Revolving Outstandings exceed the lesser of the Aggregate Revolving Commitments and the
Borrowing Base then in effect.  Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their
respective Applicable Percentages.


 (d)If the Borrowers have prepaid all Revolving Loans and Cash Collateralized all Letters of Credit pursuant
to Section 2.05(c) above and the Term Loan Amount exceeds the Gross Borrowing Base then in effect, the Borrowers shall immediately
prepay the Term Loans in an aggregate amount equal to such excess (to be applied pro rata among all Term Loans outstanding).





2.06Termination or Reduction of Aggregate Revolving
Commitments.


The Borrowers may, upon notice to the Administrative Agent, terminate the Aggregate Revolving Commitments,
or from time to time permanently reduce the Aggregate Revolving Commitments; provided that the Aggregate Revolving
Commitments may not be reduced below $150,000,000 (except in connection with a termination of the Aggregate Revolving
Commitments and payment in full of the Obligations thereunder); and, provided further (i) any such notice shall be received by
the Administrative Agent not later than 11:00 a.m. three Business Days prior to the date of termination or reduction, (ii) any such
partial reduction shall be in an aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess thereof, (iii) the
Borrowers shall not terminate or reduce the Aggregate Revolving Commitments if, after giving effect thereto and to any concurrent
prepayments hereunder, the Total Revolving Outstandings would exceed the Aggregate Revolving Commitments, and (iv) if, after
giving effect to any reduction of the Aggregate Revolving Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit
exceeds the amount of the Aggregate Revolving Commitments, such Letter of Credit Sublimit or Swing Line Sublimit, as applicable,
shall be automatically reduced by the amount of such excess.  The Administrative Agent will promptly notify the Revolving Lenders of
any such notice of termination or reduction of the Aggregate Revolving Commitments and the contents thereof.  Any reduction of the
Aggregate Revolving Commitments shall be applied to the Revolving Commitment of each Revolving Lender according to its Applicable
Percentage.  All fees accrued pursuant to Section 2.09(a) until the effective date of any termination of the Aggregate Revolving
Commitments shall be paid on the effective date of such termination.


2.07Repayment of Loans.



(a)The Borrowers shall repay on the Revolving Commitment Termination Date the aggregate principal
amount of Revolving Loans outstanding on such date, together with all interest and accrued fees related thereto.


(b)The Borrowers shall repay to the Swing Line Lender each Swing Line Loan on the earlier to occur of (i)
the date three Business Days after such Swing Loan is made and (ii) the Revolving Commitment Termination Date.


(c)The Borrowers shall repay on the Term Loan Maturity Date the aggregate principal amount of the Term
Loans outstanding on such date, together with all interest and accrued fees related thereto.




2.08Interest.


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


(b)


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




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


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


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




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




2.09Fees.  In addition to certain fees described in
subsections (i) and (j) of Section 2.03:


(a)Unused Fee.  The Borrower shall pay to the Administrative Agent, for the account of each
Revolving Lender in accordance with its Applicable Percentage, an unused fee equal to the Applicable Rate times the actual daily
amount by which the Aggregate Revolving Commitments exceed the sum of (i) the Outstanding Amount of Revolving Loans plus (ii) the
Outstanding Amount of L/C Obligations.  The unused fee shall accrue at all times during the Availability Period, including at any time
during which one or more of the conditions in Section 4.02 is not met, and shall be due and payable quarterly in arrears on the last
Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing
Date, and on the Revolving Commitment Termination Date.  The unused fee shall be calculated quarterly in arrears, and if there is any
change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate
separately for each period during such quarter that such Applicable Rate was in effect.


(b)Facility Fee.  The Borrower shall pay to the Administrative Agent, for the account of each
Revolving Lender in accordance with its Applicable Percentage, a facility fee equal to the Applicable Rate times the actual daily amount
of the Aggregate Revolving Commitments (or, if the Aggregate Revolving Commitments have terminated, on the Total Revolving
Outstandings, regardless of usage.  The facility fee shall accrue at all times during the Availability Period (and thereafter so long as any
Revolving Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the
conditions in Section 4.02 is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June,
September and December, commencing with the first such date to occur after the Closing Date, and on the Revolving
Commitment Termination Date (and, if applicable, thereafter on demand).  The facility fee shall be calculated quarterly in arrears, and if
there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the
Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.


(c)Other Fees.


(i)The Borrowers shall pay to BAS and the Administrative Agent for their own respective accounts fees in
the amounts and at the times specified in the Fee Letter.  Such fees shall be fully earned when paid and shall not be refundable for any
reason whatsoever.


(ii)The Borrowers shall pay to the Lenders such fees as shall have been separately agreed upon in writing
in the amounts and at the times so specified.  Such fees shall be fully earned when paid and shall not be refundable for any reason
whatsoever.






2.10Computation of Interest and Fees.


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


2.11Evidence of Debt.


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


(b)In addition to the accounts and records referred to in subsection (a), each Lender and the
Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by
such Lender of participations in Letters of Credit and Swing Line Loans.  In the event of any conflict between the accounts and records
maintained by the Administrative Agent and the accounts and records of any Lender in respect of such matters, the accounts and
records of the Administrative Agent shall control in the absence of manifest error.




2.12Payments Generally; Administrative Agent's
Clawback.


(a)General.  All payments to be made by the Borrowers shall be made without condition or
deduction for any counterclaim, defense, recoupment or setoff.  Except as otherwise expressly provided herein, all payments by the
Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is
owed, at the Administrative Agent's Office in Dollars and in immediately available funds not later than 11:00 a.m. on the date
specified herein.  The Administrative Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share
as provided herein) of such payment in like funds as received by wire transfer to such Lender's Lending Office.  All payments received
by the Administrative Agent after 11:00 a.m. shall be deemed received on the next succeeding Business Day and any applicable
interest or fee shall continue to accrue.  If any payment to be made by the Borrowers shall come due on a day other than a Business
Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or
fees, as the case may be.


(b)


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


(ii)Payments by Borrowers: Presumptions by Administrative Agent.  Unless the Administrative
Agent shall have received notice from the Borrowers prior to the date on which any payment is due to the Administrative Agent for the
account of the Lenders or the L/C Issuer hereunder that the Borrowers will not make such payment, the Administrative Agent may
assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due.  In such event, if the Borrowers have not
in fact made such payment and without relieving the Borrowers' obligation to make such payment, then each of the Lenders or the L/C
Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to
such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such
amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate
and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.




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


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


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


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




2.13Sharing of Payments by Lenders.  If any Lender
shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of
the Committed Loans made by it, or the participations in L/C Obligations or in Swing Line Loans held by it resulting in such Lender's
receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon
greater than its pro rata share thereof as provided herein, then the Lender receiving such greater proportion shall (a)
notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in
the Committed Loans and subparticipations in L/C Obligations and Swing Line Loans of the other Lenders, or make such other
adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with
the aggregate amount of principal of and accrued interest on their respective Committed Loans and other amounts owing them,
provided that:


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


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




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


2.14Extension of Revolving Commitment Termination Date and/or
Term Loan Maturity Date.


(a)Requests for Extension of Revolving Commitment Termination Date.  The Borrowers may,
on a one-time basis, by notice to the Administrative Agent (who shall promptly notify the Revolving Lenders) not earlier than 90 days
prior to, and not later than 30 days prior to, the Revolving Commitment Termination Date then in effect hereunder (the "Existing
Revolving Commitment Termination Date"), cause each Revolving Lender to extend such Revolving Lender's Existing Revolving
Commitment Termination Date for an additional one (1) year from the Existing Revolving Commitment Termination Date and
each Revolving Lender shall extend such Revolving Lender's Revolving Commitment Termination Date for an additional one (1)
year from the Existing Revolving Commitment Termination Date in accordance with this Section 2.14(a).


(b)Requests for Extension of Term Loan Maturity Date.  The Borrowers may on a one-time basis,
by notice to the Administrative Agent (who shall promptly notify the Term Lenders) not earlier than 90 days prior to, and not later than
30 days prior to, the Term Loan Maturity Date then in effect hereunder (the "Existing Term Loan Maturity Date"), cause each
Term Lender to extend such Term Lender's Existing Term Loan Maturity Date for an additional one (1) year from the Existing
Term Loan Maturity Date and each Term Lender shall extend such Term Lender's Term Loan Maturity Date for an additional
one (1) year from the Existing Term Loan Maturity Date in accordance with this Section 2.14(b).


(c)Conditions to Effectiveness of Extensions.  Notwithstanding the foregoing, the extension of the
Revolving Commitment Termination Date or the Term Loan Maturity Date pursuant to this Section shall not be effective with
respect to the Revolving Lenders or the Term Lenders, as applicable, unless:


(i)no Default or Event of Default shall have occurred and be continuing on the date of such extension and
after giving effect thereto;


(ii)the representations and warranties contained in this Agreement are true and correct in all material
respects, on and as of the date of such extension and after giving effect thereto, as though made on and as of such date (or, if any such
representation or warranty is expressly stated to have been made as of a specific date, only as of such specific date);


(iii)in the case of an extension of the Revolving Commitment Termination Date, the Borrowers pay the
Revolving Lenders, based on their Applicable Percentage,  an extension fee on the Existing Revolving Commitment Termination Date
in an amount equal to the product of (i) 0.15%, multiplied by (ii) the Aggregate Revolving Commitments then in effect at the time
of the extension;


(iv)in the case of an extension of the Term Loan Maturity Date, the Borrowers pay the Term Lenders,
based on their Applicable Percentage, an extension fee on the Existing Term Loan Maturity Date in an amount equal to the product of
(i) 0.15%, multiplied by (ii) the Term Loan Amount at the time of the extension; and


(v)the Capitalization Rate shall be increased on the date of such extension of the Revolving Commitment
Termination Date or the Term Loan Maturity Date, as applicable, if requested by the Required Lenders; provided that (A) the
Capitalization Rate may not be increased more than .25% greater than the Capitalization Rate then in effect and in no event shall the
Capitalization Rate exceed 8.50% and (B) the Capitalization Rate may not be increased on more than one occasion.




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





2.15Increase in Commitments.


(a)Aggregate Revolving Commitments.  The Borrowers shall have the right from
time to time, prior to the Revolving Commitment Termination Date and with the consent of the Administrative Agent and the L/C Issuer
(such consent not to be unreasonably withheld), and subject to the terms and conditions set forth below, to increase the amount of the
Aggregate Revolving Commitments; provided that (i) no Default or Event of Default shall exist at the time of the request of the proposed
increase in the Aggregate Revolving Commitments or after giving effect thereto; (ii) the representations and warranties contained in
Article V and the other Loan Documents are true and correct in all material respects, on and as of the date of the increase in the
Aggregate Revolving Commitments, except to the extent that such representations and warranties specifically refer to an earlier date, in
which case, they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section
2.15(a), the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to
refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (iii) such
increase must be in a minimum amount of $25,000,000 and in integral multiples of $1,000,000 above such amount, (iv) the Aggregate
Revolving Commitments shall not be increased by an amount, in the aggregate, that is greater than $350,000,000 less the aggregate
amount of any additional term tranches added pursuant to clause (b) below, (v) no individual Lender's Revolving Commitment may be
increased without such Lender's written consent, (vi) Schedule 2.01A shall be amended to reflect the revised amount of the
Aggregate Revolving Commitments and revised Revolving Commitments of the Lenders and (vii) if any Revolving Loans are
outstanding at the time of an increase in the Aggregate Revolving Commitments, the Borrowers will prepay (provided that any such
prepayment shall be subject to Section 3.05) one or more existing Revolving Loans (or in the case of the addition of any new Lender as
set forth in the paragraph below, prepay and reborrow the outstanding Revolving Loans) in an amount necessary such that after giving
effect to the increase in the Aggregate Revolving Commitments, each Lender will hold its Applicable Percentage (based on its
Revolving Commitment of the revised Aggregate Revolving Commitments) of outstanding Revolving Loans.


Any such increase in the Aggregate Revolving Commitments shall apply, at the option of the Borrowers, to (x)
the Revolving Commitment of one or more existing Lenders; provided that any Lender whose Revolving Commitment is being
increased must consent in writing thereto and/or (y) the creation of a new Revolving Commitment to one or more institutions that is not
an existing Lender; provided that any such institution (A) must conform to the definition of Eligible Assignee and (B) must
become a Revolving Lender under this Agreement by execution and delivery of an appropriate joinder agreement or of counterparts to
this Agreement in a manner reasonably acceptable to the Borrowers and the Administrative Agent.


(b)New Term Tranches.  The Borrowers shall have the right from time to time, prior to the Term
Loan Maturity Date, and subject to the conditions set forth below, to request new tranches of term loans; provided that (i) no Default or
Event of Default shall exist at the time of such new term tranche or after giving effect thereto, (ii) the representations and warranties
contained in Article V and the other Loan Documents are true and correct in all material respects, on and as of the date of the
funding of the new term tranche, except to the extent that such representations and warranties specifically refer to an earlier date, in
which case, they are true and correct in all material respects as of such earlier date, and except that for purposes of this Section
2.15(b), the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to
refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01, (iii) no Lender
shall be required to participate in any such term tranche without its written consent, (iv) the aggregate amount of such term tranches
shall not exceed $350,000,000 less any increases in the Aggregate Revolving Commitments pursuant to clause (a) above, (v) the
maturity date for such new term tranche shall be the Term Loan Maturity Date, (vi) the Borrowers and the Lenders providing such term
tranche shall enter into an amendment to this agreement as is necessary to evidence this new term tranche and all issues related
thereto, including but not limited to, pricing of such new term tranche, and all Lenders not providing such term tranche hereby consent
to such limited scope amendment without future consent rights, and (vii) Schedule 2.01A shall be amended to reflect the
addition of any term tranche and the commitments related thereto.


Any new term tranche may be provided by one or more existing Lenders (at the sole discretion of any such
existing Lender) or by one or more institutions that is not an existing Lender; provided that any such institution (A) must conform to the
definition of Eligible Assignee and (B) must become a Lender under this agreement by execution of a Lender Joinder agreement
substantially in the form of Exhibit G or of counterparts to this agreement in a manner reasonably acceptable to the
Administrative Agent.


(c)Conflicting Provisions.  This Section 2.15 shall supersede any provisions in
Sections 2.13 or 10.01 to the contrary.




2.16Unencumbered Asset Pool.


 (a)The Lenders agree that the Borrowers may add a Real Property to the Unencumbered Asset Pool
subject to satisfaction of all of the following conditions:


(i)the Borrowers shall deliver to the Administrative Agent (which shall promptly be delivered to the
Revolving Lenders) the following:


(A)a complete description of the proposed Qualified Asset Pool Property;


(B)for any Revenue-Producing Property only, the prior twelve (12) months' operating income
statements related to such Qualified Asset Pool Property (to the extent available); 


(C)a certification of a Responsible Officer of the Borrowers that Parent has obtained a current written report
prepared by a qualified independent expert with respect to Hazardous Materials related thereto which discloses that such property
would not be in violation of the representations and covenants of this Agreement; 


(D)for any Qualified Encumbered Asset Property, the amount of debt associated with such Qualified
Encumbered Asset Property;


(E)for any Qualified Development Asset, the cost of such Qualified Development Asset;


(F)for any Qualified Land, the Appraised Value or the cost of such Qualified Land;


(G)an updated Schedule 3 to the Compliance Certificate giving effect to such addition; and


(H)such other written materials with respect to such Real Property reasonably requested by any
Lender.




 (ii)such Real Property must satisfy the requirements to be a Qualified Asset Pool Property.


(iii)after giving effect to such addition, the Borrowers shall be in compliance with Section 2.05(c).


(iv)If the Borrowers want to add a Property to the classification of Unencumbered Asset Pool Properties
and such Property is not currently owned by a Borrower then (subject to clause (c) of the definition of "Gross Borrowing Base"), prior to
such Property being added, the Subsidiary owning such new Property shall (A) execute a Joinder Agreement in the form of
Exhibit F and (B) deliver such other documentation as the Administrative Agent may reasonably request in
connection therewith, including, without limitation, certified resolutions and other organizational and customary authorizing documents
of such Person, all in form, content and scope reasonably satisfactory to the Administrative Agent.   




(b)The Lenders agree that the Borrowers may withdraw a Qualified Asset Pool Property from the
Unencumbered Asset Pool subject to satisfaction of all of the following conditions:


(i)The Borrowers must provide an updated Schedule 3 to the Compliance Certificate giving effect to such
withdrawal; and


(ii)after giving effect to such withdrawal, the Borrowers shall be in compliance with Section 2.05(c).





ARTICLE III



TAXES, YIELD PROTECTION AND ILLEGALITY


3.01Taxes.


(a)Payments Free of Taxes.  Any and all payments by or on account of any obligation of the
Borrowers hereunder or under any other Loan Document shall be made free and clear of and without reduction or withholding for any
Indemnified Taxes or Other Taxes, provided that if the Borrowers shall be required by applicable law to deduct any Indemnified Taxes
from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section) the Administrative Agent, each Lender or the L/C Issuer, as the
case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrowers shall
make such deductions and (iii) the Borrowers shall timely pay the full amount deducted to the relevant Governmental Authority in
accordance with applicable law.


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


(c)Indemnification by the Borrowers.  The Borrowers shall indemnify the Administrative Agent,
each Lender and the L/C Issuer, within 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes
(including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the
Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted
by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the Borrowers by a
Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a
Lender or the L/C Issuer shall be conclusive absent manifest error.


(d)Evidence of Payments.  As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by the Borrowers to a Governmental Authority, the Borrowers shall deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such
payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.


(e)Status of Lenders.  Any Administrative Agent, L/C Issuer or Lender that is entitled to an
exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrowers are resident for tax purposes, or
any treaty to which such jurisdiction is a party, with respect to payments hereunder or under any other Loan Document shall deliver to
the Borrowers (with a copy to the Administrative Agent), at the time or times prescribed by applicable law and reasonably requested by
the Borrowers or the Administrative Agent, such properly completed and executed documentation prescribed by applicable law as will
permit such payments to be made without withholding or at a reduced rate of withholding.  In addition, any Administrative Agent, L/C
Issuer or Lender, if requested by the Borrowers or the Administrative Agent, shall deliver such other documentation prescribed by
applicable law and reasonably requested by the Borrowers or the Administrative Agent as will enable the Borrowers or the
Administrative Agent to determine whether or not such Administrative Agent, L/C Issuer or Lender is subject to backup withholding or
information reporting requirements.


Without limiting the generality of the foregoing any Administrative Agent, L/C Issuer or Lender shall deliver to
the Borrowers and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on
which such Person becomes a party to this Agreement (and from time to time thereafter upon the request of the Borrowers or the
Administrative Agent, but only if such Person is legally entitled to do so), whichever of the following is applicable:


(i)duly completed copies of IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty
to which the United States is a party,


(ii)duly completed copies of IRS Form W-8ECI,


(iii)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under
Section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a "bank" within the meaning of
Section 881(c)(3)(A) of the Code, (B) a "10 percent shareholder" of any Borrower within the meaning of Section 881
(c)(3)(B) of the Code, or (C) a "controlled foreign corporation" described in Section 881(c)(3)(C) of the Code and (y) duly
completed copies of IRS Form W-8BEN,


(iv)in the case of any Administrative Agent, Lender or L/C Issuer that is a "United States person" within the
meaning of Section 7701(a)(30) of the Code, duly completed copies of IRS W-9, establishing a complete exemption from backup
withholding taxes; provided, however, that such a Person that the Borrowers are entitled to treat as an "exempt
recipient" (without regard to whether any Borrower has requested any certificates or forms in this respect) shall not be required to
provide such form, and/or


(v)any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in
United States Federal withholding tax duly completed together with such supplementary documentation as may be prescribed by
applicable law to permit the Borrowers to determine the withholding or deduction required to be made.




(f)Treatment of Certain Refunds.  If the Administrative Agent, any Lender or the L/C Issuer
determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the
Borrowers or with respect to which the Borrowers have paid additional amounts pursuant to this Section, it shall pay to the Borrowers
an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrowers
under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the
Administrative Agent, such Lender or the L/C Issuer, as the case may be, and without interest (other than any interest paid by the
relevant Governmental Authority with respect to such refund), provided that the Borrowers, upon the request of the Administrative
Agent, such Lender or the L/C Issuer, agree to repay the amount paid over to the Borrowers (plus any penalties, interest or other
charges imposed by the relevant Governmental Authority) to the Administrative Agent, such Lender or the L/C Issuer in the event the
Administrative Agent, such Lender or the L/C Issuer is required to repay such refund to such Governmental Authority.  This subsection
shall not be construed to require the Administrative Agent, any Lender or the L/C Issuer to make available its tax returns (or any other
information relating to its taxes that it deems confidential) to the Borrowers or any other Person.





3.02Illegality.


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


3.03Inability to Determine Rates.


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


3.04Increased Costs; Reserves on Eurodollar Rate Loans.


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


(i)impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or
similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except
any reserve requirement contemplated by Section 3.04(e)) or the L/C Issuer; or


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


(iii)impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or
expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein (other
than with respect to Taxes, which shall be governed solely by Section 3.01);




and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any
Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer
of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of
Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether of principal,
interest or any other amount) then, upon request of such Lender or the L/C Issuer, the Borrowers will pay to such Lender or the L/C
Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be,
for such additional costs incurred or reduction suffered.


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


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


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


(e)Reserves on Eurodollar Rate Loans.  The Borrowers shall pay to each Lender, as long as such
Lender shall be required to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or
deposits (currently known as "Eurocurrency liabilities"), additional interest on the unpaid principal amount of each Eurodollar Rate Loan
equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which
determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan; provided,
the Borrowers shall have received at least 10 days' prior notice (with a copy to the Administrative Agent) of such additional interest from
such Lender.  If a Lender fails to give notice 10 days prior to the relevant Interest Payment Date, such additional interest shall be due
and payable 10 days from receipt of such notice.




3.05Compensation for Losses.


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


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


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


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




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


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




3.06Mitigation Obligations; Replacement of Lenders.


(a)Designation of a Different Lending Office.  If any Lender requests compensation under
Section 3.04, or the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the
account of any Lender pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender
shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and
obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or assignment
(i) would eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate
the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender.  The Borrowers hereby agree to pay all
reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.


(b)Replacement of Lenders.  If any Lender requests compensation under Section 3.04, or if
material amounts are paid to such Lender under Section 3.05, or if the Borrowers are required to pay any additional amount to
any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, the Borrowers may replace
such Lender in accordance with Section 10.13.




3.07Survival.


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



ARTICLE IV



CONDITIONS PRECEDENT TO THE AMENDMENT AND RESTATEMENT OF THE

EXISTING CREDIT AGREEMENT AND FURTHER CREDIT EXTENSIONS


4.01Conditions of Effectiveness of this Agreement.


The effectiveness of this Agreement and the obligation of the L/C Issuer and each Lender to make its initial
Credit Extension hereunder is subject to satisfaction of the following conditions precedent:


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


(i)executed counterparts of this Agreement;


(ii)a Revolving Note executed by the Borrowers in favor of each Revolving Lender requesting a Revolving
Note and a Term Note executed by the Borrowers in favor of each Term Lender requesting a Term Note;


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


(iv)such documents and certifications as the Administrative Agent may reasonably require to evidence that
each Borrower is duly organized or formed (including, without limitation, articles or certificates of incorporation or other charter
documents and bylaws or other governance documents of each Borrower), and that each Borrower is validly existing and in good
standing in its jurisdiction of organization and the tax identification number for each Borrower;


(v)favorable opinions of each counsel to the Borrowers, addressed to the Administrative Agent and each
Lender, as to the matters concerning the Borrowers and the Loan Documents as the Required Lenders may reasonably request;


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


(vii)a certificate signed by a Responsible Officer of the Borrowers certifying (A) that the conditions specified
in Sections 4.02(a) and (b) have been satisfied and (B) that there has been no event or circumstance since the date of the
Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material
Adverse Effect;


(viii)a duly completed Schedule 5.18 to this Agreement and Schedule 3 to the
Compliance Certificate signed by a Responsible Officer of the Borrowers and such other information regarding the Initial Pool
Properties as reasonably requested by the Administrative Agent;


(ix)evidence that all amounts outstanding under the Existing Credit Agreement have been, or concurrently
with the Closing Date, are being repaid in full; and


(x)such other assurances, certificates, documents, consents or opinions as the Administrative Agent, the
L/C Issuer, the Swing Line Lender or the Required Lenders reasonably may require.




(b)Any fees required to be paid on or before the Closing Date shall have been, or concurrently with the
Closing Date are being, paid.


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




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


4.02Conditions to all Credit Extensions.


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


(a)The representations and warranties of the Borrowers contained in Article V or any other Loan
Document, or which are contained in any document furnished at any time under or in connection herewith or therewith (including a
representation regarding compliance with the Borrowing Base after giving effect to such Credit Extension), shall be true and correct on
and as of the date of such Credit Extension in all material respects, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and
except that for purposes of this Section 4.02, the representations and warranties contained in subsections (a) and (b) of
Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (d),
respectively, of Section 6.01.


(b)No Default or Event of Default shall exist, or would result from such proposed Credit Extension or from
the application of the proceeds thereof.


(c)The Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall have received
a Request for Credit Extension in accordance with the requirements hereof.


(d)The Administrative Agent shall have received, in form and substance reasonably satisfactory to the
Administrative Agent, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent
or Required Revolving Lenders reasonably may require.




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



ARTICLE V



REPRESENTATIONS AND WARRANTIES


Each Borrower represents and warrants to the Administrative Agent and the Lenders that:


5.01Existence, Qualification and Power; Compliance with Laws.


Each Borrower (a) is duly organized or formed, validly existing and in good
standing under the Laws of the jurisdiction of its incorporation or organization except to the extent permitted by Sections 7.03, or
10.20, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i)
own its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a
party, (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or
operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws;
except in each case referred to in clause (b)(i), (c) or (d), to the extent that failure to do so could not reasonably be expected to
have a Material Adverse Effect.


5.02Authorization; No Contravention.


The execution, delivery and performance by each Borrower of each Loan Document to which such Person
is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the
terms of any of such Person's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of
any Lien under, or require any payment to be made under (i) any material Contractual Obligation to which such Person is a party or
affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any
Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Law.


5.03Governmental Authorization; Other Consents.


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




5.04Binding Effect.




This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly
executed and delivered by each Borrower party thereto.  This Agreement constitutes, and each other Loan Document when so
delivered will constitute, a legal, valid and binding obligation of each Borrower party thereto, enforceable against each such Borrower in
accordance with its terms.




5.05Financial Statements; No Material Adverse Effect.


(a)The Audited Financial Statements fairly present in all material respects the financial condition of the
Parent and its Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with
GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein.


(b)The unaudited consolidated balance sheet of the Borrowers and their Subsidiaries dated June 30, 2006,
and the related consolidated statements of income or operations and cash flows for the fiscal quarter ended on that date (fairly present
in all material respects the financial condition of the Borrowers and their Subsidiaries as of the date thereof and their results of
operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except
as otherwise expressly noted therein, subject to the absence of footnotes and to normal year-end audit adjustments.


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


(d)The consolidated financial projections of the Parent delivered pursuant to Section 6.02(a) were
prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at
the time of delivery of such forecasts (it being understood that such financial projections are subject to uncertainties and contingencies,
which may be beyond the control of the Borrowers and their Subsidiaries and that no assurance is given by the Borrowers that such
projections will be realized).




5.06Litigation.


There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrowers,
threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Borrower or any of
their Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan
Document, or any of the transactions contemplated hereby, or (b) either individually or in the aggregate could reasonably be expected
to have a Material Adverse Effect.


5.07No Default.


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


5.08Ownership of Property; Liens.


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


5.09Environmental Compliance.


The Borrowers and their Subsidiaries have conducted in the ordinary course of business a review of the
effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on
their respective businesses, operations and properties, and as a result thereof the Borrowers have reasonably concluded that such
Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect.


5.10Insurance.


The properties of each Borrower and its Subsidiaries are insured with financially sound and reputable
insurance companies not Affiliates of the Borrowers, in such amounts and with such deductibles and covering such risks as are
customarily carried by companies engaged in similar businesses and owning similar properties in localities where such Borrower or the
applicable Subsidiary operates.


5.11Taxes.


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


5.12ERISA Compliance.


(a)Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the
Code and other Federal or state Laws.  Each Plan that is intended to qualify under Section 401(a) of the Code has received a
favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect
thereto and, to the best knowledge of the Borrowers, nothing has occurred which would prevent, or cause the loss of, such qualification.
The Borrowers and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the Code,
and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been
made with respect to any Plan.


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


(c)(i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any
Unfunded Pension Liability that could reasonably be expected to have a Material Adverse Effect; (iii) neither the Borrowers nor any
ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan
(other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither the Borrowers nor any ERISA Affiliate
has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under
Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a
Multiemployer Plan that could reasonably be expected to have a Material Adverse Effect; and (v) neither the Borrowers nor any ERISA
Affiliate has engaged in a transaction that could be subject to Sections 4069 or 42 12(c) of ERISA.




5.13Subsidiaries; Equity Interests.


All of the outstanding Equity Interests in the Parent's Subsidiaries have been validly issued, are fully paid and
nonassessable and are owned by the Parent or another Borrower, directly or indirectly, free and clear of all Liens except as permitted
under this Agreement. 


5.14Margin Regulations; Investment Company Act; REIT and Tax
Status; Stock Exchange Listing.


(a)No Borrower is engaged or will engage, principally or as one of its important activities, in the
business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for
the purpose of purchasing or carrying margin stock.  Following the application of the proceeds of each Borrowing or drawing under
each Letter of Credit, not more than 25% of the value of the assets subject to the provisions of Section 7.01 or subject to any
restriction contained in any agreement or instrument between the Borrowers, and any Lender or any Affiliate of any Lender relating to
Indebtedness and within the scope of Section 8.01(e) will be margin stock.


(b)None of the Borrowers, any Person Controlling the Borrowers, or any Subsidiary is or is required to be
registered as an "investment company" under the Investment Company Act of 1940.


(c)Except as disclosed to Administrative Agent, as of the Closing Date, none of Borrowers nor any Wholly-
Owned Subsidiary is a "foreign person" within the meaning of Section 1445(f)(3) of the Code.


(d)The Parent currently has REIT Status and has maintained REIT Status on a continuous basis since its
formation.  The shares of common stock of the Parent are listed on the NYSE, American Stock Exchange or NASDAQ Stock
Exchange.




5.15Disclosure.


Each Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and
corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect.  No report, financial statement, certificate or other
information furnished by or on behalf of any Borrower to the Administrative Agent or any Lender in connection with the transactions
contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case,
taken as a whole and as modified or supplemented by other information so furnished) contains any material misstatement of fact or
omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were
made, not materially misleading; provided that, with respect to projected financial information, the Borrowers represent only
that such information was prepared in good faith based upon assumptions believed to be reasonable at the time made (it being
understood that such financial projections are subject to uncertainties and contingencies, which may be beyond the control of the
Borrowers and their Subsidiaries and that no assurance is given by the Borrowers that such projections will be realized).


5.16Compliance with Laws.


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


5.17Intellectual Property; Licenses, Etc.


Each Borrower and each of its Subsidiaries own, or possess the right to use, all of the trademarks, service
marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, "IP
Rights") that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other
Person except to the extent that failure to so own or possess such IP Rights could not reasonably be expected to have a Material
Adverse Effect.  No claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Borrowers, threatened,
which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.


5.18Initial Pool Properties.


The Initial Pool Properties described on Schedule 5.18 are, as of the Closing Date, Qualified
Asset Pool Properties and comprise the initial Unencumbered Asset Pool.


5.19Property.


All of the Borrowers' and their respective Subsidiaries' Properties are in good repair and condition, subject
to ordinary wear and tear, other than with respect to deferred maintenance existing as of the date of acquisition of such Property and
except for such defects relating to properties, other than Real Properties in the Unencumbered Asset Pool, which would not have a
Material Adverse Effect.  The Borrowers further have completed or caused to be completed an appropriate investigation of the
environmental condition of each such Property as of (a) the date of the Borrowers' or such Subsidiaries' purchase thereof or (b) the
date upon which such Property was last security for Indebtedness of such Borrower or such Subsidiary if such financing was not closed
on or about the date of the acquisition of such property, including preparation of a "Phase I" report and, if appropriate, a "Phase II"
report, in each case prepared by a recognized environmental consultant in accordance with customary standards which discloses that
such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation, as to Real
Properties in the Unencumbered Asset Pool, has been disclosed in writing to the Administrative Agent and satisfactory remediation
actions are being taken.  There are no unpaid or outstanding real estate or other taxes or assessments on or against any Property of
any Borrower or any of their respective Subsidiaries which are payable by such Person (except only real estate or other taxes or
assessments, that are not yet due and payable).  There are no pending eminent domain proceedings against any Property included
within the Unencumbered Asset Pool, and, to the knowledge of the Borrowers, no such proceedings are presently threatened or
contemplated by any taking authority which may individually or in the aggregate have a Material Adverse Effect.  None of the Property
of Borrowers or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other
casualty in any manner which individually or in the aggregate would have a Material Adverse Effect.  


5.20Brokers.


None of the Borrowers or any of their respective Subsidiaries has engaged or otherwise dealt with any
broker, finder or similar entity in connection with this Agreement or the Loans contemplated hereunder.


5.21Other Debt.


None of the Borrowers or any of their respective Subsidiaries is in default (after expiration of all applicable
grace and cure periods) in the payment of any other Indebtedness or under any mortgage, deed of trust, security agreement, financing
agreement or indenture involving Indebtedness of $50,000,000 or more or under any other material agreement or lease to which any of
them is a party.  None of the Borrowers is a party to or bound by any agreement, instrument or indenture that may require the
subordination in right or time of payment of any of the Obligations to any other indebtedness or obligation of such Borrower.  


5.22Solvency.


As of the Closing Date and after giving effect to the transactions contemplated by this Agreement and the
other Loan Documents, including all of the Loans made or to be made hereunder and Letters of Credit issued or to be issued hereunder
(including but not limited to, the date any such Loan is made or Letter of Credit is issued), the Borrowers and their Subsidiaries (on a
consolidated basis) are solvent on a balance sheet basis such that the sum of the Borrowers' and their Subsidiaries' assets exceeds
the sum of the Borrowers' and their Subsidiaries' liabilities, the Borrowers and their Subsidiaries are able to pay their debts as they
become due, and the Borrowers and their Subsidiaries have sufficient capital to carry on their business.



ARTICLE VI



AFFIRMATIVE COVENANTS


So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder
(other than contingent indemnity obligations) shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (unless
a replacement letter of credit or cash collateral reasonably satisfactory to the L/C Issuer has been provided to the L/C Issuer), the
Borrowers shall, and shall (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) cause each Subsidiary
to:


6.01Financial Statements.


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


(a)As soon as practicable, and in any event within 90 days after the end of each fiscal year, the
consolidated balance sheet of Parent and its Subsidiaries as at the end of such fiscal year and the consolidated statements of
operations, stockholders' equity and cash flows, in each case of Parent and its Subsidiaries for such fiscal year, all in reasonable detail.
Such financial statements shall be prepared in accordance with GAAP, consistently applied, audited and shall be accompanied
by a report of Ernst & Young LLP or other independent public accountants of recognized standing selected by Parent and
reasonably satisfactory to the Required Lenders (any "Big 4" accounting firm shall be deemed satisfactory to the Required Lenders),
which report and opinion shall be prepared in accordance with generally accepted auditing standards as at such date, and
shall not be subject to any "going concern" or like qualifications or exception or any qualification or exception as to the scope of the
audit;


(b)As soon as practicable, and in any event within 60 days after the end of each fiscal quarter (other than
the fourth fiscal quarter in any fiscal year), the consolidated balance sheet of Parent and its Subsidiaries as at the end of such fiscal
quarter and the consolidated statements of operations and cash flows for such fiscal quarter, and the portion of the fiscal year ended
with such fiscal quarter, all in reasonable detail.  Such financial statements shall be certified by a Responsible Officer of Parent as fairly
presenting in all material respects the financial condition, results of operations and cash flows of Parent and its Subsidiaries in
accordance with GAAP (other than footnote disclosures), consistently applied, as at such date and for such periods, subject only to
normal year-end accruals and audit adjustments; and


(c)As soon as practicable, and in any event (i) within 60 days after the end of each of the first three fiscal
quarters in any fiscal year and (ii) within 90 days after the end of the fourth fiscal quarter, statements of operating income for such fiscal
quarter for each of the Revenue-Producing Properties in the Unencumbered Asset Pool, each in reasonable detail.  




6.02Certificates; Other Information.


Deliver to the Administrative Agent (and the Administrative Agent shall deliver to each Lender requesting
same), in form and detail reasonably satisfactory to the Administrative Agent:


(a)Concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly
completed Compliance Certificate signed by a Responsible Officer;


(b)As soon as practicable, and in any event no later than 90 days after the commencement of each fiscal
year, a budget and projection by fiscal quarter for that fiscal year and by fiscal year for the next two succeeding fiscal years, including
for the first such fiscal year, projected consolidated balance sheets, statements of operations and statements of cash flow and, for the
second and third such fiscal years, projected consolidated balance sheets and statements of operations and cash flows, of Parent and
its Subsidiaries, all in reasonable detail;


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


(d)Promptly after the same are available, and in any event within five (5) Business Days after filing
with the SEC, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of
Parent, and copies of all publicly available annual, regular, periodic and special reports and registration statements which Parent may
file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act
of 1934, as amended, and not otherwise required to be delivered to the Lenders pursuant to Section 6.01 or other provisions of
this Section 6.02;


(e)Promptly upon a Responsible Officer becoming aware, and in any event within five (5) Business
Days after becoming aware, of the occurrence of any (i) "reportable event" (as such term is defined in Section 4043 of ERISA,
but excluding such events as to which the PBGC has by regulation waived the requirement therein contained that it be notified within
thirty days of the occurrence of such event) or (ii) non-exempt "prohibited transaction" (as such term is defined in Section 406 of
ERISA or Section 4975 of the Code) involving any Pension Plan or any trust created thereunder that could reasonably be
expected to give rise to a material liability, telephonic notice specifying the nature thereof, and, no more than two (2) Business
Days after such telephonic notice, written notice again specifying the nature thereof and specifying what action Borrowers are taking or
propose to take with respect thereto, and, when known, any action taken by the IRS with respect thereto;


(f)As soon as practicable, and in any event within two (2) Business Days after a Responsible Officer
becomes aware of the existence of any condition or event which constitutes a Default or Event of Default, telephonic notice specifying
the nature and period of existence thereof, and, no more than two (2) Business Days after such telephonic notice, written notice
again specifying the nature and period of existence thereof and specifying what action Borrowers are taking or propose to take with
respect thereto;


(g)Promptly upon a Responsible Officer becoming aware that (i) any Person has commenced a legal
proceeding with respect to a claim against Borrowers that is $10,000,000 or more in excess of the amount thereof that is fully covered
by insurance, (ii) any creditor under a credit agreement involving Indebtedness of $10,000,000 or more or any lessor under a lease
involving aggregate rent of $10,000,000 or more has asserted a default thereunder on the part of Borrowers or (iii) any Person has
commenced a legal proceeding with respect to a claim against Borrowers under a contract (that is not a credit agreement or material
lease) in excess of $10,000,000 or which otherwise may reasonably be expected to result in a Material Adverse Effect, a written notice
describing the pertinent facts relating thereto and what action Borrowers are taking or propose to take with respect thereto;


(h)Not later than sixty (60) days after the end of each fiscal quarter of the Borrowers (other than the
fourth fiscal quarter in any fiscal year in which case not later than ninety (90) days), a statement listing the properties of Parent and its
Subsidiaries which are Development Investments and providing a brief summary of the status of such development;


(i)Promptly upon a Responsible Officer becoming aware of a change in the Debt Rating or any other credit
rating given by a Rating Agency to Parent's long-term senior unsecured debt or any announcement that any such rating is "under
review" or that such rating has been placed on a watch list or that any similar action has been taken by a Rating Agency, written notice
of such change, announcement or action; and


(j)Such other data and information as from time to time may be reasonably requested by the Administrative
Agent.




Documents required to be delivered pursuant to this Agreement (to the extent any such documents are included
in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered
on the date (i) on which the Borrowers post such documents, or provide a link thereto on the Borrowers' website on the Internet at the
website address listed on Schedule 10.02 or (ii) on which such documents are posted on the Borrowers' behalf on an
Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party
website or whether sponsored by the Administrative Agent), including the SEC's EDGAR website; provided that the Borrowers
shall deliver paper copies of such documents to the Administrative Agent for any Lender that requests the Borrowers to deliver such
paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender.
Notwithstanding anything contained herein, in every instance the Borrowers shall be required to provide paper copies of the
Compliance Certificates required by Section 6.02(a) to the Administrative Agent.  Except for such Compliance Certificates, the
Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in
any event shall have no responsibility to monitor compliance by the Borrowers with any such request for delivery, and each Lender shall
be solely responsible for requesting delivery to it or maintaining its copies of such documents.


The Borrowers hereby acknowledge that (a) the Administrative Agent and/or the Arrangers will make available
to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrowers hereunder (collectively,
"Borrower Materials") by posting the Borrower Materials on IntraLinks or another similar electronic system (the
"Platform") and (b) certain of the Lenders may be "public-side" Lenders (i.e., Lenders that do not wish to receive material non-
public information with respect to the Borrowers or their securities) (each, a "Public Lender").  The Borrowers hereby agree
that (w) all Borrower Materials (other than SEC Reports) that are to be made available to Public Lenders shall be clearly and
conspicuously marked "PUBLIC" which, at a minimum, shall mean that the word "PUBLIC" shall appear prominently on the first page
thereof, (x) by marking Borrower Materials "PUBLIC," the Borrowers shall be deemed to have authorized the Administrative Agent, the
Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available information or not containing any
material non-public information (although it may be sensitive and proprietary) with respect to the Borrowers or their securities for
purposes of United States Federal and state securities laws; (y) all SEC Reports and all Borrower Materials marked "PUBLIC" are
permitted to be made available through a portion of the Platform designated "Public Investor;" and (z) the Administrative Agent and the
Arrangers shall be entitled to treat any Borrower Materials (other than SEC Reports) that are not marked "PUBLIC" as being suitable
only for posting on a portion of the Platform not designated "Public Investor." The Borrowers shall be in compliance with all
requirements to deliver information under this Agreement if they have made such information available to the Administrative Agent and,
to the extent required, Lenders other than Public Lenders, and the failure of Public Lenders to receive information made available to
other Lenders shall not result in any breach of this Agreement.




6.03Payment of Obligations.


Pay and discharge as the same shall become due and payable, all material tax liabilities, assessments and
governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate
proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrowers or such
Subsidiary prior to the imposition of such Lien, except that Borrowers and their respective Subsidiaries shall not be required to
pay or cause to be paid (a) any tax, assessment, charge, levy or claim that is not yet past due, or is being contested in good faith by
appropriate proceedings so long as the relevant entity has established and maintains adequate reserves for the payment of the same or
(b) any immaterial tax or claim so long as no material Property of Borrowers or their Subsidiaries is at immediate risk of being seized,
levied upon or forfeited.


6.04Preservation of Existence, Etc.


(a)Preserve, renew and maintain in full force and effect the legal existence and good standing of the
Borrowers under the Laws of the jurisdiction of its organization except in a transaction permitted by Sections 7.03 or 10.20; (b)
take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal
conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect;
and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could
reasonably be expected to have a Material Adverse Effect.


6.05Maintenance of Properties.


(a)Maintain, preserve and protect all of its material properties and equipment necessary in the
operation of its business in good working order and condition, ordinary wear and tear excepted and subject to exceptions for
extraordinary or reasonably unforeseeable events; (b) make all necessary repairs thereto and renewals and replacements thereof in a
reasonably timely manner except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and
(c) use the standard of care typical in the industry in the operation and maintenance of its facilities.




6.06Maintenance of Insurance.


Maintain liability, casualty and other insurance (subject to customary deductibles and retentions) with
responsible insurance companies in such amounts and against such risks as is carried by responsible companies engaged in similar
businesses and owning similar assets in the general areas in which Borrowers or such Subsidiaries, as applicable, operate.


6.07Compliance with Laws.


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


6.08Books and Records.


(a)Maintain proper books of record and account, in which entries true and correct in all material
respects are made in conformity with GAAP consistently applied; and (b) maintain such books of record and account in material
conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrowers and their
Subsidiaries, as the case may be.





6.09Inspection Rights.


Permit the Lenders, through the Administrative Agent or any representative designated by the
Administrative Agent, at the Borrowers' expense, to visit and inspect any of the properties of the Borrowers or any of their respective
Subsidiaries (subject to the rights of any tenants), to examine the books of account of the Borrowers and their respective Subsidiaries
(and to make copies thereof and extracts therefrom) and to discuss the affairs, finances and accounts of the Borrowers and their
respective Subsidiaries with, and to be advised as to the same by, their Responsible Officers, all at such reasonable times (typically
during normal business hours) and intervals as the Administrative Agent or any Lender may reasonably request upon not less than
four (4) Business Days' notice; provided, however, that inspections made at the Borrowers' expense shall be limited to once per
year, unless an Event of Default shall have occurred and be continuing.  The Lenders shall use good faith efforts to coordinate such
visits and inspections so as to minimize the interference with and disruption to the Borrowers' or such Subsidiaries' normal business
operations.  Notwithstanding anything to the contrary in this Section 6.09, no Borrower nor any of their Subsidiaries will be
required to disclose, permit the inspection, examination or making of extracts, or discussion of, any document, information or other
matter that (i) in respect of which disclosure to the Administrative Agent (or its designated representative) or any Lender is then
prohibited by law or any agreement binding on any Borrower or any of its Subsidiaries or (ii) is subject to attorney-client or similar
privilege or constitutes attorney work product.


6.10Use of Proceeds.


Use the proceeds of any Credit Extensions for general corporate purposes (including permitted
Investments and acquisitions) not in contravention of any Laws or any Loan Documents.




6.11Qualified Revenue-Producing Properties.




Cause the aggregate occupancy rate of all Qualified Revenue-Producing Properties, as of the end of the most
recently ended four fiscal quarter period of the Borrowers, to be greater than or equal to 80%, based on bona-fide, arms length tenant
leases which are in full force and effect requiring current rental payments and which are in good standing.




6.12Additional Borrowers.




Cause each Wholly-Owned Subsidiary of the Parent that owns a Qualified Asset Pool Property (other than a
Qualified Encumbered Asset Property) to become a Borrower under this Agreement.  Cause each other Subsidiary that owns a
Qualified Asset Pool Property to become a Borrower under this Agreement except to the extent becoming a Borrower under this
Agreement (a) is prohibited by, or requires the consent of any Person pursuant to, contractual provisions entered into by the Subsidiary
in the ordinary course of business or (b) is prohibited by any provision of applicable law. 



ARTICLE VII



NEGATIVE COVENANTS


So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder
(other than contingent indemnity obligations) shall remain unpaid or unsatisfied, or any Letter of Credit (unless a replacement letter of
credit or cash collateral reasonably satisfactory to the L/C Issuer has been provided to the L/C Issuer) shall remain outstanding, each
Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly:


7.01Liens.


Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now
owned or hereafter acquired, other than the following:

 (a)inchoate Liens incident to construction on or maintenance of Property; or Liens incident to construction
on or maintenance of Property now or hereafter filed of record for which adequate reserves have been set aside (or deposits made
pursuant to applicable Law) and which are not overdue for a period of more than 30 days or which are being contested in good faith by
appropriate proceedings and have not proceeded to judgment, provided that, by reason of nonpayment of the obligations secured by
such Liens, no such Property is subject to a material impending risk of loss or forfeiture;


(b)Liens for taxes and assessments on Property which are not yet past due; or Liens for taxes and
assessments on Property for which adequate reserves have been set aside and are being contested in good faith by appropriate
proceedings and have not proceeded to judgment, provided that, by reason of nonpayment of the obligations secured by such Liens, no
such Property is subject to a material impending risk of loss or forfeiture;


(c)defects and irregularities in title to any Property which would not reasonably be expected to result in a
Material Adverse Effect;


(d)easements, exceptions, reservations, or other agreements for the purpose of pipelines, conduits, cables,
wire communication lines, power lines and substations, streets, trails, walkways, drainage, irrigation, water, and sewerage purposes,
dikes, canals, ditches, the removal of oil, gas, coal, or other minerals, and other like purposes affecting Property in the ordinary
course;


(e)easements, exceptions, reservations, or other agreements for the purpose of facilitating the joint or
common use of Property in or adjacent to a shopping center, business or office park or similar project affecting Property in the ordinary
conduct of the business of the applicable Person;


(f)rights reserved to or vested in any Governmental Authority to control or
regulate, or obligations or duties to any Governmental Authority with respect to, the use of any Property;


(g)rights reserved to or vested in any Governmental Authority to control or regulate, or obligations or duties
to any Governmental Authority with respect to, any right, power, franchise, grant, license, or permit;


(h)present or future zoning laws and ordinances or other laws and ordinances restricting the occupancy,
use, or enjoyment of Property in the ordinary conduct of the business of the applicable Person;


(i)statutory Liens, other than those described in clauses (a) or (b) above, arising in the ordinary
course of business (but not in connection with the incurrence of any Indebtedness) with respect to obligations which are not delinquent
or are being contested in good faith, provided that, if delinquent, adequate reserves have been set aside with respect thereto and, by
reason of nonpayment, no Property is subject to a material impending risk of loss or forfeiture;


(j)covenants, conditions, and restrictions affecting the use of Property which may not give rise to any Lien
against such Property in the ordinary conduct of the business of the applicable Person;


(k)rights of tenants as tenants only under leases and rental agreements covering Property entered into in
the ordinary course of business of the Person owning such Property;


(l)Liens consisting of pledges or deposits to secure obligations under workers' compensation laws or similar
legislation, including Liens of judgments thereunder which are not currently dischargeable;


(m)Liens consisting of pledges or deposits of Property to secure performance in connection with operating
leases made in the ordinary course of business, provided the aggregate value of all such pledges and deposits in connection with any
such lease does not at any time exceed 20% of the annual fixed rentals payable under such lease;


(n)Liens consisting of deposits of Property to secure bids made with respect to, or performance of,
contracts (including Liens securing surety or performance bonds);


(o)Liens consisting of any right of offset, or statutory bankers' lien, on bank deposit accounts maintained in
the ordinary course of business so long as such bank deposit accounts are not established or maintained for the purpose of providing
such right of offset or bankers' lien;


(p)Liens consisting of deposits of Property to secure statutory obligations of Borrowers;


(q)Liens created by or resulting from any litigation or legal proceeding in the ordinary course of business
which is currently being contested in good faith by appropriate proceedings, provided that, adequate reserves have been set aside and
no material Property is subject to a material impending risk of loss or forfeiture;


(r)other nonconsensual Liens incurred in the ordinary course of business but not in connection with the
incurrence of any Indebtedness, which do not individually involve amounts in excess of $5,000,000 or in the aggregate involve amounts
in excess of $10,000,000; and


(s)Liens securing Secured Debt not prohibited by this Agreement.




7.02Investments.


Make any Investments, except:


(a)Investments held by any Borrower or any of its Subsidiaries in the form of Cash, Cash Equivalents or
short-term marketable securities;


(b)advances to officers, directors and employees of any Borrower or any of its Subsidiaries for travel,
entertainment, relocation and similar ordinary business purposes;


(c)Investments of the Borrowers in any Subsidiary or any other Borrower, Investments of any Subsidiary in
the Borrowers or in another Subsidiary and Investments in any Person that, as a result of or in connection with such Investment,
becomes or will become a Subsidiary of a Borrower;


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


(e)Investments in Real Property of the Borrowers and their Subsidiaries consisting of improved real estate
property used principally for office, office/laboratory, research, or manufacturing/warehouse purposes (and appurtenant amenities);


(f)Investments in Real Property of the Borrowers and their Subsidiaries consisting of (i) Development
Investments (the amount of such Investment shall be an amount equal to the aggregate costs incurred in connection therewith), (ii)
undeveloped land without improvements, or (iii) any other Real Property, other than an improved real estate property used principally
for office, office/laboratory, research, or manufacturing/warehouse purposes (and appurtenant amenities); provided, that, as of
the most recently ended fiscal quarter, the aggregate book value of such Investments may not exceed 35% of the Adjusted Tangible
Assets.  To determine such book value of Investments described in this Section 7.02(f) which are not owned 100%, directly or
indirectly, by Parent or any of its Subsidiaries, the book value of such Investment shall be adjusted by multiplying the same by the
Parent's or such Subsidiaries' interest therein during the fiscal quarter of the Parent ending as of the date of determination of such book
value;


(g)other Investments, other than Investments in Real Property not otherwise permitted by Section 7.02;
provided that as of the most recently ended fiscal quarter, the aggregate book value of such Investments pursuant to this
Section 7.02(g) shall not exceed 15% of the Adjusted Tangible Assets. To determine such book value of Investments described
in this Section 7.02(g) which are not owned 100%, directly or indirectly, by Parent or any of its Subsidiaries, the book value of
such Investment shall be adjusted by multiplying the same by the Parent's or such Subsidiaries' interest therein during the fiscal quarter
of the Parent ending as of the date of determination of such book value; and 


(h)Guarantees by any Borrower or any Subsidiary in respect of Indebtedness not prohibited
hereunder.




7.03Fundamental Changes.


Merge, dissolve, liquidate or consolidate with or into another Person, except that, so long as no Default or
Event of Default exists or would result therefrom, (a) a Borrower may merge or consolidate with or into one or more other Borrowers;
provided that if the Parent or Operating Partnership is a party to such merger or consolidation it shall be the surviving entity, (b) any
Subsidiary may merge or consolidate with or into a Borrower or another Subsidiary or may dissolve or liquidate, or (c) any other merger,
dissolution, liquidation or consolidation that does not result in a Change of Control shall be permitted.


7.04Restricted Payments.


With respect to any Borrower or any Subsidiary thereof, make any Restricted Payment except (A) so long
as no Event of Default shall have occurred and be continuing or would result therefrom except unless expressly permitted or required
by this Agreement, such Restricted Payment shall be permitted (i) in an amount not to exceed the amount which, when added to the
amount of all other Restricted Payments paid in the same fiscal quarter and the preceding three fiscal quarters, would exceed 95% of
Funds From Operations of Parent and its Subsidiaries for the four consecutive fiscal quarters ending prior to the fiscal quarter in which
such Restricted Payment is paid, (ii) to the extent it relates to the retirement of Preferred Equity in an amount not to exceed any
Exchange Proceeds so used notwithstanding the limitations set forth in clause (i), and (iii) with the proceeds of sales of property
notwithstanding the limitation set forth in clause (i), and (B) in all events, Parent shall be permitted to pay the minimum Restricted
Payment required under the Code to maintain and preserve Parent's status as a real estate investment trust under the Code, as
evidenced by a certification of a Responsible Officer of Parent containing calculations in reasonable detail satisfactory to the
Administrative Agent, if such Restricted Payment is greater than the amount set forth in clause (A) above; provided however, that
if an Event of Default has occurred and is continuing, Borrowers and their Subsidiaries may only make the Restricted Payments in the
minimum amount necessary to comply with Section 857(a) of the Code.  Notwithstanding the foregoing, any Subsidiary of the
Parent may (a) make Restricted Payments payable to the Parent or any Borrower (directly or indirectly through Subsidiaries) and (b)
declare and make Restricted Payments to its equity holders generally so long as the Parent or such Subsidiary that owns the equity
interest or interests in the Subsidiary making such Restricted Payments receives at least its proportionate share thereof (based upon its
relative equity interests in the Subsidiary making such Restricted Payment); provided that in the case of clause (b) above, if an
Event of Default has occurred and is continuing, such Subsidiaries may only make Restricted Payments in the minimum amount
necessary to comply with Section 857(a) of the Code.


7.05Change in Nature of Business.


Make any material change in the principal nature of the business of Borrowers and their Subsidiaries, such
business being the acquisition, ownership, development and renovation of buildings for use as office or, with respect to the life science
industry only, office/laboratory, research or manufacturing/warehouse properties.


7.06Transactions with Affiliates.


Enter into any transaction of any kind with any Affiliate of Borrowers or their respective Subsidiaries other than
(a) salary, bonus, employee stock option, relocation assistance and other compensation arrangements with directors or officers in the
ordinary course of business, (b) transactions that are fully disclosed to the board of directors of Parent and expressly authorized by a
resolution of the board of directors of Parent which is approved by a majority of the directors not having an interest in the transaction,
(c) transactions permitted by this Agreement, (d) transactions between or among Borrowers and Subsidiaries and (e) transactions on
overall terms at least as favorable to Borrowers or their Subsidiaries as would be the case in an arm's length transaction between
unrelated parties.


7.07Burdensome Agreements.


Enter into any agreement, instrument or transaction which has or may have the effect of prohibiting or
limiting any Borrower's ability to pledge to Administrative Agent any Qualified Asset Pool Property owned by a Borrower (other than
Qualified Encumbered Asset Properties) included in the Unencumbered Asset Pool (the "Available Properties").  The
Borrowers, and their respective Subsidiaries, shall take such actions as are necessary to preserve the right and ability of the Borrowers
to pledge to Administrative Agent for the benefit of Lenders the Available Properties without any such pledge after the date
hereof causing or permitting the acceleration (after the giving of notice or the passage of time, or otherwise) of any other Indebtedness
of Borrowers or any of their respective Subsidiaries. The Borrowers shall, upon demand, provide to the Administrative Agent such
evidence as the Administrative Agent may reasonably require to evidence compliance with this Section 7.07, which evidence
shall include, without limitation, copies of any agreements or instruments which would in any way restrict or limit a Borrower's ability to
pledge to Administrative Agent Available Properties as security for the Obligations, or which provide for the occurrence of a default
(after the giving of notice or the passage of time, or otherwise) if  Available Properties are pledged to Administrative Agent in
the future as security for the Obligations.


7.08Use of Proceeds.


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


7.09Financial Covenants.


(a)Permit the Fixed Charge Coverage Ratio, as of the last day of any fiscal quarter, to be less than
1.40:1.00;


(b)Permit the Secured Debt Ratio, as of the last day of any fiscal quarter, to exceed 0.55:1.00;


(c)Permit the Leverage Ratio, as of the last day of any fiscal quarter, to exceed 0.65:1.00;


(d)Permit Minimum Book Value, as of the last day of any fiscal quarter, to be less than the sum of (i)
$800,000,000, plus (ii) 85% of the net issuance proceeds of all Equity Offerings from and after the Closing Date (excluding the
amount of Exchange Proceeds); and 


(e)Permit the Interest Coverage Ratio, as of the last day of any fiscal quarter, to be less than 1.75 to
1.0.







ARTICLE VIII



EVENTS OF DEFAULT AND REMEDIES


8.01Events of Default.


Any of the following shall constitute an "Event of Default":


(a)Non-Payment.  The Borrowers fail to pay (i) when and as required to be paid herein, any
amount of principal of any Loan or any L/C Obligation, or (ii) within five Business Days after the same becomes due, any interest on any
Loan or on any L/C Obligation, or any fee due hereunder, or any other amount payable hereunder or under any other Loan Document;
or


(b)Specific Covenants.  The Borrowers fail to perform or observe any term, covenant or
agreement contained in any of Article VII; or


(c)Other Defaults.  Any Borrower or Subsidiary fails to perform or observe any other covenant or
agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed
and such failure continues for 30 Business Days following written notice by Administrative Agent or, if such Default is not reasonably
susceptible of cure within such period, within such longer period as is reasonably necessary to effect a cure so long as such Borrower
or such Subsidiary continues to diligently pursue cure of such Default but not in any event in excess of 60 Business Days; or


(d)Representations and Warranties.  Any representation or warranty of Borrowers or any of their
respective Subsidiaries made in any Loan Document, or in any certificate or other writing delivered by Borrowers or any of their
respective Subsidiaries pursuant to any Loan Document, proves to have been incorrect when made or reaffirmed in any respect that is
materially adverse to the interests of the Lenders; or


(e)Cross-Default.  Any Borrower or any of their respective Subsidiaries (i) fails to pay (A) the
principal, or any principal installment, of (1) any Indebtedness (other than Non-Recourse Debt) of $50,000,000 or more or (2) any Non-
Recourse Debt individually or in the aggregate of $150,000,000 or more, (B) any guaranty of Indebtedness (other than Non-Recourse
Debt) of $50,000,000 or more or (C) any guaranty of Non-Recourse Debt individually or in the aggregate of $150,000,000 or more, on
its part to be paid, in each case when due (or within any stated grace period), whether at the stated maturity, upon acceleration, by
reason of required prepayment or otherwise or (ii) fails to perform or observe any other term, covenant or agreement on its part to be
performed or observed, or suffers any event of default to occur, in connection with any Indebtedness (other than Non-Recourse Debt)
of $50,000,000 or more, or of any guaranty of Indebtedness (other than Non-Recourse Debt) of $50,000,000 or more, if as a result of
such failure or sufferance any holder or holders thereof (or an agent or trustee on its or their behalf) has the right to declare such
Indebtedness due before the date on which it otherwise would become due or the right to require Borrowers or any such Subsidiary to
redeem or purchase, or offer to redeem or purchase, all or any portion of such Indebtedness (provided, that for the purpose of this
clause (e), the principal amount of Indebtedness consisting of a Swap Contract shall be the amount which is then payable by the
counterparty to close out the Swap Contract); or


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


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


(h)Judgments.  There is entered against any Borrower or any Subsidiary (i) a final judgment or
order for the payment of money in an aggregate amount exceeding $50,000,000 (to the extent not covered by independent third-party
insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement
proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 30 consecutive days during which
a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or


(i)ERISA.  An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which
has resulted or could reasonably be expected to result in liability of the Borrowers or their Subsidiaries under Title IV of ERISA to
the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of 5% of the combined total assets of such
Borrowers or Subsidiaries as of the most recent fiscal quarter, or (ii) the Borrowers or any ERISA Affiliate fails to pay when due, after
the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201
of ERISA under a Multiemployer Plan in an aggregate amount in excess of 5% of the combined total assets of such Borrowers or
Subsidiaries as of the most recent fiscal quarter; or


(j)Invalidity of Loan Documents.  Any provision of any Loan Document, at any time after its
execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or relating to the satisfaction in
full of all the Obligations (or cash collateralization in a manner reasonably satisfactory to the L/C Issuer with respect to outstanding
Letters of Credit), ceases to be in full force and effect; or any Borrower contests in any manner the validity or enforceability of any
provision of any Loan Document; or any Borrower denies that it has any liability or obligation under any Loan Document, or purports to
revoke, terminate or rescind any Loan Document; or


(k)Change of Control.  There occurs any Change of Control.




8.02Remedies Upon Event of Default.


If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may,
with the consent of, (i) the Required Revolving Lenders with respect to Sections 8.02(a) and (c) below, and (ii) the Required
Lenders with respect to Sections 8.02(b) and (d) below, take any or all of the following actions:


(a)declare the commitment of each Revolving Lender to make Revolving Loans, the Swing Line Lender to
make Swing Line Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such
commitments and obligation shall be terminated;


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


(c)require that the Borrowers Cash Collateralize the L/C Obligations (in an amount equal to the then
Outstanding Amount thereof); and


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

 


provided, however, that upon the occurrence of an actual or deemed entry of an order for
relief with respect to any one or more of the Borrowers under the Bankruptcy Code of the United States, the obligation of each Lender
to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to or for the account of such Borrower shall
automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall
automatically become due and payable, and the obligation of the Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall
automatically become effective, in each case without further act of the Administrative Agent or any Lender.


8.03Application of Funds.


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


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


Second, to payment of that portion of the Obligations constituting fees, indemnities and other amounts
(other than principal and interest) payable to the Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to
the respective Lenders and the L/C Issuer (including fees and time charges for attorneys who may be employees of any Lender or the
L/C Issuer) and amounts payable under Article III), ratably among them in proportion to the amounts described in this clause
Second payable to them;


Third, to payment of that portion of the Obligations constituting accrued and unpaid interest on the
Loans, L/C Borrowings and other Obligations, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts
described in this clause Third payable to them;


Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans, L/C
Borrowings and Obligations to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters
of Credit, ratably among the Lenders and the L/C Issuer in proportion to the respective amounts described in this clause
Fourth held by them; and


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


Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters
of Credit pursuant to clause Fourth above shall be applied to satisfy drawings under such Letters of Credit as they occur.  If
any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such remaining
amount shall be applied to the other Obligations, if any, in the order set forth above.


ARTICLE IX



ADMINISTRATIVE AGENT



9.01Appointment and Authority.




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



9.02Rights as a Lender.


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


9.03Exculpatory Provisions.




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

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


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


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

 

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


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



9.04Reliance by Administrative Agent.




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


9.05Delegation of Duties.



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




9.06Successor Administrative Agent.


The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and
the Borrowers.  The Required Lenders may remove the Administrative Agent from its capacity as Administrative Agent in the event of
the Administrative Agent's willful misconduct or gross negligence.  Upon receipt of any such notice of resignation or the removal of the
Administrative Agent as Administrative Agent hereunder, the Required Lenders shall have the right (with the consent of the Borrowers
provided there does not exist an Event of Default at such time), to appoint a successor, which shall be a bank with an office in the
United States, or an Affiliate of any such bank with an office in the United States.  If no such successor shall have been so appointed by
the Required Lenders (with the consent of the Borrowers provided there does not exist an Event of Default at such time) and shall have
accepted such appointment within 30 days after the retiring Administrative Agent gives notice of its resignation or the Required Lenders
remove the Administrative Agent hereunder, then the retiring Administrative Agent may on behalf of the Lenders and the L/C Issuer,
appoint a successor Administrative Agent meeting the qualifications set forth above; provided that if the Administrative Agent
shall notify the Borrowers and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall
nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its
duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the
Administrative Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Administrative Agent
shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (2) all payments,
communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to
each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent as provided
for above in this Section.  Upon the acceptance of a successor's appointment as Administrative Agent hereunder, such successor shall
succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and
the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents
(if not already discharged therefrom as provided above in this Section).  The fees payable by the Borrowers to a successor
Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrowers and such
successor.  After the retiring Administrative Agent's resignation or removal hereunder and under the other Loan Documents, the
provisions of this Article and Section 10.04 shall continue in effect for the benefit of such retiring Administrative Agent, its
sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring
Administrative Agent was acting as Administrative Agent.


Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also constitute
its resignation as L/C Issuer and Swing Line Lender.  Upon the acceptance of a successor's appointment as Administrative Agent
hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring
L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective
duties and obligations hereunder or under the other Loan Documents, and (c) the successor L/C Issuer shall issue letters of credit in
substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangement satisfactory to the
retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect to such Letters of Credit.




9.07Non-Reliance on Administrative Agent and Other
Lenders.



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


9.08No Other Duties, Etc.



Anything herein to the contrary notwithstanding, none of the Co-Documentation Agents, Co-Syndication Agents,
or Arrangers listed on the cover page hereof or any additional titled agents which may be added thereto from time to time shall have
any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable,
as the Administrative Agent, a Lender or the L/C Issuer hereunder.


9.09Administrative Agent May File Proofs of Claim.


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

(a)to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect
of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be
necessary or advisable in order to have the claims of the Lenders, the L/C Issuer and the Administrative Agent (including any claim for
the reasonable compensation, indemnification, expenses, disbursements and advances of the Lenders, the L/C Issuer and the
Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuer and the
Administrative Agent under Sections 2.03(i) and (j), 2.09 and 10.04) allowed in such judicial proceeding; and


(b)to collect and receive any monies or other property payable or deliverable on any such claims and to
distribute the same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial
proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to the Administrative Agent and, in the
event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuer, to pay to
the Administrative Agent any amount due for the reasonable compensation, indemnification, expenses, disbursements and advances of
the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09
and 10.04.




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


9.10Collateral Matters.


The Lenders, the Swing Line Lender and the L/C Issuer irrevocably authorize the Administrative Agent, at
its option and in its discretion and the Administrative Agent hereby agrees:

 (a)to release any Lien on any property granted to or held by the Administrative Agent under any Loan
Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent
indemnification obligations) and the expiration or termination of all Letters of Credit (unless cash collateralized or supported by a letter
of credit of manner satisfactory to the L/C Issuer), (ii) that is sold or to be sold as part of or in connection with any sale not prohibited
hereunder or under any other Loan Document, or (iii) subject to Section 10.01, if approved, authorized or ratified in writing by the
Required Lenders; and


(b)to release a Borrower from liability for the Obligations in accordance with Section 10.20.

 


Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the
Administrative Agent's authority to release or subordinate its interest in particular types or items of property.


9.11No Obligations of Borrowers.


Nothing contained in this Article IX shall be deemed to impose upon Borrowers any obligation in
respect of the due and punctual performance by the Administrative Agent of its obligations to the Lenders under any provision of this
Agreement, and Borrowers shall have no liability to the Administrative Agent or any of the Lenders in respect of any failure by the
Administrative Agent or any Lender to perform any of its obligations to the Administrative Agent or the Lenders under this Agreement.
Without limiting the generality of the foregoing, where any provision of this Agreement relating to the payment of any amounts due and
owing under the Loan Documents provides that such payments shall be made by Borrowers to the Administrative Agent for the account
of the Lenders, Borrowers' obligations to the Lenders in respect of such payments shall be deemed to be satisfied upon the making of
such payments to the Administrative Agent in the manner provided by this Agreement.



ARTICLE X



MISCELLANEOUS



10.01Amendments, Etc.




No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent
to any departure by the Borrowers therefrom, shall be effective unless in writing signed by the Required Lenders (or the Administrative
Agent with the written concurrence of the Required Lenders) and the Borrowers, and each such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given; provided, however, that no such
amendment, waiver or consent shall:

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


(b)extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to
Section 8.02) without the written consent of such Lender (subject to Sections 2.14 and 2.15);


(c)postpone any date fixed by this Agreement or any other Loan Document for any payment of principal
or payment of interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document without
the written consent of each Lender directly affected thereby (subject to Section 2.14);


(d)reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject
to clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other
Loan Document without the written consent of each Lender directly affected thereby; provided, however, that only the
consent of the Required Lenders shall be necessary (i) to amend the definition of "Default Rate" or to waive any obligation of the
Borrowers to pay interest at the Default Rate or Letter of Credit Fees (subject to clause (i) of the second proviso to this
Section 10.01) at the Default Rate or (ii) to amend any financial covenant hereunder (or any defined term used therein);


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


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


(g)release the Parent or the Operating Partnership, as a Borrower hereunder or substantially all of the other
Borrowers without the written consent of each Lender; or


(h)impose any greater restriction on the ability of any Lender to assign any of its rights or obligations
hereunder without the written consent of the Required Lenders and Lenders having more than 66-2/3% of the Total Outstandings then
in effect within each of the following classes of Commitments, Loans and/or other Credit Extensions: (i) the class consisting of the
Revolving Commitments, and (ii) the class consisting of the Term Loan Commitments;




and, provided further, that (i) no amendment, waiver or consent shall, unless in writing and
signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or
any Issuer Document relating to any Letter of Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall, unless in
writing and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or duties of the Swing Line
Lender under this Agreement; (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in
addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan
Document; (iv) the Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties
thereto; and (v) so long as the Revolving Commitments remain outstanding, no amendment, waiver or consent which has the effect of
enabling the Borrowers to satisfy any condition to a Committed Borrowing contained in Section 4.02 hereof, which, but for such
amendment, waiver or consent would not be satisfied, shall be effective to require the Revolving Lenders to make any additional
Revolving Loan unless and until the Required Revolving Lenders shall consent thereto.  Notwithstanding anything herein to the
contrary, the Administrative Agent may with the approval of the Majority Lenders temporarily waive compliance by Borrowers with any
condition, obligation or covenant contained in this Agreement or the Loan Documents (other than a failure to make a payment of any
principal, interest or fee when due) for a period not to exceed ninety (90) days, provided, however, that any such condition,
obligation or covenant so waived may not be consecutively waived after the expiration of such ninety (90) day period.
Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment,
waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of
such Lender (subject to Section 2.14 and 2.15).  Notwithstanding anything to the contrary contained herein, the Administrative
Agent may, with the approval of the Required Lenders and at the Borrowers' request, increase the maximum aggregate amount of the
increase in the Aggregate Commitments on the terms and conditions set forth in Section 2.15(a) or 2.15(b).


10.02Notices; Effectiveness; Electronic Communication.


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


(i)if to the Borrowers, the Administrative Agent, the L/C Issuer or the Swing Line Lender, to the address,
telecopier number, electronic mail address or telephone number specified for such Person on Schedule 10.02 and


(ii)if to any other Lender, to the address, telecopier number, electronic mail address or telephone number
specified in its Administrative Questionnaire.




Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to
have been given when received; notices sent by telecopier shall be deemed to have been received upon the sender's receipt of an
acknowledgement from the intended recipient (except that, if not given during normal business hours for the recipient, shall be deemed
to have been given at the opening of business on the next business day for the recipient).  Notices delivered through electronic
communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b).


(b)Electronic Communications.  Notices and other communications to the Lenders and the L/C
Issuer hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites)
pursuant to procedures approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or
the L/C Issuer pursuant to Article 11 if such Lender or the L/C Issuer, as applicable, has notified the Administrative Agent that it is
incapable of receiving notices under such Article by electronic communication.  The Administrative Agent or the Borrowers may,
in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to
procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.


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


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


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


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




10.03No Waiver; Cumulative Remedies.




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




10.04Expenses; Indemnity; Damage Waiver.


(a)Costs and Expenses.  The Borrowers shall pay (i) all reasonable out of pocket expenses
incurred by the Administrative Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation,
execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers
of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated), (ii) all
reasonable out of pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any
Letter of Credit or any demand for payment thereunder and (iii) all out of pocket expenses incurred by the Administrative Agent, any
Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for the Administrative Agent, any Lender or the
L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan
Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder,
including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters
of Credit.


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


(c)Reimbursement by Lenders.  To the extent that the Borrowers for any reason fail to
indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent
(or any sub-agent thereof), the L/C Issuer or any Related Party of any of the foregoing, and without limiting the obligation of the
Borrowers to do so, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer or such
Related Party, as the case may be, such Lender's Applicable Percentage (determined as of the time that the applicable unreimbursed
expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim,
damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such
sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative
Agent (or any such sub-agent) or L/C Issuer in connection with such capacity.  The obligations of the Lenders under this
subsection (c) are subject to the provisions of Section 2.12(d).


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


(e)Payments.  All amounts due under this Section shall be payable not later than ten
Business Days after demand therefore (accompanied by reasonable back-up documentation).


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




10.05Payments Set Aside.


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




10.06Successors and Assigns.


(a)Successors and Assigns Generally.  The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that none of
the Borrowers may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the
Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except
(i) to an Eligible Assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in
accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest
subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party
hereto shall be null and void).  Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other
than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in
subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by reason of this
Agreement


(b)Assignments by Lenders.  Any Lender may at any time assign to one or more Eligible
Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans
(including for purposes of this subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it);
provided that any such assignment shall be subject to the following conditions:


(i)Minimum Amounts.


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


(B)in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the
Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is not then in effect, the principal
outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment
and Assumption with respect to such assignment is delivered to the Administrative Agent or, if "Trade Date" is specified in the
Assignment and Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the Administrative Agent and, so
long as no Event of Default has occurred and is continuing, the Borrowers otherwise consent (each such consent not to be
unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent
assignments from members of an Assignee Group to a single assignee (or to an assignee and members of its Assignee Group) will be
treated as a single assignment for purposes of determining whether such minimum amount has been met;




(ii)Proportionate Amounts.  Each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loans or the
Commitment assigned, except that this clause (ii) shall not apply to rights in respect of the Swing Line Lender's rights and
obligations in respect of Swing Line Loans;


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


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


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


(C)the consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be
required for any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit
(whether or not then outstanding); and


(D)the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall
be required for any assignment (other than any assignment of a Term Loan or an assignment to a Person that is a Lender, an Affiliate
of such Lender or an Approved Fund with respect to such Lender).




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


(v)No Assignment to Borrowers.  No such assignment shall be made to the Borrowers or any
of the Borrowers' Affiliates or Subsidiaries.


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




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


(c)Register.  The Administrative Agent, acting solely for this purpose as an agent of the
Borrowers, shall maintain at the Administrative Agent's Office a copy of each Assignment and Assumption delivered to it and a register
for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of, and interest owing
on, the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the "Register").  The
entries in the Register shall be conclusive, and the Borrowers, the Administrative Agent and the Lenders shall treat each Person whose
name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary.  The Register shall be available for inspection by each of the Borrowers and any Lender at any
reasonable time and from time to time upon reasonable prior notice.  


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


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


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


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


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


(h)Special Purpose Funding Vehicles.  Notwithstanding anything to the contrary contained herein,
any Revolving Lender (a "Granting Lender") may grant to a special purpose funding vehicle identified as such in writing from
time to time by the Granting Lender to the Administrative Agent and the Borrowers (an "SPC") the option to provide all or any
part of any Committed Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement;
provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Committed Loan, and (ii) if an SPC
elects not to exercise such option or otherwise fails to make all or any part of such Committed Loan, the Granting Lender shall be
obligated to make such Committed Loan pursuant to the terms hereof or, if it fails to do so, to make such payment to the Administrative
Agent as is required under Section 2.12(b)(ii).  Each party hereto hereby agrees that (i) neither the grant to any SPC nor the
exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the
Borrowers under this Agreement (including its obligations under Section 3.01 or 3.04), (ii) no SPC shall be liable for any
indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for
all purposes, including the approval of any amendment, waiver or other modification of any provision of any Loan Document, remain the
lender of record hereunder.  The making of a Committed Loan by an SPC hereunder shall utilize the Commitment of the Granting
Lender to the same extent, and as if, such Committed Loan were made by such Granting Lender.  In furtherance of the foregoing, each
party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and
one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join
any other Person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency, or liquidation proceeding
under the laws of the United States or any State thereof Notwithstanding anything to the contrary contained herein, any SPC may (i)
with notice to, but without prior consent of the Borrowers and the Administrative Agent and with the payment of a processing fee of
$3,500, assign all or any portion of its right to receive payment with respect to any Committed

Loan to the Granting Lender and (ii) disclose on a confidential basis any non-public information relating to its funding of Committed
Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such
SPC.


(i)Resignation as L/C Issuer or Swing Line Lender after Assignment.  Notwithstanding anything to
the contrary contained herein, if at any time Bank of America assigns all of its Commitment and Loans pursuant to subsection (b)
above, Bank of America may, (i) upon 30 days' notice to the Borrowers and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days'
notice to the Borrowers, resign as Swing Line Lender.  In the event of any such resignation as L/C Issuer or Swing Line Lender, the
Borrowers shall be entitled to appoint from among the Revolving Lenders a successor L/C Issuer or Swing Line Lender hereunder;
provided, however, that no failure by the Borrowers to appoint any such successor shall affect the resignation of Bank of America as
L/C Issuer or Swing Line Lender, as the case may be.  If Bank of America resigns as L/C Issuer, it shall retain all the rights and
obligations of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as L/C
Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Loans or fund risk
participations in Unreimbursed Amounts pursuant to Section 2.03(c)).  If Bank of America resigns as Swing Line Lender, it shall
retain all the rights of the Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of
the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in
outstanding Swing Line Loans pursuant to Section 2.04(c).  Upon the appointment of a successor L/C Issuer and/or Swing Line
Lender, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C
Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in substitution for the
Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to
effectively assume the obligations of Bank of America with respect to such Letters of Credit.


 

10.07Treatment of Certain Information; Confidentiality.


(a)Confidentiality.  Each Lender and the Administrative Agent (each, a "Lender
Party") hereby agrees for itself for Swing Line Lender and for L/C Issuer only that, except as specifically set forth herein, (i) such
Lender Party shall not participate in or generate any press release or other release of information to the general public relating to the
closing of the Loan without the prior written consent of the Borrowers, (ii) such Lender Party shall hold the Confidential Information in
strict confidence in accordance with such Lender Party's customary procedures to prevent the misuse or disclosure of confidential
information of this nature and in accordance with safe and sound banking practices, (iii) such Lender Party shall use the Confidential
Information solely for the purposes of underwriting the Loan or acquiring an interest therein, carrying out such Lender Party's rights or
obligations under this Agreement, in connection with the syndication of the Loan, the enforcement of the Loan Documents, or other
internal examination, supervision or oversight of the transactions contemplated hereby as reasonably determined by such Lender Party,
or as otherwise permitted by the terms of this Section 10.07 (collectively, "Permitted Purposes"), and (iv) not disclose
the Confidential Information to any party, except as expressly authorized in this Agreement or with prior written consent of Borrowers.
Each Lender Party shall promptly notify Borrowers in the event that it becomes aware of any loss or unauthorized disclosure of any
Confidential Information.


Each Lender Party shall not have any obligations under this Agreement with respect to a specific portion of the
Confidential Information if such Lender Party can demonstrate that such Confidential Information (i) was publicly available at the time it
was disclosed to such Lender Party, (ii) became publicly available subsequent to the time it was disclosed to such Lender Party, (iii)
was in or comes into a Lender Party's possession from a source not known to such Lender Party (after reasonable inquiry) to be in
breach of an obligation of confidentiality owed to Borrowers in making such disclosure to such Lender Party, (iv) was in or comes into
Lender Party's possession free of any obligation of confidence owed to the Borrowers at the time it was disclosed to them, or (v) was
developed by the employees or agents of the Lender Party without the use of the Confidential Information.


(b)Disclosures.  Any Lender Party or its legal counsel may disclose the Confidential Information (i)
to Borrowers, other Lenders, the Administrative Agent or any of their respective legal counsel, (ii) to its auditors in connection with bank
audits or regulatory officials having jurisdiction over such Lender Party, (iii) to its legal counsel who need to know the Confidential
Information for the purposes of representing or advising the Lender Parties, (iv) with prior written notice to the Chief Executive Officer of
the Parent, to its consultants, agents and advisors retained in good faith by such Lender Party with a need to know such information in
connection with a Permitted Purpose, (v) as required by Law or legal process (subject to the terms below), or in connection with any
legal proceeding to which that Lender Party and any of Borrowers are adverse parties, (vi) to another potential Lender or participant in
connection with a disposition or proposed disposition to that Person of all or part of that Lender Party's interests hereunder or a
participation interest in its Notes, and (vii) to its directors, officers, employees and affiliates that control, are controlled by, or are under
common control with such Lender Party or its parent or otherwise within the corporate umbrella of such Lender Party who need to know
the confidential information for purposes of underwriting the Loan or becoming a party to this Agreement, the syndication of the Loan,
the administration, interpretation, performance or exercise of rights under the Loan Documents, the enforcement of the Loan
Documents, or other internal supervision, examination or oversight of the transactions contemplated hereby as reasonably determined
by such Lender Party, provided that any Person to whom any of the Confidential Information is disclosed is informed by such Lender
Party of the strictly confidential nature of the Confidential Information, and such Persons described in clauses (b)(iv), (vi) and (vii)
shall agree in writing to be bound by confidentiality restrictions at least as restrictive as those contained herein.  Notwithstanding the
foregoing, a Lender Party may disclose Confidential Information to the extent such Lender Party is requested or required by any Law or
any order of any court, governmental, regulatory or self-regulatory body or other legal process to make any disclosure of or about any
of the Confidential Information.  In such event (except with respect to banking regulators or auditors), such Lender Party shall, if
permitted by law, promptly notify Borrowers in writing so that Borrowers may seek an appropriate protective order or waive compliance
with the provisions of this Agreement (provided that if a protective order or the receipt of a waiver hereunder has not been obtained, or
if prior notice is not possible, and a Lender Party is, in the opinion of its counsel, compelled to disclose Confidential Information, such
Lender Party may disclose that portion of the Confidential Information which its counsel advises it that such Lender Party is compelled
to disclose, and provided further that in any event, such Lender Party will not oppose action by Borrowers to obtain an appropriate
protective order or other reliable assurance that confidential treatment will be accorded the Confidential Information.)  Each Lender
Party shall be liable (but only to the extent it is finally determined to have breached the provisions of this Section 10.07(b)) for any
actions by such Lender Party (but not any other Person) which are not in accordance with the provisions of this
Section 10.07(b).


(c)No Rights in Confidential Information.  The Administrative Agent and each Lender recognizes
and agrees that nothing contained in this Section 10.07 shall be construed as granting any property rights, by license or
otherwise, to any Confidential Information (other than the Agreement or any amendments thereto or any related agreements), or to any
invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such
Confidential Information (other than the Agreement or any amendments thereto or any related agreements).  No Lender Party shall
make, have made, use or sell for any purpose any product or other item using, incorporating or derived from any such Confidential
Information; provided that the foregoing shall not limit or restrict in any way the creation, use or sale of banking or related services by
any Lender Party.


(d)Survival.  All Confidential Information provided by or on behalf of Borrowers during the term of
this Agreement or any predecessor agreements shall remain confidential indefinitely and shall continue to receive that level of
confidential treatment customarily provided by commercial banks dealing with confidential information of their borrower customers,
subject, however, to the specific exceptions to confidential treatment provided herein.  For a period of one year after the Termination
Date, the affected Lender Party shall continue to make reasonable inquiry of any third party providing Confidential Information as to
whether such third party is subject to an obligation of confidentiality owed to the Borrowers or their Subsidiaries and if such Lender
Party obtains knowledge that such third party is violating a confidentiality agreement with Borrowers, such Lender Party shall treat the
Confidential Information received from such third party as strictly confidential in accordance with the provisions of this
Section 10.07.  For purposes of this Section 10.07(d), the Termination Date shall mean the earlier of the termination of this
Agreement or, with respect to a specific Lender Party, the date such Person no longer holds an interest in the Loan.


(e)Injunctive Relief.  Each Lender Party hereby agrees that breach of this Section 10.07 will
cause Borrowers irreparable damage for which recovery of damages would be inadequate, and that Borrowers shall therefore be
entitled to obtain timely injunctive relief under this Agreement, as well as such further relief as may be granted by a court of competent
jurisdiction.


(f)No Fiduciary Duty.  Nothing in this Section shall be construed to create or give rise to any
fiduciary duty on the part of the Administrative Agent or the Lenders to Borrowers.


(g)Separate Action.  Borrowers covenant and agree not to, and hereby expressly waive any right
to, raise as a defense, affirmative defense, set off, recoupment or otherwise against any Lender Party any claim arising from or relating
to an alleged breach of this Section 10.07 in any action, claim or proceeding relating to a breach of the Loan Documents by
Borrowers or other action to enforce or recover the Obligations, and covenant and agree that any claim against a Lender Party arising
from or relating to an alleged breach of this Section 10.07 by a Lender Party shall only be asserted as an affirmative claim in a
separate action against the applicable Lender Party.




10.08Right of Setoff.



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


10.09Interest Rate Limitation.


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




10.10Counterparts; Integration; Effectiveness.


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




10.11Survival of Representations and Warranties.


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


10.12Severability.



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


10.13Replacement of Lenders.


If any Lender requests compensation under Section 3.04, or if the Borrowers are required to pay any
additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01, if any
Lender is a Defaulting Lender, or if any other circumstance exists hereunder that gives the Borrowers the right to replace a Lender as a
party hereto, then the Borrowers may, at their sole expense and effort, upon notice to such Lender and the Administrative Agent,
require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and
consents required by, Section 10.06 except as provided in this Section 10.13), all of its interests, rights and obligations
under this Agreement and the related Loan Documents to an assignee that shall assume such obligations (which assignee may be
another Lender, if a Lender accepts such assignment), provided that:


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


(b)such Lender shall have received payment of an amount equal to the outstanding principal of its Loans
and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan
Documents (including any amounts under Sections 3.04, 3.05 and 10.04) from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Borrowers (in the case of all other amounts);


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


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




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




10.14Governing Law; Jurisdiction; Etc.


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


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


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


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




10.15Waiver of Jury Trial.



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




10.16USA PATRIOT Act Notice.



Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on
behalf of any Lender) hereby notifies the Borrowers 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 the
Borrowers, which information includes the name and address of the Borrowers and other information that will allow such Lender or the
Administrative Agent, as applicable, to identify the Borrowers in accordance with the Act.  The Borrowers shall, following a request by
the Administrative Agent or any Lender, promptly provide all documentation and other information that the Administrative Agent or such
Lender reasonably requests in order to comply with its ongoing obligations under applicable "know your customer" and anti-money
laundering rules and regulations, including the USA Patriot Act."




10.17Borrowers' Obligations.


Each of the Borrowers represents, warrants, covenants and agrees as follows:


(a)Defenses.  The obligations pursuant to the Loan Documents shall not be affected by any of the
following: (i) the bankruptcy, disability, dissolution, incompetence, insolvency, liquidation, or reorganization of any Borrower; or (ii) the
discharge, modification of the terms of, reduction in the amount of, or stay of enforcement of any or all liens and encumbrances or any
or all obligations pursuant to the Loan Documents in any bankruptcy, insolvency, reorganization, or other legal proceeding or by law,
ordinance, regulation, or rule (federal, state, or local).


(b)Rights of Administrative Agent.  Subject to receiving any required consents of the Required
Lenders or all of the Lenders, as may be required pursuant to applicable provisions of this Agreement, the Administrative Agent on
behalf of the Lenders, may do the following acts or omissions from time to time without notice to or consent of any Borrower and without
receiving payment or other value, nor shall the following acts or omissions affect, delay or impair any of the obligations pursuant to the
Loan Documents or any or all liens and encumbrances: (i) the Administrative Agent may obtain collateral or additional collateral; (ii) the
Administrative Agent may substitute for any or all collateral regardless of whether the same type or greater or lesser value; (iii) the
Administrative Agent may release any or all collateral; (iv) the Administrative Agent may compromise, delay enforcement, fail to
enforce, release, settle or waive any rights or remedies of the Administrative Agent as to any or all collateral; (v) the Administrative
Agent may sell or otherwise dispose of any collateral in such manner or order as the Administrative Agent determines in accordance
with the Loan Documents; (vi) the Administrative Agent may fail to perfect, fail to protect the priority of, and fail to ensure any or all liens
or encumbrances; (vii) the Administrative Agent may fail to inspect, insure, maintain, preserve or protect any or all collateral; (viii) the
Administrative Agent may obtain additional obligors for any or all obligations pursuant to the Loan Documents; (ix) the Administrative
Agent may increase or decrease any or all obligations or otherwise change terms of any or all obligations in accordance with the Loan
Documents; (x) the Administrative Agent may release any Borrower; (xi) Administrative Agent may compromise, delay enforcement, fail
to enforce, release, settle or waive any obligations of any Borrower with the agreement of that Borrower; (xii) the Administrative Agent
may make advances, or grant other financial accommodations to any Borrower; (xiii) the Administrative Agent may fail to file or pursue
a claim in any bankruptcy, insolvency, reorganization or other proceeding as to any or all liens and encumbrances or any or all
obligations; (xiv) the Administrative Agent may amend, modify, extend, renew, restate, supplement or terminate in whole or in part the
obligation of any Borrower with the agreement of that Borrower; (xv) the Administrative Agent may take or fail to take any other action
with respect to any Loan Document or any Borrower; and (xvi) the Administrative Agent may do any other acts or make any other
omissions that result in the extinguishment of the obligation of any Borrower.


(c)Suretyship Waivers.  Each Borrower waives any and all rights and benefits under any statutes
or rules now or hereafter in effect that purport to confer specific rights upon or make specific defenses or procedures available to each
Borrower.


(d)Information.  Each Borrower represents and warrants to the Administrative Agent and Lenders
that such Borrower is currently informed of the financial condition of the Borrowers and of all other circumstances which a diligent
inquiry would reveal and which bear upon the risk of nonpayment of the Obligations.  Each Borrower further represents and warrants to
the Administrative Agent and Lenders that such Borrower has read and understands the terms and conditions of the Loan Documents.
Each Borrower hereby covenants that such Borrower will continue to keep informed of the Borrowers' financial condition, the financial
condition of other guarantors, if any, and of all other circumstances which bear upon the risk of nonpayment or nonperformance of the
Obligations.  Notwithstanding anything herein which may be construed to the contrary, the Administrative Agent shall have no obligation
to provide to any Borrower any information concerning the performance of any other Borrower, the obligations pursuant to the Loan
Documents, or the ability of any other Borrower to perform the obligations pursuant to the Loan Documents or any other matter,
regardless of what information Administrative Agent may from time to time have.


(e)Waivers.  Each Borrower waives, until payment in full of the Obligations, any and all present
and future claims, remedies and rights against any other Borrower, any collateral and any other property, interest in property or rights to
property of any other Borrower (A) arising from any performance hereunder, (B) arising from any application of any collateral, or any
other property, interest in property or rights to property of any Borrower, or (C) otherwise arising in respect of the Loan Documents,
regardless of whether such claims, remedies and rights arise under any present or future agreement, document or instrument or are
provided by any law, ordinance, regulation or rule (federal, state or local) (including, without limitation, any and all rights of contribution,
exoneration, indemnity, reimbursement, and subrogation and any and all rights to participate in the rights and remedies of Lenders
against any Borrower).


(f)Joint and Several Liability of Borrowers.


(i)Each of the Borrowers is accepting joint and several liability hereunder and under the other Loan
Documents in consideration of the financial accommodations to be provided by the Administrative Agent and the Lenders under this
Agreement, for the mutual benefit, directly and indirectly, of each of the Borrowers and in consideration of the undertakings of the other
Borrowers to accept joint and several liability for the Obligations.


(ii)Each of the Borrowers, jointly and severally, hereby irrevocably and unconditionally accepts, not merely
as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to the payment and performance of
all of the Obligations (including, without limitation, any Obligations arising under this Section 10.17), it being the intention of the
parties hereto that all the Obligations shall be the joint and several obligations of each Borrower without preferences or distinction
among them.


(iii)If and to the extent that any Borrower shall fail to make any payment with respect to any of the
Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the
other Borrowers will make such payment with respect to, or perform, such Obligation.


(iv)The Obligations of each Borrower under the provisions of this Section 10.17 constitute the
absolute and unconditional, full recourse Obligations of each Borrower enforceable against each such Borrower to the full extent of its
properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances
whatsoever.


(v)Except as otherwise expressly provided in this Agreement, each Borrower hereby waives notice of
acceptance of its joint and several liability, notice of any Loans issued under or pursuant to this Agreement, notice of the occurrence of
any Default, Event of Default, or of any demand for any payment under this Agreement, notice of any action at any time taken or
omitted by the Administrative Agent or Lenders, or any of them, under or in respect of any of the Obligations, any requirement of
diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of
every kind in connection with this Agreement (except as otherwise provided in this Agreement).  Each Borrower hereby assents to, and
waives notice of, any extension or postponement of the time for the payment of any of the Obligations, the acceptance of any payment
of any of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the
Administrative Agent or Lenders, or any of them, at any time or times in respect of any default by any Borrower in the performance or
satisfaction of any term, covenant, condition or provision of this Agreement, any and all other indulgences whatsoever by the
Administrative Agent or Lenders, or any of them, in respect of any of the Obligations, and the taking, addition, substitution or release, in
whole or in part, at any time or times, of any security for any of the Obligations or the addition, substitution or release, in whole or in
part, of any Borrower Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or
failure to act on the part of the Administrative Agent or Lenders, or any of them, with respect to the failure by any Borrower to comply
with any of its respective Obligations, including, without limitation, any failure strictly or diligently to assert any right or to pursue any
remedy or to comply fully with applicable laws or regulations thereunder, which might, but for the provisions of this Section 10.17
afford grounds for terminating, discharging or relieving any Borrower, in whole or in part, from any of its Obligations under this
Section 10.17, it being the intention of each Borrower that, so long as any of the Obligations hereunder remain unsatisfied, the
Obligations of such Borrower under this Section 10.17 shall not be discharged except by performance and then only to the extent
of such performance.  The Obligations of each Borrower under this Section 10.17 shall not be diminished or rendered
unenforceable by any winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any
Borrower or the Administrative Agent or Lenders, or any of them.  The joint and several liability of each Borrower hereunder shall
continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name,
constitution or place of formation of any of the Borrowers or Administrative Agent or Lenders, or any of them.


(vi)The provisions of this Section 10.17 are made for the benefit of the Administrative Agent, the
Lenders and their respective successors and assigns, and may be enforced by it or them from time to time against any or all Borrowers
as often as occasion therefor may arise and without requirement on the part of Administrative Agent, or any Lender, successor or
assign first to marshal any of its or their claims or to exercise any of its or their rights against any Borrower or to exhaust any remedies
available to it or them against any Borrower or to resort to any other source or means of obtaining payment of any of the Obligations
hereunder or to elect any other remedy.  The provisions of this Section 10.17 shall remain in effect until all of the Obligations
shall have been paid in full or otherwise fully satisfied.  If at any time, any payment, or any part thereof, made in respect of any of the
Obligations, is rescinded or must otherwise be restored or returned by the Administrative Agent or any Lender upon the insolvency,
bankruptcy or reorganization of any Borrower, or otherwise, the provisions of this Section 10.17 will forthwith be reinstated in
effect, as though such payment had not been made.


(vii)Each Borrower hereby agrees that it will not enforce any of its rights of contribution or subrogation
against any other Borrower with respect to any liability incurred by it hereunder or under any of the other Loan Documents, any
payments made by it to the Administrative Agent or any Lender with respect to any of the Obligations or any collateral security therefor
until such time as all of the Obligations have been paid in full in cash.  Any claim which any Borrower may have against the other
Borrowers with respect to any payments to the Administrative Agent or any Lender hereunder or under any other Loan Documents are
hereby expressly made subordinate and junior in right of payment, including without limitation, as to any increases in the Obligations
arising hereunder or thereunder, to the prior payment in full in cash of the Obligations and, in the event of any insolvency, bankruptcy,
receivership, liquidation, reorganization or other similar proceeding under the laws of any jurisdiction relating to any Borrower, its debts
or its assets, whether voluntary or involuntary, all such Obligations shall be paid in full in cash before any payment or distribution of any
character, whether in cash, securities or other property, shall be made to the other Borrowers therefor.


(viii)Notwithstanding any provision to the contrary contained herein or in any of the other Loan Documents,
to the extent the obligations of any Borrower shall be adjudicated to be invalid or unenforceable for any reason (including, without
limitation, because of any applicable state or federal law relating to fraudulent conveyances or transfers) then the obligations of such
Borrower hereunder shall be limited to the maximum amount that is permissible under applicable law (whether federal or state and
including, without limitation, the Bankruptcy Code of the United States).


(iv)Each Borrower hereby appoints the Parent to act as its agent for all purposes under this agreement
(including, without limitation, with respect to all matters related to the borrowing and repayment of Loans) and agrees that (a) the Parent
may execute such documents on behalf of the Borrowers as the Parent deems appropriate in its sole discretion and the Borrowers shall
be obligated by all of the terms of any such document executed on their behalf, (b) any notice or communication delivered by the
Administrative Agent or any Lender to the Parent shall be deemed delivered to each Borrower and (c) the Administrative Agent or the
Lenders may accept, and be permitted to rely on, any document, instrument or agreement executed by the Parent on behalf of the
Borrowers.

 


10.18ENTIRE AGREEMENT.


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



10.19Hazardous Material Indemnity.




Each of Borrowers hereby agrees to indemnify, hold harmless and defend (by counsel reasonably
satisfactory to the Administrative Agent) the Administrative Agent and each of the Lenders and their respective directors, officers,
employees, agents, successors and assigns from and against any and all claims, losses, damages, liabilities, fines, penalties, charges,
administrative and judicial proceedings and orders, judgments, remedial action requirements, enforcement actions of any kind, and all
costs and expenses incurred in connection therewith (including but not limited to reasonable attorneys' fees and the reasonably
allocated costs of attorneys employed by the Administrative Agent or any Lender, and expenses to the extent that the defense of any
such action has not been assumed by Borrowers), arising directly or indirectly out of (i) the presence on, in, under or about any Real
Property of any Hazardous Materials, or any releases or discharges of any Hazardous Materials on, under or from any Real Property
and (ii) any activity carried on or undertaken on or off any Real Property by Borrowers or any of its predecessors in title, whether prior to
or during the term of this Agreement, and whether by Borrowers or any predecessor in title or any employees, agents, contractors or
subcontractors of Borrowers or any predecessor in title, or any third persons at any time occupying or present on any Real Property, in
connection with the handling, treatment, removal, storage, decontamination, clean-up, transport or disposal of any Hazardous Materials
at any time located or present on, in, under or about any Real Property.  The foregoing indemnity shall further apply to any residual
contamination on, in, under or about any Real Property, or affecting any natural resources, and to any contamination of any Property or
natural resources arising in connection with the generation, use, handling, storage, transport or disposal of any such Hazardous
Materials, and irrespective of whether any of such activities were or will be undertaken in accordance with applicable Laws, but the
foregoing indemnity shall not apply to Hazardous Materials on any Real Property, the presence of which is caused by the Administrative
Agent or the Lenders.  Borrowers hereby acknowledge and agree that, notwithstanding any other provision of this Agreement or any of
the other Loan Documents to the contrary, the obligations of Borrowers under this Section shall be unlimited corporate
obligations of Borrowers and shall not be secured by any Lien on any Real Property.  Any obligation or liability of Borrowers to any
Indemnitee under this Section 10.19 shall survive the expiration or termination of this Agreement and the repayment of all Loans
and the payment and performance of all other Obligations owed to the Lenders.


10.20Release of a Borrower.


(a)Notwithstanding anything to the contrary contained in this Agreement, Parent may sell, assign,
transfer or dispose of its interest in another Borrower (other than Operating Partnership) that is a Subsidiary of Parent;
provided, that, on or before the closing of such sale the Borrowers shall have delivered to the Administrative Agent a
certification, together with such other evidence as Administrative Agent may require, that the Borrowers will be in compliance with all
terms of this Agreement after giving effect to such sale, assignment, transfer or other disposition; and, provided,
further, that from and after any such sale, the assets of such Borrower shall no longer be included within the Unencumbered
Asset Pool.  Administrative Agent shall promptly notify the Lenders of any such sale, assignment, transfer or other disposition permitted
hereunder.  


(b)If the Borrowers withdraw a Qualified Asset Pool Property from the Unencumbered Asset Pool in
accordance with Section 2.16 and after giving effect to such withdrawal, a Borrower (other than the Parent or the Operating
Partnership) no longer owns any Real Property that is part of the Unencumbered Asset Pool, the Borrowers may request that such
Borrower be released from its obligations under the Credit Documents.


(c)Upon a sale in accordance with clause (a) above or a request in accordance with clause (b) above, the
Administrative Agent shall, at the expense of the Borrowers, take such action as reasonably appropriate to effect such release.


 

10.21No Advisory or Fiduciary Responsibility.  


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




















[Signatures to follow]



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

ALEXANDRIA REAL ESTATE EQUITIES, INC., a Maryland corporation


 

By:/s/ Dean A. Shigenaga
Name:  Dean A. Shigenaga

Title:  Chief Financial Officer


 


ALEXANDRIA REAL ESTATE EQUITIES, L.P., a Delaware limited partnership

By:ARE-QRS Corp., a Maryland corporation, general partner




By:/s/ Dean A. Shigenaga
Name:  Dean A. Shigenaga

Title:  Chief Financial Officer


 


ARE-QRS CORP., a Maryland corporation


 

By:/s/ Dean A. Shigenaga
Name:  Dean A. Shigenaga

Title:  Chief Financial Officer


 


ARE ACQUISITIONS, LLC, a Delaware limited liability company

By:ARE-QRS Corp., a Maryland corporation, managing member





By: /s/ Dean A. Shigenaga
Name:  Dean A. Shigenaga

Title:  Chief Financial Officer



ARE-1201/1208 EASTLAKE AVENUE, LLC

ARE-1208 EASTLAKE AVENUE, LLC

ARE-129/153/161 HILL STREET, LLC

ARE-HARBOR BAY NO. 4, LLC

ARE-EASTLAKE AVENUE NO. 3, LLC

ARE-MA REGION NO. 23, LLC

ARE-MA REGION NO. 26, LLC

ARE-MA REGION NO. 28, LLC

ARE-MA REGION NO. 30, LLC

ARE-ORANGE COAST, LLC

ARE-SAN FRANCISCO NO. 26, LLC

ARE-SEATTLE NO. 10, LLC

ARE-SEATTLE NO. 12, LLC

ARE-SEATTLE NO. 16, LLC

LMC STORAGE, LLC

ARE-MA REGION NO. 13, LLC

ARE-MA REGION NO. 14, LLC

ARE-MA REGION NO. 19, LLC

ARE-MA REGION NO. 20, LLC

ARE-MA REGION NO. 21, LLC

ARE-MARYLAND NO. 23, LLC

ARE-MD NO. 1, LLC

ARE-PA REGION NO. 6, LLC

JP HOSPITALITY, LLC

ARE-SAN FRANCISCO NO. 15, LLC

ARE-MA REGION NO. 25, LLC

ARE-MA REGION NO. 33 LLC

JC TWINS, LLC

ARE-SAN FRANCISCO NO. 31, LLC, each a Delaware limited liability company


By:  Alexandria Real Estate Equities, L.P., a Delaware limited partnership, their sole member

By:  ARE-QRS Corp., a Maryland

corporation, general partner


By:/s/ Dean A. Shigenaga
Name:  Dean A. Shigenaga

Title:  Chief Financial Officer


 

 




ARE-10150 Old Columbia, LLC

ARE-10505 Roselle Street, LLC

ARE-108 Alexander Road

ARE-150/154 TECHNOLOGY PARKWAY, LLC

ARE-170 WILLIAMS DRIVE, LLC

ARE-19 FIRSTFIELD ROAD, LLC

ARE-2425/2400/2450 GARCIA BAYSHORE, LLC

ARE-2625/2627/2631 HANOVER, LLC

ARE-279 PRINCETON ROAD, LLC

ARE-3005 FIRST AVENUE, LLC

ARE-3770 TANSY STREET, LLC

ARE-480 ARSENAL STREET, LLC

ARE-5 TRIANGLE DRIVE, LLC

ARE-500 ARSENAL STREET, LLC

ARE-6146 NANCY RIDGE, LLC

ARE-7030 KIT CREEK, LLC

ARE-770/784/790 MEMORIAL DRIVE, LLC

ARE-819/863 MITTEN ROAD, LLC

ARE-EAST JAMIE COURT, LLC

ARE-NEXUS CENTRE II, LLC, each a Delaware limited liability company


By:  Alexandria Real Estate Equities, L.P., a Delaware limited partnership, their managing member

By:  ARE-QRS Corp., a Maryland

corporation, general partner


By:/s/ Dean A. Shigenaga
Name:  Dean A. Shigenaga

Title:  Chief Financial Officer


 




ARE-MARYLAND NO. 25, LLC

ARE-MARYLAND NO. 26, LLC

ARE-MARYLAND NO. 27, LLC

ARE-MARYLAND NO. 31, LLC, each a

Maryland limited liability company

By:Alexandria Real Estate Equities, L.P., a Delaware limited partnership, their sole member

By:ARE-QRS Corp., a Maryland corporation, general partner


By:/s/ Dean A. Shigenaga
Name:  Dean A. Shigenaga

Title:  Chief Financial Officer


 





ARE-5 RESEARCH PLACE, LLC

ARE-MARYLAND NO. 32, LLC, each a Maryland limited liability company


By:  Alexandria Real Estate Equities, L.P., a Delaware limited partnership, their managing member

By:  ARE-QRS Corp., a Maryland corporation, general partner


By:/s/ Dean A. Shigenaga

Name:  Dean A. Shigenaga

Title:  Chief Financial Officer

















ARE-10933 NORTH TORREY PINES, LLC

ARE-11099 NORTH TORREY PINES, LLC, each a Delaware limited liability company

By:Alexandria Real Estate Equities, Inc., a Maryland corporation, their managing member

By:/s/ Dean A. Shigenaga
Name:  Dean A. Shigenaga

Title:  Chief Financial Officer



















ARE-381 PLANTATION STREET, LLC

ARE-60 WESTVIEW, LLC

ARE-ONE INNOVATION DRIVE, LLC, each a Delaware limited liability company


By:  AREE-Holdings, L.P., a Delaware limited partnership, their managing member

By:ARE-GP Holdings QRS Corp., a Delaware corporation, general partner




By:/s/ Dean A. Shigenaga
Name:  Dean A. Shigenaga

Title:  Chief Financial Officer


 




ARE-PA REGION NO. 3, L.P.

ARE-PA REGION NO. 4, L.P.

ARE-702 ELECTRONIC DRIVE, L.P., each a Delaware limited partnership

By:AREE-Holdings, L.P., a Delaware limited partnership, their general partner

By:ARE-GP Holdings QRS Corp., a Delaware corporation, general partner



By:/s/ Dean A. Shigenaga
Name:  Dean A. Shigenaga

Title:  Chief Financial Officer


 




ARE-VIRGINIA NO. 2, LLC, a Delaware limited liability company

By:ARE-Virginia No. 2 Member, LLC, a Delaware limited liability company, sole member

By:Alexandria Real Estate Equities, Inc., a Maryland corporation, sole member



By:/s/ Dean A. Shigenaga
Name:  Dean A. Shigenaga

Title:  Chief Financial Officer


 





ARE-Maryland No. 7 Corp.

ARE-Maryland No. 8 Corp., each a Maryland corporation


 

By: /s/ Dean A. Shigenaga
Name:  Dean A. Shigenaga

Title:  Chief Financial Officer


 


ARE-MARYLAND NO. 30, LLC, a Maryland limited liability company

By:ARE-Maryland No. 29, LLC, a Delaware limited liability company, sole member


By:Alexandria Real Estate Equities, L.P., a Delaware limited partnership, sole member

By:ARE-QRS Corp., a Maryland corporation, general partner


By:/s/ Dean A. Shigenaga
Name:  Dean A. Shigenaga

Title:  Chief Financial Officer


 





ARE-SAN FRANCISCO NO. 21, LP, a California limited partnership

By:ARE-San Francisco No. 21 GP, LLC, a Delaware limited liability company, general partner


By:Alexandria Real Estate Equities, L.P., a Delaware limited partnership, sole member

By:ARE-QRS Corp., a Maryland corporation, general partner


By:/s/ Dean A. Shigenaga
Name:  Dean A. Shigenaga

Title:  Chief Financial Officer


 

 

 

 

















Address for all the foregoing:

Alexandria Real Estate Equities, Inc.

385 E. Colorado Blvd., Suite 299

Pasadena, CA  91101

Attention:  Joel S.  Marcus, Chief Executive Officer

Telephone:(626) 578-0777

Telecopier:(626) 578-0770

BANK OF AMERICA, N.A.,

as Administrative Agent


 

By:/s/ Liliana Claar
Name:  Liliana Claar

Title:  Vice President



BANK OF AMERICA, N.A.,

as a Lender, L/C Issuer, and Swing Line Lender


 

By:/s/ Thomas R. Sullivan
Name:  Thomas R. Sullivan

Title:  Vice President



TAIPEI FUBON COMMERCIAL BANK

NEW YORK AGENCY


 

By:/s/ Sophia Jing
Name:  Sophia Jing

Title:  VP & General Manager













MERRILL LYNCH BANK USA


 

By:/s/ Louis Alder
Name:  Louis Alder

Title:  Director













UNITED OVERSEAS BANK LIMITED,

LOS ANGELES AGENCY


 

By:/s/ Hoong Chen
Name:  Hoong Chen

Title:  FVP and GM













SOCIETE GENERALE


 

By:/s/ Joseph T. Martinez Jr.
Name:  Joseph T. Martinez Jr.

Title:  Director













STATE BANK OF INDIA, LOS ANGELES

AGENCY


 

By:/s/ Mr. K.S.S. Naidu
Name:  Mr. K.S.S. Naidu

Title:  Vice President













C.M. LIFE INSURANCE COMPANY



By:  Babson Capital Management LLC, as Investment Sub-Advisor


 

By:/s/ Emeka O. Onukwugha
Name:  Emeka O. Onukwugha

Title:  Managing Director













MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY



By:  Babson Capital Management LLC, as Investment Sub-Advisor


 

By:/s/ Emeka O. Onukwugha
Name:  Emeka O. Onukwugha

Title:  Managing Director













BANK OF THE WEST




By:/s/ Wendy Reed
Name:  Wendy Reed

Title:  Vice President



By:/s/ Chuck Weerasooriya
Name:  Chuck Weerasooriya, CFA

Title:  Senior Vice President


 













FORTIS CAPITAL CORP




By:/s/ Alan Krouk
Name:  Alan Krouk

Title:  Managing Director



By:/s/ Barry Chung
Name:  Barry Chung

Title:  Senior Vice President


 













LAND BANK OF TAIWAN




By:/s/ Henry C.R. Leu
Name:  Henry C.R. Leu

Title:  Vice President & General Manager Los     Angeles Branch













THE ROYAL BANK OF SCOTLAND PLC




By:/s/ Neil Crawford
Name:  Neil Crawford

Title:  Senior Vice President













HUA NAN COMMERCIAL BANK, LTD. LOS ANGELES BRANCH




By:/s/ Oliver C.H. Shu
Name:  Neil Crawford

Title:  VP & General Manager













SOVEREIGN BANK




By:/s/ T. Gregory Donohue
Name:  T. Gregory Donohue

Title:  Senior Vice President













CALYON, NEW YORK BRANCH




By:/s/ John A. Wain
Name:  John A. Wain

Title:  Managing Director


 


By:/s/ Paul T. Ragusin
Name:  Paul T. Ragusin

Title:  Director













PB (USA) REALTY CORPORATION




By:/s/ Michael Rogers
Name:  Michael Rogers

Title:  Assistant Vice President


 


By:/s/ Olivia Lam
Name:  Olivia Lam

Title:  Asst. Treasurer














HSH NORDBANK AG, NEW YORK BRANCH




By:/s/ James R. Fitzgerald
Name:  James R. Fitzgerald

Title:  Senior Vice President, Head of Real Estate


 


By:/s/ Jeffrey J. O'Brien
Name:  Jeffrey J. O'Brien

Title:  Vice President, Real Estate Finance













ERSTE BANK DER OESTERREICHISCHEN SPARKASSEN AG




By:/s/ Gregory Aptman
Name:  Gregory Aptman

Title:  Vice President


 


By:/s/ Bryan Lynch
Name:  Bryan Lynch

Title:  First Vice President













COMPASS BANK




By:/s/ Johanna Duke Paley
Name:  Johanna Duke Paley

Title:  Senior Vice President













THE BANK OF NOVA SCOTIA




By:/s/ Mark Sparrow
Name:  Mark Sparrow

Title:  Director













AMSOUTH BANK




By:/s/ Kerri L. Raines
Name:  Kerri L. Raines

Title:  Assistant Vice President













CHANG HWA COMMERCIAL BANK, LTD., LOS ANGELES BRANCH




By:/s/ Wen Che Chen
Name:  Wen Che Chen

Title:  Vice President & General Manager













BMO CAPITAL MARKETS FINANCING, INC.




By:/s/ Virginia Neale
Name:  Virginia Neale

Title:  Vice President













PACIFIC WESTERN BANK, A CALIFORNIA STATE-CHARTERED BANK




By:/s/ Steven Clark
Name:  Steven Clark

Title:  Vice President













FIRST HORIZON BANK,

a division of First Tennessee Bank, NA




By:/s/ Kenneth W. Rub
Name:  Kenneth W. Rub

Title:  Vice President













CATHAY UNITED BANK




By:/s/ Allen Peng
Name:  Allen Peng

Title:  EVP & General Manager













CITICORP NORTH AMERICA, INC.




By:/s/ Niraj R. Shah
Name:  Niraj R. Shah

Title:  Vice President













UNION BANK OF CALIFORNIA




By:/s/ Angela D. Smailey
Name:  Angela D. Smailey

Title:  Vice President













UBS LOAN FINANCE LLC




By:/s/ Richard L. Tavrow
Name:  Richard L. Tavrow

Title:  Director


 


By:/s/ Irja R. Otsa
Name:  Irja R. Otsa

Title:  Associate Director













MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD, NEW YORK BRANCH




By:/s/ Nae-Yee Lung
Name:  Nae-Yee Lung

Title:  SVP & General Manager













CHEVY CHASE BANK, F.S.B.




By:/s/ Frederick H. Denecke
Name:  Frederick H. Denecke

Title:  Vice President













EUROHYPO AG, NEW YORK BRANCH




By:/s/ John Lippmann
Name:  John Lippmann

Title:  Vice President


 


By:/s/ Stephen Cox
Name:  Stephen Cox

Title:  Director













COMERICA BANK




By:/s/ James Graycheck
Name:  James Graycheck

Title:  Vice President













MIDFIRST BANK, A FEDERALLY CHARTERED SAVING ASSOCIATION




By:/s/ Darrin Rigler
Name:  Darrin Rigler

Title:  Vice President













THE BANK OF TOKYO - MITSUBISHI UFJ, LTD.




By:/s/ Yoichi Orikasa
Name:  Yoichi Orikasa

Title:  Vice President & Manager













TAIWAN BUSINESS BANK




By:/s/ Ben Chou
Name:  Ben Chou

Title:  VP & General Manager













PEOPLE'S BANK




By:/s/ Anne Kuchinski
Name:  Anne Kuchinski

Title:  Vice President













SUNTRUST BANK




By:/s/ Gregory T. Horstman
Name:  Gregory T. Horstman

Title:  Senior Vice President













SCOTIABANC, INC.




By:/s/ Nadine Bell
Name:  Nadine Bell

Title:  Senior Manager