Unassociated Document


    Exhibit
10.1

    


    SECOND
AMENDED AND RESTATED CREDIT AGREEMENT

    


    dated as
of

    


    NOVEMBER
20, 2009

    


    among

    


    EDUCATION
REALTY OPERATING PARTNERSHIP, LP

    AND
CERTAIN OF ITS SUBSIDIARIES, as Borrower

    


    and

    


    The
Lenders Party Hereto

    


    and

    


    KEYBANK,
NATIONAL ASSOCIATION,

    as
Administrative Agent

    


    REGIONS
BANK

    


    as
Syndication Agent

    


    PNC BANK,
NATIONAL ASSOCIATION

    


    as
Documentation Agent

    
      
        	  
      


      

KEYBANC
CAPITAL MARKETS and REGIONS CAPITAL MARKETS,

    AS CO-
BOOKRUNNERS AND CO-LEAD ARRANGERS


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    TABLE
OF CONTENTS

    
      


      
        
          
            
              
                	
                        ARTICLE
      I Definitions

                      	
                        2

                      
	
                        SECTION
      1.01 Defined Terms

                      	
                        2

                      
	
                        SECTION
      1.02 Classification of Loans and Borrowings

                      	
                        20

                      
	
                        SECTION
      1.03 Terms Generally

                      	
                        20

                      
	
                        SECTION
      1.04 Accounting Terms; GAAP

                      	
                        20

                      
	 	 
	
                        ARTICLE
      II The Credits

                      	
                        21

                      
	
                        SECTION
      2.01 Commitments

                      	
                        21

                      
	
                        SECTION
      2.02 Loans and Borrowings.

                      	
                        21

                      
	
                        SECTION
      2.03 Requests for Revolving Borrowings

                      	
                        22

                      
	
                        SECTION
      2.04 Swingline.

                      	
                        22

                      
	
                        SECTION
      2.05 Letters of Credit.

                      	
                        24

                      
	
                        SECTION
      2.06 Funding of Borrowings.

                      	
                        28

                      
	
                        SECTION
      2.07 Interest Elections.

                      	
                        29

                      
	
                        SECTION
      2.08 Termination, Reduction and Increase of Commitments.

                      	
                        30

                      
	
                        SECTION
      2.09 Repayment of Loans; Evidence of Debt.

                      	
                        31

                      
	
                        SECTION
      2.10 Prepayment of Loans.

                      	
                        32

                      
	
                        SECTION
      2.11 Fees.

                      	
                        33

                      
	
                        SECTION
      2.12 Interest.

                      	
                        34

                      
	
                        SECTION
      2.13 Alternate Rate of Interest

                      	
                        35

                      
	
                        SECTION
      2.14 Increased Costs.

                      	
                        35

                      
	
                        SECTION
      2.15 Break Funding Payments

                      	
                        36

                      
	
                        SECTION
      2.16 Taxes.

                      	
                        37

                      
	
                        SECTION
      2.17 Payments Generally; Pro Rata Treatment; Sharing of
      Set-offs.

                      	
                        38

                      
	
                        SECTION
      2.18 Mitigation Obligations; Replacement of Lenders.

                      	
                        39

                      
	
                        SECTION
      2.19 Extension.

                      	
                        41

                      
	 	 
	
                        ARTICLE
      III Representations and Warranties

                      	
                        42

                      
	
                        SECTION
      3.01 Organization; Powers

                      	
                        42

                      
	
                        SECTION
      3.02 Authorization; Enforceability

                      	
                        42

                      
	
                        SECTION
      3.03 Governmental Approvals; No Conflicts

                      	
                        42

                      
	
                        SECTION
      3.04 Financial Condition; No Material Adverse Change.

                      	
                        43

                      
	
                        SECTION
      3.05 Properties.

                      	
                        43

                      
	
                        SECTION
      3.06 Intellectual Property

                      	
                        45

                      
	
                        SECTION
      3.07 Litigation and Environmental Matters.

                      	
                        45

                      
	
                        SECTION
      3.08 Compliance with Laws and Agreements

                      	
                        47

                      
	
                        SECTION
      3.09 Investment and Holding Company Status

                      	
                        47

                      
	
                        SECTION
      3.10 Taxes

                      	
                        47

                      
	
                        SECTION
      3.11 ERISA

                      	
                        47

                      
	
                        SECTION
      3.12 Disclosure

                      	
                        47

                      
	
                        SECTION
      3.13 Insurance

                      	
                        48

                      
	
                        SECTION
      3.14 Margin Regulations

                      	
                        48

                      


              

            

          

        

      

      


      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

      


      
        
          
            
              
                
                  
                    
                      
                        	
                                SECTION
      3.15 Subsidiaries; REIT Qualification

                              	
                                48

                              
	 	 
	
                                ARTICLE
      IV Conditions

                              	
                                48

                              
	
                                SECTION
      4.01 Effective Date

                              	
                                48

                              
	
                                SECTION
      4.02 Each Credit Event

                              	
                                49

                              
	 	 
	
                                ARTICLE
      V Affirmative Covenants

                              	
                                50

                              
	
                                SECTION
      5.01 Financial Statements; Ratings Change and Other
      Information

                              	
                                50

                              
	
                                SECTION
      5.02 Financial Tests

                              	
                                51

                              
	
                                SECTION
      5.03 Notices of Material Events

                              	
                                52

                              
	
                                SECTION
      5.04 Existence; Conduct of Business

                              	
                                52

                              
	
                                SECTION
      5.05 Payment of Obligations

                              	
                                52

                              
	
                                SECTION
      5.06 Maintenance of Properties; Insurance.

                              	
                                53

                              
	
                                SECTION
      5.07 Books and Records; Inspection Rights.

                              	
                                54

                              
	
                                SECTION
      5.08 Compliance with Laws

                              	
                                54

                              
	
                                SECTION
      5.09 Use of Proceeds and Letters of Credit

                              	
                                54

                              
	
                                SECTION
      5.10 Fiscal Year

                              	
                                55

                              
	
                                SECTION
      5.11 Environmental Matters.

                              	
                                55

                              
	
                                SECTION
      5.12 Property Pool.

                              	
                                56

                              
	
                                SECTION
      5.13 Further Assurances

                              	
                                57

                              
	
                                SECTION
      5.14 Partial Releases

                              	
                                58

                              
	
                                SECTION
      5.15 Parent Covenants

                              	
                                58

                              
	 	 
	
                                ARTICLE
      VI Negative Covenants

                              	
                                59

                              
	
                                SECTION
      6.01 Sale/Leaseback

                              	
                                59

                              
	
                                SECTION
      6.02 Liens

                              	
                                59

                              
	
                                SECTION
      6.03 Fundamental Changes

                              	
                                60

                              
	
                                SECTION
      6.04 Investments, Loans, Advances and Acquisitions

                              	
                                60

                              
	
                                SECTION
      6.05 Hedging Agreements

                              	
                                61

                              
	
                                SECTION
      6.06 Restricted Payments

                              	
                                61

                              
	
                                SECTION
      6.07 Transactions with Affiliates

                              	
                                62

                              
	
                                SECTION
      6.08 Parent Negative Covenants

                              	
                                62

                              
	
                                SECTION
      6.09 Restrictive Agreements

                              	
                                62

                              
	
                                SECTION
      6.10 Indebtedness

                              	
                                62

                              
	 	 
	
                                ARTICLE
      VII Events of Default

                              	
                                63

                              
	 	 
	
                                ARTICLE
      VIII The Administrative Agent

                              	
                                66

                              
	 	 
	
                                ARTICLE
      IX Miscellaneous

                              	
                                68

                              
	
                                SECTION
      9.01 Notices

                              	
                                68

                              
	
                                SECTION
      9.02 Waivers; Amendments.

                              	
                                68

                              
	
                                SECTION
      9.03 Expenses; Indemnity; Damage Waiver.

                              	
                                70

                              
	
                                SECTION
      9.04 Successors and Assigns.

                              	
                                71

                              
	
                                SECTION
      9.05 Survival

                              	
                                74

                              
	
                                SECTION
      9.06 Counterparts; Integration; Effectiveness; Joint and
      Several.

                              	
                                74

                              


                      

                    

                  

                

              

            

          

        

      

      


      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

      


      
        
          	
                  SECTION
      9.07 Severability

                	
                  76

                
	
                  SECTION
      9.08 Right of Setoff

                	
                  76

                
	
                  SECTION
      9.09 Governing Law; Jurisdiction; Consent to Service of
      Process.

                	
                  76

                
	
                  SECTION
      9.10 WAIVER OF JURY TRIAL

                	
                  77

                
	
                  SECTION
      9.11 Headings

                	
                  77

                
	
                  SECTION
      9.12 Confidentiality

                	
                  77

                
	
                  SECTION
      9.13 Interest Rate Limitation

                	
                  78

                
	
                  SECTION
      9.14 USA PATRIOT Act

                	
                  78

                


        

      

      

        
          
             


          

          
            iii

            
              

            

          

          
             


          

        

      

    

     

    SCHEDULES:

    


    Schedule
2.01 – Commitments

    Schedule
3.05(f) – Earthquake or Seismic Area

    Schedule
3.07 – ADA Disclosure

    Schedule
3.15 – Subsidiaries

    Schedule
5.12 – Pool

    Schedule
6.02 — Existing Liens


    


    EXHIBITS:

    


    Exhibit A
— Form of Assignment and Acceptance

    Exhibit B
– Form of Compliance Certificate

    
      Exhibit C
– Form of Guaranty

    

    
      Exhibit D
– Form of Note

    

    
      Exhibit E
– Form of Borrowing Request/Interest Rate Election

    

    
      Exhibit F
– Joinder Agreement

    


    
      
         


      

      
        iv

        
          

        

      

      
         


      

    

    


    THIS
SECOND AMENDED AND RESTATED CREDIT AGREEMENT AMENDS AND RESTATES THAT CERTAIN
AMENDED AND RESTATED CREDIT AGREEMENT  DATED MARCH 30, 2006 (AS SAME
WAS AMENDED FROM TIME TO TIME, THE "ORIGINAL CREDIT AGREEMENT"), ENTERED INTO
BETWEEN EDUCATION REALTY OPERATING PARTNERSHIP, LP

    AND
CERTAIN OF ITS SUBSIDIARIES, AS BORROWER, KEYBANK NATIONAL ASSOCIATION, AS
ADMINISTRATIVE AGENT, COMMERRZBANK AG NEW YORK BRANCH

    AND

    UBS
SECURITIES LLC

    AS
CO-SYNDICATION AGENTS, KEYBANC CAPITAL MARKETS,

    AS SOLE
BOOKRUNNER AND LEAD ARRANGER, ALLIED IRISH BANKS, P.L.C. AS DOCUMENTATION AGENT,
AND THE VARIOUS LENDERS PARTY THERETO

    


    
      SECOND
AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) dated as
of

    

    
      November
20, 2009, among

    

    


    
      EDUCATION
REALTY OPERATING PARTNERSHIP, LP, a Delaware limited
partnership,

    

    
      EDR
Athens I, LLC, a Delaware limited liability company,

    

    
      EDR
Tallahassee I, LLC, a Delaware limited liability company,

    

    
      EDR
Oxford, LLC, a Delaware limited liability company,

    

    
      EDR
Tallahassee Limited Partnership, a Delaware limited
partnership,

    

    
      EDR
Lawrence Limited Partnership, a Delaware limited partnership,

    

    
      the
LENDERS party hereto,

    

    
      KEYBANK,
NATIONAL ASSOCIATION, as Administrative Agent,

    

    
      REGIONS
BANK, as Syndication Agent,

    

    
      PNC BANK,
NATIONAL ASSOCIATION, as Documentation Agent, and

    

    
      KEYBANC
CAPITAL MARKETS and REGIONS CAPITAL MARKETS, as Co- Bookrunners and Co-Lead
Arrangers

    

     

    The
parties hereto agree as follows:

     

    WHEREAS,
the Borrower, KeyBank National Association and the other parties referenced
above (the "Original Lenders") entered into the Original Credit Agreement
wherein loans and other financial accommodations were extended to the Borrower;
and

     

    WHEREAS,
certain of the Original Lenders have assigned their interests in under the
Original Credit Agreement to KeyBank National Association; and


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    WHEREAS,
the Borrower, KeyBank, National Association, as the Administrative Agent and the
Lenders which have not been replaced, together with certain new Lenders party
hereto, desire to modify, amend and restate the Original Credit Agreement as
provided herein.

     

    ARTICLE
I


     

    Definitions

     

    SECTION
1.01 Defined
Terms.  As
used in this Agreement, the following terms have the meanings specified
below:

     

    “ABR,” when used in
reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are bearing interest at a rate determined by
reference to the Alternate Base Rate.

     

    “Adjusted EBITDA”
means, for a given testing period, EBITDA less the Capital Expenditure
Reserve.

     

    “Adjusted LIBO Rate”
means, with respect to any Eurodollar Borrowing for any Interest Period, an
interest rate per annum (rounded upwards, if necessary, to the next 1/100 of 1%)
equal to (a) the LIBO Rate for such Interest Period multiplied by
(b) the Statutory Reserve Rate.

     

    “Administrative Agent”
means KeyBank, National Association, in its capacity as administrative agent for
the Lenders hereunder.

     

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

     

    “Affiliate” means,
with respect to a specified 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.

     

    “Alternate Base Rate”
means, for any day, a rate per annum equal to the greatest of (a) the Prime
Rate in effect on such day,  (b) the Federal Funds Effective Rate in
effect on such day plus 1/2 of 1%, and (c) the then applicable Adjusted LIBO
Rate for one month interest periods, plus 1.00% per annum.  Any change
in the Alternate Base Rate due to a change in the Prime Rate, the Federal Funds
Effective Rate or the Adjusted LIBO Rate shall be effective from and including
the effective date of such change in the Prime Rate, the Federal Funds Effective
Rate or the Adjusted LIBO Rate, respectively.

     

    “Applicable
Percentage” means, with respect to any Lender, the percentage of the
total Commitments represented by such Lender's Commitment.  If the
Commitments have terminated or expired, the Applicable Percentages shall be
determined based upon the Revolving Credit Exposure most recently in effect,
giving effect to any assignments.

     

    “Applicable Rate”
means, for any day, with respect to any ABR Loan or Eurodollar Revolving Loan,
as the case may be, the applicable rate per annum set forth below under
the


    
      
         


      

      
        - 2
-

        
          

        

      

      
         


      

    


    caption
“ABR Spread” or “Eurodollar Spread,” as the case may be, based upon the Total
Leverage Ratio applicable on such date:

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Total
      Leverage Ratio

                                	 	
                                  ABR

                                  Spread

                                	 	 	
                                  Eurodollar

                                  Spread

                                	 
	
                                  Category 1

                                  <50%

                                	 	 	2.00	%	 	 	3.00	%
	
                                  Category 2

                                  >50% but <55%

                                	 	 	2.25	%	 	 	3.25	%
	
                                  Category 3

                                  >55%

                                	 	 	2.50	%	 	 	3.50	%


                        

                      

                    

                  

                

              

            

          

        

      

    

    


    Each
change in the Applicable Rate shall apply during the period commencing on the
date of the most recent Compliance Certificate delivered to the Administrative
Agent and ending on the date of receipt of the next Compliance Certificate
pursuant to Section
5.01(c).  If a Compliance Certificate is not delivered to the
Administrative Agent in accordance with Section 5.01(c) the
Applicable Rate shall be deemed to be in Category 3 until the required
Compliance Certificate is delivered to the Administrative Agent.

     

    “Appraisal” (whether
one or more) means a written appraisal of the Mortgaged Properties by an
appraiser satisfactory to the Administrative Agent.  Each Appraisal
must comply with all Legal Requirements and, unless specifically provided to the
contrary in this Agreement, must be in form and substance satisfactory to the
Administrative Agent.

     

    “Appraised Value”
means the value of Real Property, as set forth in the Appraisal for such Real
Property.

     

    “Approved Fund” has
the meaning set forth in Section
9.04(b).

     

    “Assets Under
Development” means all Real Property, or phases thereof, that is under
construction or development as an income-producing project in a diligent manner
and in accordance with industry standard construction schedules, but for which a
certificate of occupancy has not been issued.

     

    “Assignment and
Acceptance” means an assignment and acceptance entered into by a Lender
and an assignee (with the consent of any party whose consent is required by
Section 9.04),
and accepted by the Administrative Agent, in the form of Exhibit A or any
other form approved by the Administrative Agent.

     

    “Availability Period”
means the period from and including the Effective Date to but excluding the
Maturity Date.

     

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


    
      
         


      

      
        - 3
-

        
          

        

      

      
         


      

    

     

    “Borrower” means,
collectively, Education Realty Operating Partnership, LP, a Delaware limited
partnership, EDR Athens I, LLC, a Delaware limited liability company, EDR
Tallahassee I, LLC, a Delaware limited liability company, EDR Oxford, LLC, a
Delaware limited liability company, EDR Tallahassee Limited Partnership, a
Delaware limited partnership, and EDR Lawrence Limited Partnership, a Delaware
limited partnership, and any other Person who from time to time becomes a
“Borrower” as required by Section
5.12.

     

    “Borrowing” means (a)
Revolving Loans of the same Type, made, converted or continued on the same date
and, in the case of Eurodollar Loans, as to which a single Interest Period is in
effect, or (b) a Swingline Loan.

     

    “Borrowing Base
Availability” means, as adjusted from time to time pursuant to the terms
hereof, the aggregate of the following calculated for each Mortgaged Property in
the Pool:  the lesser of (a) sixty percent (60%) of the Pool Value; or
(b) the loan amount which would produce a debt service coverage ratio (defined
as the Net Operating Income for the Pool divided by the annual principal and
interest payments that would be required on a loan for such amount based on a
thirty (30) year amortization and an interest rate equal to seven and one half
percent (7.5%) per annum) of 1.40:1.00.

     

    “Borrowing Request”
means a request by the Borrower for a Revolving Borrowing in accordance with
Section
2.03.

     

    “Business Day” means
any day that is not a Saturday, Sunday or other day on which commercial banks in
Boston, Massachusetts or New York, New York are authorized or required by law to
remain closed; provided that, when
used in connection with a Eurodollar Loan, the term “Business Day” shall
also exclude any day on which banks are not open for dealings in dollar deposits
in the London interbank market.

     

    “Capital Expenditure
Reserve” means, on an annual basis, an amount equal to (a) the
aggregate number of beds available for lease in each Real Property parcel owned
by Borrower or any Subsidiary measured as of the last day of each of the
immediately preceding four (4) calendar quarters and averaged, multiplied by (b)
$125.00.

     

    “Capital Lease
Obligations” of any Person means the obligations of such Person to pay
rent or other amounts under any lease of (or other arrangement conveying the
right to use) real or personal property, or a combination thereof, which
obligations are required to be classified and accounted for as capital leases on
a balance sheet of such Person under GAAP, and the amount of such obligations
shall be the capitalized amount thereof determined in accordance with
GAAP.

     

    “Change in Control”
means (a) the acquisition of ownership, directly or indirectly, beneficially or
of record, by any Person or group (within the meaning of the Securities Exchange
Act of 1934 and the rules of the Securities and Exchange Commission thereunder
as in effect on the date hereof), of shares representing more than thirty
percent (30%) of the aggregate ordinary voting power represented by the issued
and outstanding capital stock of the Parent; (b) occupation of a majority of the
seats (other than vacant seats) on the board of directors of the Parent by
Persons who were neither (i) nominated by the board of directors of the Parent
nor (ii)


    
      
         


      

      
        - 4
-

        
          

        

      

      
         


      

    


    appointed
by directors so nominated; or (c) the acquisition of direct or indirect Control
of the Parent by any Person or group.

     

    “Change in Law” means
(a) the adoption of any law, rule or regulation after the date of this Agreement
by any Governmental Authority, (b) any change in any law, rule or regulation or
in the interpretation or application thereof by any Governmental Authority after
the date of this Agreement or (c) compliance by any Lender or the Issuing Bank
(or, for purposes of Section 2.14(b), by
any lending office of such Lender or by such Lender's or the Issuing Bank's
holding company, if any) with any request, guideline or directive (whether or
not having the force of law) of any Governmental Authority made or issued after
the date of this Agreement.

     

    “Class,” when used in
reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are Revolving Loans or Swingline Loans.

     

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

     

    “Collateral” means all
property, tangible or intangible, real, personal or mixed, now or hereafter
subject to the liens and security interests of the Loan Documents, or intended
so to be.

     

    “Commitment” means,
with respect to each Lender, the commitment of such Lender to make Revolving
Loans and to acquire participations in Letters of Credit and Swingline Loans
hereunder, expressed as an amount representing the maximum aggregate amount of
such Lender's Revolving Credit Exposure hereunder, as such commitment may be
reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section
9.04.  The initial amount of each Lender's Commitment is set
forth on Schedule
2.01, or in the Assignment and Acceptance pursuant to which such Lender
shall have assumed its Commitment, as applicable.  The initial
aggregate amount of the Lenders’ Commitments is $95,000,000.00.

     

    “Compliance
Certificate” has the meaning set forth in Section 5.01(c)
hereof and a form of which is attached hereto as Exhibit
B.

     

    “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, which includes the customary
powers of a managing member of any limited liability company, any general
partner of any limited partnership, or any board of directors of a
corporation.  “Controlling” and
“Controlled”
have meanings correlative thereto.

     

    “Credit Party” means
each Borrower and each Guarantor.

     

    “Current Survey” shall
mean the boundary survey of each of the Mortgaged Properties that is more
particularly described on Schedule 1.01
hereto.

     

    “Deed of Trust”
(whether one or more) means a deed of trust and security agreement, a mortgage
and security agreement, or a security deed and security agreement covering the
Mortgaged Properties.


    
      
         


      

      
        - 5
-

        
          

        

      

      
         


      

    

     

    “Default” means any
event or condition which constitutes an Event of Default or which upon notice,
lapse of time or both would, unless cured or waived, become an Event of
Default.

     

     “Delinquent Lender”
means any Lender that shall fail or refuse to abide by its obligations under
this Agreement, including without limitation its obligation to make available to
Administrative Agent its pro rata share of any
Loans, draws under a Letter of  Credit, Swingline Loan participations,
expenses or setoff and such failure is not cured within five (5) days of receipt
from the Administrative Agent of written notice thereof.

     

    “Dollars” or “$” refers to lawful
money of the United States of America.

     

    “EBITDA” means an
amount derived from (a) net income, plus (b) to the extent included in the
determination of net income, depreciation, amortization, interest expense and
income taxes, plus or minus (c) to the extent included in the determination of
net income, any extraordinary losses or gains resulting from sales or payment of
Indebtedness, and (d) as approved by the Administrative Agent, such approval not
to be unreasonably withheld, any extraordinary, non-recurring expenses
associated with any financing, merger, acquisition, divestiture, or other
capital transaction, in each case, as determined on a consolidated basis in
accordance with GAAP, and including (without duplication) the Equity Percentage
of EBITDA for the Borrower’s Unconsolidated Affiliates.  If EBITDA is
calculated over a period of less than four (4) quarters which includes the month
of August, then the average EBITDA for the months in the calculation period
other than August will be substituted for the August EBITDA.

     

    “EDR” means Education
Realty Operating Partnership, LP, a Delaware limited partnership.

     

    “Effective Date” means
the date on which the conditions specified in Section 4.01 are
satisfied (or waived in accordance with Section 9.02).

     

    “Eligible Ground
Lease” shall mean a lease meeting the following requirements: (a) a
remaining term (including renewal options exercisable at lessee’s sole option)
of at least forty (40) years, (b) may be transferred and/or assigned by lessee
without landlord’s consent and (c) the Administrative Agent has determined that
the ground lease is financeable in that it contains customary lender protection
provisions and provides or allows for, without further consent from the
landlord, (i) notice and right to cure to lessee’s lender, (ii) a pledge and
mortgage of the leasehold interest, (iii) recognition of a foreclosure of the
leasehold interest including no prohibition on entering into a new lease with
the lender, and (iv) no right of landlord to terminate the lease without consent
of lessee’s lender.

     

    “Environmental
Assessment” shall mean a written assessment and report ordered by the
Administrative Agent as to the status of any Mortgaged Properties regarding
compliance with any Legal Requirements related to environmental
matters.  Each Environmental Assessment must comply with all Legal
Requirements.

     

    “Environmental Claim”
means any notice of violation, action, claim, Environmental Lien, demand,
abatement or other order or direction (conditional or otherwise) by any
Governmental


    
      
         


      

      
        - 6
-

        
          

        

      

      
         


      

    


    Authority
or any other Person for personal injury (including sickness, disease or death),
tangible or intangible property damage, damage to the environment, nuisance,
pollution, contamination or other adverse effects on the environment, or for
fines, penalties or restriction, resulting from or based upon (i) the
existence, or the continuation of the existence, of a Release (including,
without limitation, sudden or non-sudden accidental or non-accidental Releases)
of, or exposure to, any Hazardous Material, or other Release in, into or onto
the environment (including, without limitation, the air, soil, surface water or
groundwater) at, in, by, from or related to any property owned, operated or
leased by the Borrower or any of its Subsidiaries or any activities or
operations thereof; (ii) the environmental aspects of the transportation,
storage, treatment or disposal of Hazardous Materials in connection with any
property owned, operated or leased by the Borrower or any of its Subsidiaries or
their operations or facilities; or (iii) the violation, or alleged violation, of
any Environmental Laws or Environmental Permits of or from any Governmental
Authority relating to environmental matters connected with any property owned,
leased or operated by the Borrower or any of its Subsidiaries.

     

    “Environmental
Indemnity” means, collectively, each Environmental Risk Agreement of even
date herewith executed by the Borrower and Guarantor and delivered to the
Administrative Agent, together with each Environmental Risk Agreement hereafter
executed with respect to any of the Mortgaged Properties.

     

    “Environmental Laws”
means all applicable laws, rules, regulations, codes, ordinances, orders,
decrees, judgments, injunctions, or binding agreements issued, promulgated or
entered into by any Governmental Authority, relating in any way to the
environment, preservation or reclamation of natural resources, the management,
release or threatened release of any Hazardous Material or to health and safety
matters and includes (without limitation) the Comprehensive Environmental
Response, Compensation, and Liability Act (“CERCLA”), 42 U.S.C.
§  9601 et
seq., the
Hazardous Materials Transportation Act, 49 U.S.C. §  1801 et seq., the Federal
Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. §  136 et seq., the Resource
Conservation and Recovery Act (“RCRA”), 42 U.S.C.
§  6901 et
seq., the Toxic
Substances Control Act, 15 U.S.C. §  2601 et seq., the Clean Air
Act, 42 U.S.C. §7401 et seq., the Clean Water
Act, 33 U.S.C. §  1251 et seq., the
Occupational Safety and Health Act, 29 U.S.C. §  651 et seq., (to the extent
the same relates to any Hazardous Materials), and the Oil Pollution Act of 1990,
33 U.S.C. §  2701 et seq., as such laws
have been amended or supplemented, and the regulations promulgated pursuant
thereto, and all analogous state and local statutes.

     

    “Environmental
Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or
indemnities), of the Borrower or any Subsidiary directly or indirectly resulting
from or based upon (a) violation of any Environmental Law,
(b) exposure to any Hazardous Materials in violation of any Environmental
Law, (c) the Release or threatened Release of any Hazardous Materials into
the environment in violation of any Environmental Law or (d) any contract,
agreement or other consensual arrangement pursuant to which liability is assumed
or imposed with respect to any of the foregoing.

     

    “Environmental Lien”
means any lien in favor of any Governmental Authority arising under any
Environmental Law.


    
      
         


      

      
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    “Environmental Permit”
means any permit required under any applicable Environmental Law or under any
and all supporting documents associated therewith.

     

    “Equity Percentage”
means the aggregate ownership percentage of Borrower in each Unconsolidated
Affiliate, which shall be calculated as the greater of (a) Borrower’s nominal
capital ownership interest in the Unconsolidated Affiliate as set forth in the
Unconsolidated Affiliate’s organizational documents, and (b) Borrower’s economic
ownership interest in the Unconsolidated Affiliate, reflecting Borrower’s share
of income and expenses of the Unconsolidated Affiliate.

     

    “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) that, together with
the Borrower, is treated as a single employer under Section 414(b) or (c)
of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of
the Code, is treated as a single employer under Section 414 of the
Code.

     

    “ERISA Event” means
(a) any “reportable event”, as defined in Section 4043 of ERISA or the
regulations issued thereunder with respect to a Plan (other than an event for
which the 30-day notice period is waived); (b) the existence with respect
to any Plan of an “accumulated funding deficiency” (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or
Section 303(d) of ERISA of an application for a waiver of the minimum
funding standard with respect to any Plan; (d) the incurrence by the
Borrower or any of its ERISA Affiliates of any liability under Title IV of
ERISA with respect to the termination of any Plan; (e) the receipt by the
Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any
notice relating to an intention to terminate any Plan or Plans or to appoint a
trustee to administer any Plan; (f) the incurrence by the Borrower or any of its
ERISA Affiliates of any liability with respect to the withdrawal or partial
withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the
Borrower or any ERISA Affiliate of any notice, or the receipt by any
Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice,
concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.

     

    “Eurodollar,” when
used in reference to any Loan or Borrowing, refers to whether such Loan, or the
Loans comprising such Borrowing, are bearing interest at a rate determined by
reference to the Adjusted LIBO Rate.

     

    “Event of Default” has
the meaning assigned to such term in Article
VII.

     

    “Excluded Taxes”
means, with respect to the Administrative Agent, any Lender, the Issuing Bank or
any other recipient of any payment to be made by or on account of any obligation
of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured
by) its net income by the United States of America, or by the jurisdiction under
the laws of which such recipient is organized or in which its principal office
is located or, in the case of any Lender, in


    
      
         


      

      
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    which its
applicable lending office is located, (b) any branch profits taxes imposed by
the United States of America or any similar tax imposed by any other
jurisdiction in which the Borrower is located and (c) in the case of a Foreign
Lender (other than an assignee pursuant to a request by the Borrower under Section 2.18(b)), any
withholding tax that is imposed on amounts payable to such Foreign Lender at the
time such Foreign Lender becomes a party to this Agreement (or designates a new
lending office) or is attributable to such Foreign Lender's failure to comply
with Section
2.16(e), except to the extent that such Foreign Lender (or its assignor,
if any) was entitled, at the time of designation of a new lending office (or
assignment), to receive additional amounts from the Borrower with respect to
such withholding tax pursuant to Section
2.16(a).

     

    “Extension Request”
has the meaning set forth in Section
2.19.

     

    “Federal Funds Effective
Rate” means, for any day, the weighted average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day
that is a Business Day, the average (rounded upwards, if necessary, to the next
1/100 of 1%) of the quotations for such day for such transactions received by
the Administrative Agent from three Federal funds brokers of recognized standing
selected by it.

     

    “Financial Officer”
means the chief financial officer or the chief accounting officer of the
Borrower.

     

    “Financing Statements”
means all such Uniform Commercial Code financing statements as the
Administrative Agent shall require, duly authorized by the Borrower to give
notice of and to perfect or continue perfection of the Lenders' security
interest in all Collateral.

     

    “Fixed Charge Coverage
Ratio” shall mean the ratio of (a) the sum of the Parent’s Adjusted
EBITDA and the Borrower's Adjusted EBITDA for the immediately preceding four (4)
calendar quarters (or the period between the Measurement Date and the
calculation date, if shorter); to (b) all of the principal due and payable
(excluding principal due at maturity) and principal paid on the Parent’s
Indebtedness and on the Borrower’s Indebtedness (including scheduled payments on
Capital Lease Obligations), plus all of the Parent’s and the Borrower’s Interest
Expense, plus the aggregate of all cash dividends payable on the preferred stock
of the Parent or any of its Subsidiaries, in each case for the period used to
calculate Adjusted EBITDA, all of the foregoing calculated without
duplication.

     

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

     

    “Funds From
Operations” shall mean net income of the Borrower determined in
accordance with GAAP, plus depreciation and amortization; provided, that there
shall not be included in such calculation any gain or loss from debt
restructuring and sales of property or, as


    
      
         


      

      
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    approved
by the Administrative Agent, such approval not to be unreasonably withheld, any
extraordinary, non-recurring expenses associated with any financing, merger,
acquisition, divestiture, or other capital transaction.  Funds From
Operations will be calculated for the four (4) calendar quarters immediately
preceding the date of the calculation.  Funds From Operations shall be
calculated on a consolidated basis, and including (without duplication) the
Equity Percentage of Funds From Operations for the Borrower’s Unconsolidated
Affiliates.

     

    “GAAP” means generally
accepted accounting principles in the United States of America, subject to the
provisions of Section
1.04.

     

    “Governmental
Authority” means the government of the United States of America, any
other nation or 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.

     

    “Guarantee” of or by
any Person (the “guarantor”) means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the “primary obligor”) in
any manner, whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (a) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness or other obligation or
to purchase (or to advance or supply funds for the purchase of) any security for
the payment thereof, (b) to purchase or lease property, securities or
services for the purpose of assuring the owner of such Indebtedness or other
obligation of the payment thereof, (c) to maintain working capital, equity
capital or any other financial statement condition or liquidity of the primary
obligor so as to enable the primary obligor to pay such Indebtedness or other
obligation or (d) as an account party in respect of any letter of credit or
letter of guaranty issued to support such Indebtedness or obligation; provided, that the
term Guarantee shall not include endorsements for collection or deposit in the
ordinary course of business.

     

    “Guarantor” means the
Parent, and any
other Person who from time to time has executed a Guaranty as required by the
terms of this Agreement.

     

    “Guaranty” means a
guaranty in the form of Exhibit C attached
hereto.

     

    “Hazardous Materials”
means all explosive or radioactive substances or wastes and all hazardous or
toxic substances or wastes, 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 pursuant to any Environmental Law; provided, that Hazardous Materials
shall not include any such substances or wastes utilized or maintained at the
Real Property in the ordinary course of business and in accordance with all
applicable Environmental Laws.

     

    “Hedging Agreement”
means any interest rate protection agreement, foreign currency exchange
agreement, commodity price protection agreement or other interest or currency
exchange rate or commodity price hedging arrangement.


    
      
         


      

      
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    “Historical Value”
shall mean the purchase price of Real Property (including improvements) and
ordinary related purchase transaction costs, plus the cost of subsequent capital
improvements (including construction costs for property under construction or
development) made by the Borrower, less any provision for losses, all determined
in accordance with GAAP.  If the Real Property is purchased as a part
of a group of properties, the Historical Value shall be calculated based upon a
pro rata allocation of the aggregate purchase price by the Borrower based on net
operating income of such property, and consistent with GAAP.

     

    “Indebtedness” of any
Person means, without duplication, (a) all obligations of such Person for
borrowed money or with respect to deposits or advances of any kind, (b) all
obligations of such Person evidenced by bonds, debentures, notes or similar
instruments, (c) all obligations of such Person upon which interest charges
are customarily paid, (d) all obligations of such Person under conditional
sale or other title retention agreements relating to property acquired by such
Person, (e) all obligations of such Person in respect of the deferred
purchase price of property or services (excluding current accounts payable
incurred in the ordinary course of business), (f) all Indebtedness of
others secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien on property owned or
acquired by such Person, whether or not the Indebtedness secured thereby has
been assumed, (g) all Guarantees by such Person of Indebtedness of others,
(h) all Capital Lease Obligations of such Person, (i) all obligations,
contingent or otherwise, of such Person as an account party in respect of
letters of credit and letters of guaranty, (j) all obligations, contingent or
otherwise, of such Person in respect of bankers' acceptances, (k) all
obligations contingent or otherwise, of such Person with respect to any Hedging
Agreements (calculated on a mark-to-market basis as of the reporting date), and
(l) payments received in consideration of sale of an ownership interest in
Borrower when the interest so sold is determined, and the date of delivery is,
more than one (1) month after receipt of such payment and only to the extent
that the obligation to deliver such interest is not payable solely in such
interest of such Person.  The Indebtedness of any Person shall include
the Indebtedness of any other entity (including any partnership in which such
Person is a general partner) to the extent such Person is liable therefor as a
result of such Person's ownership interest in or other relationship with such
entity, except to the extent the terms of such Indebtedness provide that such
Person is not liable therefor.  Indebtedness shall be calculated on a
consolidated basis in accordance with GAAP, and including (without duplication)
the Equity Percentage of Indebtedness for the Borrower’s Unconsolidated
Affiliates.

     

    “Indemnified Taxes”
means Taxes other than Excluded Taxes.

     

    “Interest Coverage
Ratio” shall mean the ratio of (a) the sum of the Parent’s EBITDA and the
Borrower's EBITDA for the immediately preceding four (4) calendar quarters (or
the period between the Measurement Date and the calculation date, if shorter) to
(b) all of the Parent’s and the Borrower's Interest Expense for the period used
to calculate EBITDA.

     

    “Interest Election
Request” means a request by the Borrower to convert or continue a
Revolving Borrowing in accordance with Section 2.07.


    
      
         


      

      
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    “Interest Expense”
shall mean all of a Person's paid, accrued or capitalized interest expense on
such Person's Indebtedness (whether direct, indirect or contingent, and
including, without limitation, interest on all convertible debt), and including
(without duplication) the Equity Percentage of Interest Expense for the
Borrower’s Unconsolidated Affiliates.

     

    “Interest Payment
Date” means the first Business Day of each calendar month.

     

    “Interest Period”
means with respect to any Eurodollar Borrowing, the period commencing on the
date of such Borrowing and ending on the numerically corresponding day in the
calendar month that is one, two or three months thereafter; provided, that (a) if
any Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless, in the case
of a Eurodollar Borrowing only, such next succeeding Business Day would fall in
the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day and (b) any Interest Period pertaining to a
Eurodollar Borrowing that commences on the last Business Day of a calendar month
(or on a day for which there is no numerically corresponding day in the last
calendar month of such Interest Period) shall end on the last Business Day of
the last calendar month of such Interest Period.  For purposes hereof,
the date of a Borrowing initially shall be the date on which such Borrowing is
made and, in the case of a Revolving Borrowing, thereafter shall be the
effective date of the most recent conversion or continuation of such
Borrowing.

     

    “Issuing Bank” means
KeyBank, National Association, in its capacity as the issuer of Letters of
Credit hereunder, and its successors in such capacity as provided in Section 2.05(i).  The
Issuing Bank may, in its discretion, arrange for one or more Letters of Credit
to be issued by Affiliates of the Issuing Bank, in which case the term “Issuing
Bank” shall include any such Affiliate with respect to Letters of Credit issued
by such Affiliate.

     

    “KeyBank” means
KeyBank, National Association, in its individual capacity.

     

    “LC Disbursement”
means a payment made by the Issuing Bank pursuant to a Letter of
Credit.

     

    “LC Exposure” means,
at any time, the sum of (a) the aggregate undrawn amount of all outstanding
Letters of Credit at such time plus (b) the aggregate amount of all LC
Disbursements that have not yet been reimbursed by or on behalf of the Borrower
at such time.  The LC Exposure of any Lender at any time shall be its
Applicable Percentage of the total LC Exposure at such time.

     

    “Legal Requirement”
means any law, statute, ordinance, decree, requirement, order, judgment, rule,
regulation (or interpretation of any of the foregoing) of, and the terms of any
license or permit issued by, any Governmental Authority.

     

    “Lenders” means the
Persons listed on Schedule 2.01
and any other Person that shall have become a party hereto pursuant to an
Assignment and Acceptance, other than any such Person that ceases to be a party
hereto pursuant to an Assignment and Acceptance.  Unless the context
otherwise requires, the term “Lender” includes the Swingline
Lender.


    
      
         


      

      
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    “Letter of Credit”
means any letter of credit issued pursuant to this Agreement.

     

    “LIBO Rate” means,
with respect to any Eurodollar Borrowing for any Interest Period, the greater
of  (a) two percent (2%) per annum, or (b) the rate appearing on Page
3750 of the Telerate Service (or on any successor or substitute page of such
Service, or any successor to or substitute for such Service, providing rate
quotations comparable to those currently provided on such page of such Service,
as determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates applicable to dollar deposits in the
London interbank market) at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period, as the rate for dollar
deposits with a maturity comparable to such Interest Period.  In the
event that such rate is not available at such time for any reason, then the
“LIBO Rate”
with respect to such Eurodollar Borrowing for such Interest Period shall be the
rate (rounded upwards,
if necessary, to the next 1/100 of
1%) at
which dollar deposits of $5,000,000 and for a maturity comparable to such
Interest Period are offered by the principal London office of the Administrative
Agent in immediately available funds in the London interbank market at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

     

    “Lien” means, with
respect to an asset, (a) any mortgage, deed of trust, lien (statutory or other),
pledge, hypothecation, negative pledge, collateral assignment, encumbrance,
deposit arrangement, charge or security interest in, on or of such asset; (b)
the interest of a vendor or a lessor under any conditional sale agreement,
capital lease or title retention agreement (or any financing lease having
substantially the same economic effect as any of the foregoing) relating to such
asset; (c) the filing under the Uniform Commercial Code or comparable law of any
jurisdiction of any financing statement naming the owner of the asset to which
such Lien relates as debtor; (d) any other preferential arrangement of any kind
or nature whatsoever intended to assure payment of any Indebtedness or other
obligation; and (e) in the case of securities, any purchase option, call or
similar right of a third party with respect to such securities.

     

    “Loan Documents” means
this Agreement, the Notes, the Guaranty, the Deed of Trust, the Financing
Statements, the Environmental Indemnity, and all other instruments, agreements
and written obligations executed and delivered by any of the Credit Parties in
connection with the transactions contemplated hereby.

     

    “Loans” means the
loans made by the Lenders to the Borrower pursuant to this
Agreement.

     

    “Management Company”
means the manager of the Real Property owned by EDR or a Subsidiary of
EDR.

     

    “Material Adverse
Effect” means a material adverse effect on (a) the business, assets,
operations, or condition, financial or otherwise, of (i) the Borrower and its
Subsidiaries, other than owners of Mortgaged Properties, and the Guarantor,
taken as a whole, or (ii) any owner of a Mortgaged Property, (b) the
ability of any of the Credit Parties to perform their obligations under the Loan
Documents or (c) the rights of or benefits available to the Administrative
Agent or the Lenders under the Loan Documents.


    
      
         


      

      
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    “Material Contract”
means any contract or other arrangement (other than Loan Documents), whether
written or oral, to which any Credit Party is a party as to which the breach,
nonperformance, cancellation or failure to renew by any party thereto could
reasonably be expected to have a Material Adverse Effect.

     

    “Material
Indebtedness” means Indebtedness (other than the Loans and Letters of
Credit), or obligations in respect of one or more Hedging Agreements, of any one
or more of the Borrower and the other Credit Parties in an aggregate principal
amount exceeding $10,000,000.

     

    “Maturity Date” means
November 20, 2012 , as the same may be extended in accordance with Section
2.19.

     

    “Maximum Loan Available
Amount” means, on any date, an amount equal to the lesser of (a) the
aggregate Commitments or (b) the aggregate Borrowing Base
Availability.

     

    “Maximum Rate” shall
have the meaning set forth in Section
9.13.

     

    “Measurement Date”
means September 30, 2009.

     

    “Mortgaged Properties”
means the Real Property described on Schedule 5.12
attached hereto and together with any additional property, whether now existing
or hereafter acquired, which is or is to become subject to the Liens of a Deed
of Trust in accordance with this Agreement.

     

    “Multiemployer Plan”
means a multiemployer plan as defined in Section 4001(a)(3) of
ERISA.

     

    “Net Operating Income”
shall mean, for any income producing operating Real Property, the difference
between (a) any rentals, proceeds and other income received from such property,
including early lease termination penalties to the extent no new tenant is in
place and allocated over the applicable remaining term (but excluding (i)
security or other deposits, and (ii) other income of a non-recurring nature)
during the determination period, less (b) an amount
equal to all costs and expenses (excluding Interest Expense, any expenditures
that are capitalized in accordance with GAAP, non-cash expenses such as
depreciation and amortization, and as approved by the Administrative Agent, such
approval not to be unreasonably withheld, any extraordinary, non-recurring
expenses associated with any financing, merger, acquisition, divestiture, or
other capital transaction) incurred as a result of, or in connection with, or
properly allocated to, the operation or leasing of such property during the
determination period; provided, however, that the amount for the expenses for
the management of a property included in clause (b) above
shall be set at three percent (3%) of (I) the amount provided in clause (a) above,
less (II) a bad debt allowance.  Net Operating Income shall be
calculated based on the immediately preceding four (4) calendar quarters unless
the Real Property has not been owned by the Borrower or its Subsidiaries for
four (4) calendar quarters, in which event (i) Net Operating Income shall be
calculated for the period of ownership, and annualized, and (ii) if the period
of ownership includes the month of August, the Net Operating Income for August
will be disregarded in the annualization calculation.  Net Operating
Income shall be calculated on a


    
      
         


      

      
        - 14
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    consolidated
basis in accordance with GAAP, and including (without duplication) the Equity
Percentage of Net Operating Income for the Borrower’s Unconsolidated
Affiliates.

     

    “Note” means a
promissory note in the form attached hereto as Exhibit D payable to
a Lender evidencing certain of the obligations of the Borrower to such Lender
and executed by Borrower, as the same may be amended, supplemented, modified or
restated from time to time; “Notes” means,
collectively, all of such Notes outstanding at any given time.

     

    “Other Taxes” means
any and 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 from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement, and not including the Excluded Taxes.

     

    “Parent” means
Education Realty Trust, Inc., a Maryland corporation and the parent of
EDR.

     

    “PBGC” means the
Pension Benefit Guaranty Corporation referred to and defined in ERISA and any
successor entity performing similar functions.

     

    “Permitted
Encumbrances” means:

     

    (a)           Liens
imposed by law for taxes that are not yet due or are being contested in
compliance with Section 5.05;

     

    (b)           pledges
and deposits made in the ordinary course of business in compliance with workers'
compensation, unemployment insurance and other social security laws or
regulations;

     

    (c)           deposits
to secure the performance of bids, trade contracts, purchase, construction or
sales contracts, leases, statutory obligations, surety and appeal bonds,
performance bonds and other obligations of a like nature, in each case in the
ordinary course of business;

     

    (d)           the
Title Instruments, Liens and other matters described in the Title Insurance
Policy;

     

    (e)           uniform
commercial code protective filings with respect to personal property leased to
the Borrower or any Subsidiary; and

     

    (f)           landlords’
liens for rent not yet due and payable;

     

    provided that the
term “Permitted Encumbrances” shall not include any Lien securing Indebtedness
other than the Loans.

     

    “Permitted
Investments” means:


    
      
         


      

      
        - 15
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    (a)       direct
obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States of America (or by any agency
thereof to the extent such obligations are backed by the full faith and credit
of the United States of America), in each case maturing within one year from the
date of acquisition thereof;

     

    (b)       investments
in commercial paper maturing within 270 days from the date of acquisition
thereof and having an investment grade credit rating on the date of
acquisition;

     

    (c)       investments
in certificates of deposit, banker's acceptances and time deposits maturing
within 180 days from the date of acquisition thereof issued or guaranteed by or
placed with, and money market deposit accounts issued or offered by, any
domestic office of any commercial bank organized under the laws of the United
States of America or any State thereof which has a combined capital and surplus
and undivided profits of not less than $500,000,000;

     

    (d)       fully
collateralized repurchase agreements with a term of not more than 90 days for
securities described in clause (a) above and entered into with a financial
institution satisfying the criteria described in clause (c) above;
and

     

    (e)        investments
in Subsidiaries and Unconsolidated Affiliates made in accordance with this
Agreement.

     

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

     

    “Plan” means any
employee pension benefit plan (other than a Multiemployer Plan) subject to the
provisions of Title IV of ERISA or Section 412 of the Code or
Section 302 of ERISA, and in respect of which the Borrower or any ERISA
Affiliate is (or, if such plan were terminated, would under Section 4069 of
ERISA be deemed to be) an “employer” as defined in Section 3(5) of
ERISA.

     

    “Pool” has the meaning
set forth in Section
5.12.

     

    “Pool Value” means, as
to each property in the Pool, (a) for Real Property that has been owned by the
Borrower for less than twelve (12) months, the lesser of (i) the “as is”
Appraised Value of such property, and (ii) the Historical Value of such
property, and (b) thereafter and for all other Real Property, the “as is”
Appraised Value of such property.  For any property owned by Borrower
for less than 12 months, Borrower may request Agent order an updated “as is”
appraisal at the end of such period for the purpose of determining its Pool
Value.  During the initial Term, if requested by Required Lenders,
Agent shall have the right to order updated appraisals of the Pool properties
for the purpose of determining Pool Value no more frequently than once annually
and twice during the initial Term.  Agent shall have the right to
order updated appraisals in connection with a requested extension of the
Facility.

     

    “Prime Rate” means the
rate of interest per annum publicly announced from time to time by KeyBank,
National Association, as its prime rate in effect at its principal office in
Cleveland, Ohio; each change in the Prime Rate shall be effective from and
including the date such change is publicly announced as being
effective.
 

    
      
         


      

      
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    “Real Property” means,
collectively, all interest in any land and improvements located thereon
(including direct financing leases of land and improvements owned by a Person),
together with all equipment, furniture, materials, supplies and personal
property now or hereafter located at or used in connection with the land and all
appurtenances, additions, improvements, renewals, substitutions and replacements
thereof now or hereafter acquired by any Person.

     

    “Register” has the
meaning set forth in Section 9.04.

     

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

     

    “Release” means any
release, spill, emission, leaking, pumping, pouring, dumping, emptying,
injection, deposit, disposal, discharge, dispersal, leaching or migration on or
into the indoor or outdoor environment or into or out of any
property.

     

    “Remedial Action”
means all actions, including without limitation any capital expenditures,
required or necessary to (i) clean up, remove, treat or in any other way address
any Hazardous Material; (ii) prevent the Release or threat of Release, or
minimize the further Release, of any Hazardous Material so it does not migrate
or endanger public health or the environment; (iii) perform pre-remedial studies
and investigations or post-remedial monitoring and care; or (iv) bring
facilities on any property owned or leased by the Borrower or any of its
Subsidiaries into compliance with all Environmental Laws.

     

    “Required Lenders”
means, at any time, Lenders that are not Delinquent Lenders having Revolving
Credit Exposures and unused Commitments representing at least 66-2/3% of the sum
of the total Revolving Credit Exposures and unused Commitments at such
time.

     

    “Restricted Payment”
means any dividend or other distribution (whether in cash, securities or other
property) with respect to any ownership interests in the Borrower or any
Subsidiary, or any payment (whether in cash, securities or other property),
including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancellation or termination of any such
ownership interests in the Borrower or any option, warrant or other right to
acquire any such shares of capital stock of the Borrower.

     

    “Revolving Credit
Exposure” means, with respect to any Lender at any time, the sum of the
outstanding principal amount of such Lender's Revolving Loans and its LC
Exposure and Swingline Exposure at such time.

     

    “Revolving Loan” means
a Loan made pursuant to Section
2.01.

     

    “Statutory Reserve
Rate” means a fraction (expressed as a decimal), the numerator of which
is the number one and the denominator of which is the number one minus the
aggregate of the maximum reserve percentages (including any marginal, special,
emergency or supplemental reserves) expressed as a decimal established by the
Governmental Authority to which the Administrative Agent is subject, with
respect to the Adjusted LIBO Rate, for Eurocurrency funding (currently referred
to as “Eurocurrency Liabilities” in Regulation D of the
Board).  Such


    
      
         


      

      
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    reserve
percentages shall include those imposed pursuant to such
Regulation D.  Eurodollar Loans shall be deemed to constitute
Eurocurrency funding and to be subject to such reserve requirements without
benefit of or credit for proration, exemptions or offsets that may be available
from time to time to any Lender under such Regulation D or any comparable
regulation.  The Statutory Reserve Rate shall be adjusted
automatically on and as of the effective date of any change in any reserve
percentage.

     

    “Subsidiary” means,
with respect to any Person (the “parent”) at any date,
any corporation, limited liability company, partnership, association or other
entity the accounts of which would be consolidated with those of the parent in
the parent's consolidated financial statements if such financial statements were
prepared in accordance with GAAP as of such date, as well as any other
corporation, limited liability company, partnership, association or other entity
(a) of which securities or other ownership interests representing more than
50% of the equity or more than 50% of the ordinary voting power or, in the case
of a partnership, more than 50% of the general partnership interests are, as of
such date, owned, controlled or held, or (b) that is, as of such date,
otherwise Controlled, by the parent or one or more subsidiaries of the
parent.  EDR is a Subsidiary of the Parent.

     

    “Swingline Exposure”
means, at any time, the aggregate principal amount of all Swingline Loans
outstanding at such time.  The Swingline Exposure of any Lender at any
time shall be its Applicable Percentage of the total Swingline Exposure at such
time.

     

    “Swingline Lender”
means KeyBank, National Association, in its capacity as lender of Swingline
Loans hereunder.

     

    “Swingline Loan” means
a Loan made pursuant to Section
2.04.

     

    “Tangible Net Worth”
shall mean total assets (without deduction for accumulated depreciation) less
(1) all intangibles and (2) all liabilities (including contingent and
indirect liabilities), all determined in accordance with GAAP.  The
term "intangibles" shall include, without limitation, (i) deferred charges,
and (ii)  the aggregate of all amounts appearing on the assets side of any
such balance sheet for franchises, licenses, permits, patents, patent
applications, copyrights, trademarks, trade names, goodwill, treasury stock,
experimental or organizational expenses and other like
intangibles.  The term "liabilities" shall include, without
limitation, (i) Indebtedness secured by Liens on Property of the Person
with respect to which Tangible Net Worth is being computed whether or not such
Person is liable for the payment thereof, (ii) deferred liabilities, and
(iii) Capital Lease Obligations.  Tangible Net Worth shall be
calculated on a consolidated basis in accordance with GAAP.

     

    “Taxes” means any and
all present or future taxes, levies, imposts, duties, deductions, charges or
withholdings imposed by any Governmental Authority.

     

    “Title Instruments”
means true and correct copies of all instruments of record in the Office of the
County Clerk, the Real Property Records or of any other Governmental Authority
affecting title to all or any part of the Mortgaged Properties, including but
not limited to those (if


    
      
         


      

      
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     any)
which impose restrictive covenants, easements, rights-of-way or other
encumbrances on all or any part of the Mortgaged Properties.

     

    “Title Insurance
Policy” means, collectively, the policies of title insurance in the
aggregate face amounts equal to the aggregate Revolving Loan Commitment, issued
in favor of the Administrative Agent by a title insurance company satisfactory
to the Administrative Agent and insuring that title to the Mortgaged Properties
is vested in Borrower, free and clear of any Lien, objection, exception or
requirement, and that each Deed of Trust creates a valid first and prior lien on
all the Mortgaged Properties, subject only to the Permitted Encumbrances and
such other exceptions as may be approved in writing by the Administrative
Agent.  The Title Insurance Policy shall include such provisions or
endorsements as necessary to provide coverage on a revolving credit
basis.

     

    “Total Asset Value”
means the sum of (without duplication) (a) the aggregate Value of all of
Borrower’s and its Subsidiaries’ Real Property, plus (b) the amount of any cash
and cash equivalents, excluding tenant security and other restricted deposits of
the Borrower and its Subsidiaries.  Total Asset Value shall be
calculated on a consolidated basis in accordance with GAAP.

     

    “Total Leverage Ratio”
shall mean the ratio (expressed as a percentage) of (a) the Borrower’s
Indebtedness plus the Parent’s Indebtedness to (b) Total Asset
Value.

     

    “Transactions” means
the execution, delivery and performance by the Credit Parties of the Loan
Documents, the borrowing of Loans, the use of the proceeds thereof and the
issuance of Letters of Credit hereunder.

     

    “Type,” when used in
reference to any Loan or Borrowing, refers to whether the rate of interest on
such Loan, or on the Loans comprising such Borrowing, is determined by reference
to the Adjusted LIBO Rate or the Alternate Base Rate.

     

    “Unconsolidated
Affiliate” means, without duplication, in respect of any Person, any
other Person (other than a Person whose stock is traded on a national trading
exchange) in whom such Person holds a voting equity or ownership interest and
whose financial results would not be consolidated under GAAP with the financial
results of such Person on the consolidated financial statements of such
Person.

     

    “Value” means the sum
of the following:

     

    (a)        for
Real Property that is not in the Pool and that Borrower or a Subsidiary of
Borrower has owned for all of the immediately preceding four (4) calendar
quarters, the result of dividing (i) the aggregate Net Operating Income of the
subject property based on the immediately preceding four (4) calendar quarters,
by (ii) eight percent (8.00%); plus

     

    (b)        for
Real Property that is not in the Pool and that Borrower or a Subsidiary of
Borrower has not owned for all of the immediately preceding four (4) calendar
quarters, the Historical Value of the subject property; plus

     

    
      
        
        

      

      
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    (c)        for
Real Property that is in the Pool, the aggregate Pool Value; plus

     

    (d)        for
Real Property that is Assets Under Development or undeveloped land, the
Historical Value of the subject property.

     

    “Withdrawal Liability”
means liability to a Multiemployer Plan as a result of a complete or partial
withdrawal from such Multiemployer Plan, as such terms are defined in
Part I of Subtitle E of Title IV of ERISA.

     

    SECTION
1.02 Classification of
Loans and Borrowings.  For
purposes of this Agreement, Loans may be classified and referred to by Class
(e.g., a “Revolving Loan”) or by Type (e.g., a “Eurodollar Loan”) or by Class
and Type (e.g., a “Eurodollar Revolving Loan”).  Borrowings also may
be classified and referred to by Class (e.g., a “Revolving Borrowing”) or by
Type (e.g., a “Eurodollar Borrowing”) or by Class and Type (e.g., a “Eurodollar
Revolving Borrowing”).

     

    SECTION
1.03 Terms
Generally.  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 (a) any definition of
or reference to any agreement, instrument or other document herein 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),
(b) any reference herein to any Person shall be construed to include such
Person's successors and assigns, (c) the words “herein,” “hereof,” and
“hereunder,” and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all
references herein to Articles, Sections, Exhibits and Schedules shall be
construed to refer to Articles and Sections of, and Exhibits and Schedules to,
this Agreement and (e) 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.  All references to the Borrower shall be deemed to be
references to all Persons constituting the Borrower or each of them (whichever
the context requires) and the obligations of such Persons under this Agreement
and the other Loan Documents shall be joint and several as they relate to the
Borrower.

     

    SECTION
1.04 Accounting Terms;
GAAP.  Except
as otherwise expressly provided herein, all terms of an accounting or financial
nature shall be construed in accordance with GAAP, as in effect from time to
time; provided that, if the Borrower notifies the Administrative Agent that the
Borrower requests an amendment to any provision hereof to eliminate the effect
of any change occurring after the date hereof in GAAP or in the application
thereof on the operation of such provision (or if the Administrative Agent
notifies the Borrower that the Required Lenders request an amendment to any
provision hereof for such purpose), regardless of whether any such notice is
given before or after such change in GAAP or in the application thereof, then
such provision shall be interpreted on the basis of GAAP as in effect and
applied immediately before

     

    
      
        
        

      

      
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    such
change shall have become effective until  such notice shall have been
withdrawn or such provision  amended in accordance
herewith.

     

    ARTICLE
II


     

    The
Credits

     

    SECTION
2.01 Commitments.  Subject
to the terms and conditions set forth herein, each Lender agrees to make
Revolving Loans to the Borrower from time to time during the Availability Period
in an aggregate principal amount that will not result in (i) such Lender's
Revolving Credit Exposure exceeding such Lender's Commitment or (ii) the
sum of the total Revolving Credit Exposures exceeding the total Maximum Loan
Available Amount; provided however, that no Lender shall be obligated to make a
Revolving Loan in excess of such Lender’s Applicable Percentage of the
difference between the Maximum Loan Available Amount and the Revolving Credit
Exposure.  Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrower may borrow, prepay and reborrow
Revolving Loans.

     

    SECTION
2.02 Loans and
Borrowings.

     

    (a)        Each
Revolving Loan shall be made as part of a Borrowing consisting of Revolving
Loans made by the Lenders ratably in accordance with their respective
Commitments.  The failure of any Lender to make any Loan required to
be made by it shall not relieve any other Lender of its obligations hereunder;
provided that the Commitments of the Lenders are several and no Lender shall be
responsible for any other Lender's failure to make Loans as
required.

     

    (b)        Subject
to Section 2.13,
each Revolving Borrowing shall be comprised entirely of ABR Loans or Eurodollar
Loans as the Borrower may request in accordance herewith.  Each
Swingline Loan shall be an ABR Loan.  Each Lender at its option may
make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate
of such Lender to make such Loan; provided that any
exercise of such option shall not affect the obligation of the Borrower to repay
such Loan in accordance with the terms of this Agreement.

     

    (c)        At
the commencement of each Interest Period for any Eurodollar Revolving Borrowing,
such Borrowing shall be in an aggregate amount that is an integral multiple of
$100,000 and not less than $1,000,000.  At the time that each ABR
Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that
is an integral multiple of $100,000 and not less than $1,000,000, provided that an ABR
Revolving Borrowing may be in an aggregate amount that is equal to the entire
unused balance of the total Commitments or that is required to finance the
reimbursement of an LC Disbursement as contemplated by Section
2.05(e).  Each Swingline Loan shall be in an amount that is an
integral multiple of $100,000 and not less than
$1,000,000.  Borrowings of more than one Type and Class may be
outstanding at the same time; provided that there
shall not at any time be more than a total of six (6) Eurodollar Borrowings
outstanding.


    
      
         


      

      
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    (d)        Notwithstanding
any other provision of this Agreement, the Borrower shall not be entitled to
request, or to elect to convert or continue, any Borrowing if the Interest
Period requested with respect thereto would end after the Maturity
Date.

     

    SECTION
2.03 Requests for
Revolving Borrowings.  To
request a Revolving Borrowing, EDR (on behalf of the Borrower) shall notify the
Administrative Agent of such request by telephone (a) in the case of a
Eurodollar Borrowing, not later than 12:00 noon, Boston, Massachusetts time,
three Business Days before the date of the proposed Borrowing or (b) in the
case of an ABR Borrowing, not later than 12:00 noon, Boston, Massachusetts time,
one Business Day before the date of the proposed Borrowing; provided that any
such notice of an ABR Borrowing to finance the reimbursement of an LC
Disbursement as contemplated by Section 2.05(e)
may be given not later than 11:00 a.m., Boston, Massachusetts time, on the date
of the proposed Borrowing.  Each such telephonic Borrowing Request
shall be irrevocable and shall be confirmed promptly by hand delivery or
telecopy to the Administrative Agent of a written Borrowing Request in the form
of Exhibit E
attached hereto and hereby made a part hereof and signed by EDR, on behalf of
the Borrower.  Each such telephonic and written Borrowing Request
shall specify the following information in compliance with Section 2.02:

     

    (i)           the
aggregate amount of the requested Borrowing;

     

    (ii)           the
date of such Borrowing, which shall be a Business Day;

     

    (iii)           whether
such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

     

    (iv)           in
the case of a Eurodollar Borrowing, the Interest Period to be applicable
thereto, which shall be a period contemplated by the definition of the term
“Interest Period”; and

     

    (v)           the
location and number of the Borrower's account to which funds are to be
disbursed, which shall comply with the requirements of Section
2.06.

     

    If no
election as to the Type of Revolving Borrowing is specified in the Borrowing
Request, then the requested Revolving Borrowing shall be an ABR
Borrowing.  If no Interest Period is specified with respect to any
requested Eurodollar Borrowing, then the Borrower shall be deemed to have
selected an Interest Period of one month's duration, in the case of a Eurodollar
Borrowing.  Promptly following receipt of a Borrowing Request in
accordance with this Section, the Administrative Agent shall advise each Lender
of the details thereof and of the amount of such Lender's Loan to be made as
part of the requested Borrowing.

     

    SECTION
2.04 Swingline.

     

    (a)        Subject
to the terms and conditions set forth herein, the Swingline Lender agrees to
make Swingline Loans to the Borrower from time to time during the Availability
Period, in an aggregate principal amount at any time outstanding that will not
result in (i) the aggregate principal amount of outstanding Swingline Loans
exceeding $10,000,000.00  or (ii) the sum of the total Revolving
Credit Exposures exceeding the


    
      
         


      

      
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    total
Maximum Loan Available Amount; provided that the Swingline Lender shall not be
required to make a Swingline Loan to refinance an outstanding Swingline
Loan.  Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrower may borrow, prepay and reborrow
Swingline Loans.

     

    (b)        To
request a Swingline Loan, the Borrower shall notify the Administrative Agent of
such request by telephone (confirmed by telecopy), not later than 2:00 p.m.,
Boston, Massachusetts time, on the day of a proposed Swingline
Loan.  Each such notice shall be irrevocable and shall specify the
requested date (which shall be a Business Day) and amount of the requested
Swingline Loan.  The Administrative Agent will promptly advise the
Swingline Lender of any such notice received from the Borrower.  The
Swingline Lender shall make each Swingline Loan available to the Borrower by
means of a credit to the general deposit account of the Borrower with the
Swingline Lender (or, in the case of a Swingline Loan made to finance the
reimbursement of an LC Disbursement as provided in Section 2.05(e), by
remittance to the Issuing Bank) by 4:00 p.m., Boston, Massachusetts time, on the
requested date of such Swingline Loan.

     

    The
Swingline Lender may by written notice given to the Administrative Agent not
later than 10:00 a.m., Boston, Massachusetts time, on any Business Day require
the Lenders to acquire participations on such Business Day in all or a portion
of the Swingline Loans outstanding.  Such notice shall specify the
aggregate amount of Swingline Loans in which Lenders will
participate.  Promptly upon receipt of such notice, the Administrative
Agent will give notice thereof to each Lender, specifying in such notice such
Lender's Applicable Percentage of such Swingline Loan or Loans.  Each
Lender hereby absolutely and unconditionally agrees, within two (2) Business
Days after receipt of notice as provided above, to pay to the Administrative
Agent, for the account of the Swingline Lender, such Lender's Applicable
Percentage of such Swingline Loan or Loans.  Each Lender acknowledges
and agrees that its obligation to acquire participations in Swingline Loans
pursuant to this paragraph is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including the occurrence and
continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever, provided no Lender shall be required to acquire a
participation in a Swingline Loan to the extent same would result in such
Lender's Revolving Credit Exposure exceeding such Lender's
Commitment.  Each Lender shall comply with its obligation under this
paragraph by wire transfer of immediately available funds, in the same manner as
provided in Section
2.06 with respect to Loans made by such Lender (and Section 2.06 shall
apply, mutatis
mutandis, to
the payment obligations of the Lenders), and the Administrative Agent shall
promptly pay to the Swingline Lender the amounts so received by it from the
Lenders.  The Administrative Agent shall notify the Borrower of any
participations in any Swingline Loan acquired pursuant to this paragraph, and
thereafter payments in respect of such Swingline Loan shall be made to the
Administrative Agent and not to the Swingline Lender.  Any amounts
received by the Swingline Lender from the Borrower (or other party on behalf of
the Borrower) in respect of a Swingline Loan after receipt by the Swingline
Lender of the proceeds of a sale of participations therein shall be promptly
remitted to the Administrative Agent; any such amounts received by the
Administrative Agent shall be promptly remitted by the Administrative Agent to
the Lenders that shall have made their payments pursuant to this paragraph and
to the Swingline Lender, as their interests may appear, in each instance
in


    
      
         


      

      
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    accordance
with Section 2.17(a); provided that any such payment so remitted shall be repaid
to the Swingline Lender or to the Administrative Agent, as applicable, if and to
the extent such payment is required to be refunded to the Borrower for any
reason.  The purchase of participations in a Swingline Loan pursuant
to this paragraph shall not relieve the Borrower of any default in the payment
thereof.

     

    SECTION
2.05 Letters of
Credit.

     

    (a)        General.  Subject
to the terms and conditions set forth herein, the Borrower may request the
issuance of Letters of Credit for its own account in a form reasonably
acceptable to the Administrative Agent and the Issuing Bank, at any time and
from time to time prior to thirty (30) days before the termination of the
Availability Period.  In the event of any inconsistency between the
terms and conditions of this Agreement and the terms and conditions of any form
of letter of credit application or other agreement submitted by the Borrower to,
or entered into by the Borrower with, the Issuing Bank relating to any Letter of
Credit, the terms and conditions of this Agreement shall control.

     

    (b)        Notice of Issuance,
Amendment, Renewal, Extension; Certain Conditions.  To request
the issuance of a Letter of Credit (or the amendment, renewal or extension of an
outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or
transmit by electronic communication, if arrangements for doing so have been
approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent
(reasonably in advance of the requested date of issuance, amendment, renewal or
extension) a notice requesting the issuance of a Letter of Credit, or
identifying the Letter of Credit to be amended, renewed or extended, and
specifying the date of issuance, amendment, renewal or extension (which shall be
a Business Day), the date on which such Letter of Credit is to expire (which
shall comply with paragraph (c) of this Section), the amount of such Letter
of Credit, the name and address of the beneficiary thereof and such other
information as shall be necessary to prepare, amend, renew or extend such Letter
of Credit.  The Administrative Agent shall remit a copy of such
request to the Lenders.  If requested by the Issuing Bank, the
Borrower also shall submit a letter of credit application on the Issuing Bank's
standard form in connection with any request for a Letter of
Credit.  A Letter of Credit shall be issued, amended, renewed or
extended only if (and upon issuance, amendment, renewal or extension of each
Letter of Credit the Borrower shall be deemed to represent and warrant that),
after giving effect to such issuance, amendment, renewal or extension
(i) the LC Exposure shall not exceed $10,000,000, (ii) the total
Revolving Credit Exposures shall not exceed the total Maximum Loan Available
Amount, and (iii) the face amount of the subject Letter of Credit shall not be
less than $100,000.  The Issuing Bank shall have no obligation to
issue a Letter of Credit if a default of any Lender’s obligations to fund any
amount under this Agreement exists or any Lender is at such time a Delinquent
Lender hereunder, unless the Issuing Bank has entered into satisfactory
arrangements with the Borrower or such Lender to eliminate the Issuing Bank’s
risk with respect to such Lender (with cash collateral pledged to the Issuing
Bank in the amount of such defaulting or Delinquent Lender’s pro rata portion of
the Letter of Credit being deemed satisfactory).


    
      
         


      

      
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    (c)        Expiration
Date.  Each Letter of Credit shall expire not later than the
close of business on the date that is thirty (30) days prior to the Maturity
Date.

     

    (d)        Participations.  By
the issuance of a Letter of Credit (or an amendment to a Letter of Credit
increasing the amount thereof) and without any further action on the part of the
Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and
each Lender hereby acquires from the Issuing Bank, a participation in such
Letter of Credit equal to such Lender's Applicable Percentage of the aggregate
amount available to be drawn under such Letter of Credit.  In
consideration and in furtherance of the foregoing, each Lender hereby absolutely
and unconditionally agrees to pay to the Administrative Agent, for the account
of the Issuing Bank, such Lender's Applicable Percentage of each LC Disbursement
made by the Issuing Bank and not reimbursed by the Borrower on the date due as
provided in paragraph (e) of this Section, or of any reimbursement payment
required to be refunded to the Borrower for any reason.  Each Lender
acknowledges and agrees that its obligation to acquire participations pursuant
to this paragraph in respect of Letters of Credit is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including any
amendment, renewal or extension of any Letter of Credit or the occurrence and
continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever, provided no Lender shall be required to acquire a
participation in a Letter of Credit to the extent same would result in such
Lender's Revolving Credit Exposure exceeding such Lender's
Commitment.

     

    (e)        Reimbursement.  If
the Issuing Bank shall make any LC Disbursement in respect of a Letter of
Credit, the Borrower shall reimburse such LC Disbursement by paying to the
Administrative Agent an amount equal to such LC Disbursement not later than
12:00 noon, Boston, Massachusetts time, on the Business Day that such LC
Disbursement is made, if the Borrower shall have received notice of such LC
Disbursement prior to 10:00 a.m., Boston, Massachusetts time, on such date, or,
if such notice has not been received by the Borrower prior to such time on such
date, then on the Business Day immediately following the day that the Borrower
receives such notice, if such notice is not received prior to such time on the
day of receipt; provided that the
Borrower may, subject to the conditions to borrowing set forth herein, request
in accordance with Section 2.03 that
such payment be financed with an ABR Revolving Borrowing or Swingline Loan in an
equivalent amount and, to the extent so financed, the Borrower's obligation to
make such payment shall be discharged and replaced by the resulting ABR
Revolving Borrowing or Swingline Loan.  If the Borrower fails to make
such payment when due, the Administrative Agent shall notify each Lender of the
applicable LC Disbursement, the payment then due from the Borrower in respect
thereof and such Lender's Applicable Percentage thereof.  Promptly
following receipt of such notice, each Lender shall pay to the Administrative
Agent its Applicable Percentage of the payment then due from the Borrower, in
the same manner as provided in Section 2.06
with respect to Loans made by such Lender (and Section 2.06
shall apply, mutatis mutandis, to the
payment obligations of the Lenders), and the Administrative Agent shall promptly
pay to the Issuing Bank the amounts so received by it from the
Lenders.  Promptly following receipt by the Administrative Agent of
any payment from the


    
      
         


      

      
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    Borrower
pursuant to this paragraph, the Administrative Agent shall distribute such
payment to the Issuing Bank or, to the extent that Lenders have made payments
pursuant to this paragraph to reimburse the Issuing Bank, then to such Lenders
and the Issuing Bank as their interests may appear.  Any payment made
by a Lender pursuant to this paragraph to reimburse the Issuing Bank for any LC
Disbursement (other than the funding of ABR Revolving Loans or a Swingline Loan
as contemplated above) shall not constitute a Loan and shall not relieve the
Borrower of its obligation to reimburse such LC Disbursement.

     

    (f)     
   Obligations
Absolute.  The Borrower's obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein, (ii) any
draft or other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the Borrower's obligations
hereunder.  Neither the Administrative Agent, the Lenders nor the
Issuing Bank, nor any of their Related Parties, shall have any liability or
responsibility by reason of or in connection with the issuance or transfer of
any Letter of Credit or any payment or failure to make any payment thereunder
(irrespective of any of the circumstances referred to in the preceding
sentence), or any error, omission, interruption, loss or delay in transmission
or delivery of any draft, notice or other communication under or relating to any
Letter of Credit (including any document required to make a drawing thereunder),
any error in interpretation of technical terms or any consequence arising from
causes beyond the control of the Issuing Bank; provided that the
foregoing shall not be construed to excuse the Issuing Bank from liability to
the Borrower to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by the Borrower to the
extent permitted by applicable law) suffered by the Borrower that are caused by
the Issuing Bank's failure to exercise care when determining whether drafts and
other documents presented under a Letter of Credit comply with the terms
thereof.  The parties hereto expressly agree that, in the absence of
gross negligence or willful misconduct on the part of the Issuing Bank, the
Issuing Bank shall be deemed to have exercised care in each such
determination.  In furtherance of the foregoing and without limiting
the generality thereof, the parties agree that, with respect to documents
presented which appear on their face to be in substantial compliance with the
terms of a Letter of Credit, the Issuing Bank may, in its sole discretion,
either accept and make payment upon such documents without responsibility for
further investigation, regardless of any information to the contrary, or refuse
to accept and make payment upon such documents if such documents are not in
strict compliance with the terms of such Letter of Credit.


    
      
         


      

      
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    (g)        Disbursement
Procedures.  The Issuing Bank shall, promptly following its
receipt thereof, examine all documents purporting to represent a demand for
payment under a Letter of Credit.  The Issuing Bank shall promptly
notify the Administrative Agent and the Borrower by telephone (confirmed by
telecopy) of such demand for payment and whether the Issuing Bank has made or
will make an LC Disbursement thereunder; provided that any
failure to give or delay in giving such notice shall not relieve the Borrower of
its obligation to reimburse the Issuing Bank and the Lenders with respect to any
such LC Disbursement.

     

    (h)        Interim
Interest.  If the Issuing Bank shall make any LC Disbursement,
then, unless the Borrower shall reimburse such LC Disbursement in full on the
date such LC Disbursement is made, the unpaid amount thereof shall bear
interest, for each day from and including the date such LC Disbursement is made
to but excluding the date that the Borrower reimburses such LC Disbursement, at
the rate per annum then applicable to ABR Revolving Loans; provided that, if the
Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of
this Section, then Section 2.12(c) shall
apply.  Interest accrued pursuant to this paragraph shall be for the
account of the Issuing Bank, except that interest accrued on and after the date
of payment by any Lender pursuant to paragraph (e) of this Section to reimburse
the Issuing Bank shall be for the account of such Lender to the extent of such
payment.

     

    (i)       
 Replacement of
the Issuing Bank.  The Issuing Bank may be replaced at any time
by written agreement among the Borrower, the Administrative Agent, the replaced
Issuing Bank and the successor Issuing Bank.  The Administrative Agent
shall notify the Lenders of any such replacement of the Issuing
Bank.  At the time any such replacement shall become effective, the
Borrower shall pay all unpaid fees accrued for the account of the replaced
Issuing Bank pursuant to Section
2.11(b).  From and after the effective date of any such
replacement, (i) the successor Issuing Bank shall have all the rights and
obligations of the Issuing Bank under this Agreement with respect to Letters of
Credit to be issued thereafter and (ii) references herein to the term “Issuing
Bank” shall be deemed to refer to such successor or to any previous Issuing
Bank, or to such successor and all previous Issuing Banks, as the context shall
require.  After the replacement of an Issuing Bank hereunder, the
replaced Issuing Bank shall remain a party hereto and shall continue to have all
the rights and obligations of an Issuing Bank under this Agreement with respect
to Letters of Credit issued by it prior to such replacement, but shall not be
required to issue additional Letters of Credit.

     

    (j)         Cash
Collateralization.  If any Event of Default shall occur and be
continuing, on the Business Day that the Borrower receives notice from the
Administrative Agent demanding the deposit of cash collateral pursuant to this
paragraph, the Borrower shall deposit in an account with the Administrative
Agent, in the name of the Administrative Agent and for the benefit of the
Lenders, an amount in cash equal to the LC Exposure as of such date plus any
accrued and unpaid interest thereon; provided that the
obligation to deposit such cash collateral shall become effective immediately,
and such deposit shall become immediately due and payable, without demand or
other notice of any kind, upon the occurrence of any Event of Default with
respect to the Borrower


    
      
         


      

      
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    described
in clause (g) or
(h) of Article VII.  Such
deposit shall be held by the Administrative Agent as collateral for the payment
and performance of the obligations of the Borrower under this
Agreement.  The Administrative Agent shall have exclusive dominion and
control, including the exclusive right of withdrawal, over such
account.  Other than any interest earned on the investment of such
deposits, which investments shall be made at the option and sole discretion of
the Administrative Agent and at the Borrower's risk and expense, such deposits
shall not bear interest.  Interest or profits, if any, on such
investments shall accumulate in such account.  Moneys in such account
shall be applied by the Administrative Agent to reimburse the Issuing Bank for
LC Disbursements for which it has not been reimbursed and, to the extent not so
applied, shall be held for the satisfaction of the reimbursement obligations of
the Borrower for the LC Exposure at such time or, if the maturity of the Loans
has been accelerated (but subject to the consent of Required Lenders), be
applied to satisfy other obligations of the Borrower under this Agreement,
provided that, to the extent such obligations are owed to Lenders, such
application shall be on a pro rata basis.  If the Borrower is required
to provide an amount of cash collateral hereunder as a result of the occurrence
of an Event of Default, such amount (to the extent not applied as aforesaid)
shall be returned to the Borrower within three Business Days after all Events of
Default have been cured or waived.

     

    SECTION
2.06 Funding of
Borrowings.

     

    (a)        Each
Lender shall make each Loan to be made by it hereunder on the proposed date
thereof by wire transfer of immediately available funds by 12:00 noon, Boston,
Massachusetts time, to the account of the Administrative Agent most recently
designated by it for such purpose by notice to the Lenders; provided that
Swingline Loans shall be made as provided in Section
2.04.  The Administrative Agent will make such Loans available
to the Borrower by promptly crediting the amounts so received, in like funds, to
an account of the Borrower maintained with the Administrative Agent in Boston,
Massachusetts and designated by the Borrower in the applicable Borrowing
Request; provided that ABR Revolving Loans made to finance the reimbursement of
an LC Disbursement as provided in Section 2.05(e) shall
be remitted by the Administrative Agent to the Issuing Bank.

     

    (b)        Unless
the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to the
Administrative Agent such Lender's share of such Borrowing, the Administrative
Agent may assume that such Lender has made such share available on such date in
accordance with paragraph (a) of this Section and may, in reliance upon such
assumption, make available to the Borrower a corresponding amount.  In
such event, if a Lender has not in fact made its share of the applicable
Borrowing available to the Administrative Agent, then the applicable Lender and
the Borrower severally agree to pay to the Administrative Agent forthwith on
demand such corresponding amount with interest thereon, for each day from and
including the date such amount is made available to the Borrower to but
excluding the date of payment to the Administrative Agent, at (i) in the case of
such Lender, the greater of the Federal Funds Effective Rate and a rate
determined


    
      
         


      

      
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    by the
Administrative Agent in accordance with banking industry rules on interbank
compensation or (ii) in the case of the Borrower, the interest rate applicable
to the corresponding Loan made to the Borrower.  If such Lender pays
such amount to the Administrative Agent, then such amount shall constitute such
Lender's Loan included in such Borrowing.

     

    SECTION
2.07 Interest
Elections.

     

    (a)    
   Each Revolving Borrowing initially shall be of the Type
specified in the applicable Borrowing Request and, in the case of a Eurodollar
Revolving Borrowing, shall have an initial Interest Period as specified in such
Borrowing Request.  Thereafter, the Borrower may elect to convert such
Borrowing to a different Type or to continue such Borrowing and, in the case of
a Eurodollar Revolving Borrowing, may elect Interest Periods therefor, all as
provided in this Section.  The Borrower may elect different options
with respect to different portions of the affected Borrowing, in which case each
such portion shall be allocated ratably among the Lenders holding the Loans
comprising such Borrowing, and the Loans comprising each such portion shall be
considered a separate Borrowing.  This Section shall not apply to
Swingline Loans, which may not be converted or continued.

     

    (b)        To
make an election pursuant to this Section, the Borrower shall notify the
Administrative Agent of such election by telephone by the time that a Borrowing
Request would be required under Section 2.03 if the
Borrower were requesting a Revolving Borrowing of the Type resulting from such
election to be made on the effective date of such election.  Each such
telephonic Interest Election Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Interest Election Request in the form of a Borrowing Request (with proper
election made for an interest rate election only) and signed by the
Borrower.

     

    (c)        Each
telephonic and written Interest Election Request shall specify the following
information in compliance with Section 2.02:

     

    (i)           the
Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the
portions thereof to be allocated to each resulting Borrowing (in which case the
information to be specified pursuant to clauses (iii) and (iv) below shall be
specified for each resulting Borrowing);

     

    (ii)           the
effective date of the election made pursuant to such Interest Election Request,
which shall be a Business Day;

     

    (iii)           whether
the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;
and


    
      
         


      

      
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    (iv)           if
the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
applicable thereto after giving effect to such election, which shall be a period
contemplated by the definition of the term “Interest Period”.

     

    If any
such Interest Election Request requests a Eurodollar Borrowing but does not
specify an Interest Period, then the Borrower shall be deemed to have selected
an Interest Period of one month’s duration.

     

    (d)        Promptly
following receipt of an Interest Election Request, the Administrative Agent
shall advise each Lender of the details thereof and of such Lender's portion of
each resulting Borrowing.

     

    (e)        If
the Borrower fails to deliver a timely Interest Election Request with respect to
a Eurodollar Revolving Borrowing prior to the end of the Interest Period
applicable thereto, then, unless such Borrowing is repaid as provided herein, at
the end of such Interest Period such Borrowing shall be converted to an ABR
Borrowing.  Notwithstanding any contrary provision hereof, if an Event
of Default has occurred and is continuing and the Administrative Agent, at the
request of the Required Lenders, so notifies the Borrower, then, so long as an
Event of Default is continuing (i) no outstanding Revolving Borrowing may be
converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each
Eurodollar Revolving Borrowing shall be converted to an ABR Borrowing at the end
of the Interest Period applicable thereto.

     

    SECTION
2.08 Termination,
Reduction and Increase of Commitments.

     

    (a)        Unless
previously terminated by the Administrative Agent or Borrower in accordance with
this Agreement, the Commitments shall terminate on the Maturity
Date.

     

    (b)        The
Borrower may only reduce the Commitments without the prior written consent of
the Administrative Agent and all of the Lenders in the following
circumstances:  the Borrower may from time to time prior to November
20, 2012 reduce the Commitments, provided that each reduction in the Commitments
shall be in an amount that is at least $5,000,000 and an integral multiple of
$500,000, and the total Commitments may not be reduced to less than $37,500,000
unless the Commitments are reduced to zero and terminated.  The
Borrower shall not reduce the Commitments if, after giving effect to any
concurrent prepayment of the Loans in accordance with Section 2.10, the
total Revolving Credit Exposures would exceed the Maximum Loan Available Amount
as reduced.  After any reduction in the Commitments, the Borrower’s
option to increase the Commitments provided in Section 2.08(d) shall
terminate.

     

    (c)        The
Borrower shall notify the Administrative Agent of any election to reduce the
Commitments under Section 2.08(b) at
least three (3) Business Days prior to the effective date of such reduction,
specifying such election and the effective date thereof.  Promptly
following receipt of any notice, the Administrative Agent shall advise the
Lenders of the contents thereof.  Each notice delivered by the
Borrower pursuant to this Section shall be irrevocable.  Any reduction
of the Commitments shall be permanent.


    
      
         


      

      
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     Each
reduction in the Commitments shall be made ratably among the Lenders in
accordance with their respective Commitments.

     

    (d)        So
long as the Borrower is not then in Default, and the Borrower has not previously
decreased the Commitments under Section 2.08(b), the
Borrower may, prior to November 20, 2011, request that the Commitments be
increased, so long as (a) each increase is in a minimum amount of $10,000,000.00
and an integral multiple of $5,000,000 (or such smaller amounts as the
Administrative Agent may approve), (b) the Borrower has not previously reduced
the Commitments, and (c) the aggregate Commitments do not exceed $150,000,000.00
(the “Maximum
Commitment”).  If the Borrower requests that the total
Commitments be increased, the Administrative Agent shall use its best efforts to
obtain increased or additional commitments up to the Maximum Commitment, and to
do so the Administrative Agent may obtain additional lenders of its choice (and
approved by Borrower, such approval not to be unreasonably withheld or delayed),
and without the necessity of approval from any of the Lenders.  The
Borrower and each other Credit Party shall execute an amendment to this
Agreement, additional Notes and other documents as the Administrative Agent may
reasonably require to evidence the increase of the Commitments, the addition of
new projects as Mortgaged Properties, if applicable, and the admission of
additional Persons as Lenders, if necessary.

     

    SECTION
2.09 Repayment of
Loans; Evidence of Debt.

     

    (a)        The
Borrower hereby unconditionally promises to pay (i) to the Administrative Agent
for the account of each Lender the then unpaid principal amount of each
Revolving Loan on the Maturity Date, and (ii) subject to Section 2.04, to the
Swingline Lender the then unpaid principal amount of each Swingline Loan on the
earlier of the Maturity Date and the first date after such Swingline Loan is
made that is five (5) Business Days after such Swingline Loan is made; provided
that on each date that a Revolving Borrowing is made, the Borrower shall repay
all Swingline Loans then outstanding.  At the request of each Lender,
the Loans made by such Lender shall be evidenced by a Note payable to such
Lender in the amount of such Lender’s Commitment.

     

    (b)        Each
Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of the Borrower to such Lender resulting
from each Loan made by such Lender, including the amounts of principal and
interest payable and paid to such Lender from time to time
hereunder.

     

    (c)   
    The Administrative Agent shall maintain accounts in
which it shall record (i) the amount of each Loan made hereunder, the Class
and Type thereof and the Interest Period applicable thereto, (ii) the
amount of any principal or interest due and payable or to become due and payable
from the Borrower to each Lender hereunder and (iii) the amount of any sum
received by the Administrative Agent hereunder for the account of the Lenders
and each Lender's share thereof.


    
      
         


      

      
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    (d)        The
entries made in the accounts maintained pursuant to paragraph (b)
or (c) of
this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans in accordance with the terms of this Agreement.

     

    SECTION
2.10 Prepayment of
Loans.

     

    (a)        The
Borrower shall have the right at any time and from time to time to prepay,
without penalty, any Borrowing in whole or in part, subject to prior notice in
accordance with paragraph (b) of this Section, and subject to Section 2.15, if
applicable.

     

    (b)        The
Borrower shall notify the Administrative Agent (and, in the case of prepayment
of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy)
of any prepayment hereunder (i) in the case of prepayment of a Eurodollar
Revolving Borrowing, not later than 11:00 a.m., Boston, Massachusetts time,
three (3) Business Days before the date of prepayment, (ii) in the case of
prepayment of an ABR Revolving Borrowing, not later than 11:00 a.m., Boston,
Massachusetts time, one Business Day before the date of prepayment, or (iii) in
the case of prepayment of a Swingline Loan, not later than 12:00 noon, Boston,
Massachusetts time, on the date of prepayment.  Each such notice shall
be irrevocable and shall specify the prepayment date and the principal amount of
each Borrowing or portion thereof to be prepaid.  Promptly following
receipt of any such notice relating to a Revolving Borrowing, the Administrative
Agent shall advise the Lenders of the contents thereof.   Each
partial prepayment of any Revolving Borrowing shall be in an amount that is an
integral multiple of $100,000 and not less than $500,000.  Each
prepayment of a Revolving Borrowing shall be applied ratably to the Loans
included in the prepaid Borrowing.  Prepayments shall be accompanied
by accrued interest to the extent required by Section
2.12.

     

    (c)        In
connection with the prepayment of any Loan prior to the expiration of the
Interest Period applicable thereto, the Borrower shall also pay any applicable
expenses pursuant to Section
2.15.

     

    (d)     
  Amounts to be applied to the prepayment of Loans pursuant to any of
the preceding subsections of this Section shall be applied, first, to reduce
outstanding ABR Loans and next, to the extent of any remaining balance, to
reduce outstanding Eurodollar Loans.  Each such prepayment shall be
applied to prepay ratably the Loans of the Lender.

     

    (e)        If
at any time the total Revolving Credit Exposure of the Lenders exceeds the then
effective Maximum Loan Available Amount, the Borrower shall prepay the Loans in
an amount equal to such excess within one (1) Business Day after such
occurrence.


    
      
         


      

      
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    SECTION
2.11 Fees.

     

    (a)        The
Borrower agrees to pay to the Administrative Agent for the account of each
Lender a facility fee, which shall accrue at .40% per annum on the average daily
unused amount of the Commitment of such Lender during the period from and
including the date of this Agreement to, but excluding, the date on which such
Commitment terminates.  Facility fees accrued through and including
the last day of March, June, September and December of each year shall be
payable on the third Business Day following such last day and on the date on
which the Commitments terminate, commencing on the first such date to occur
after the date hereof; provided that any facility fees accruing after the date
on which the Commitments terminate shall be payable on demand.  All
facility fees shall be computed on the basis of a year of 360 days and shall be
payable for the actual number of days elapsed (including the first day but
excluding the last day).

     

    (b)        The
Borrower agrees to pay (i) to the Administrative Agent for the account of each
Lender a participation fee with respect to its participations in Letters of
Credit, which shall accrue at the Applicable Rate provided for Eurodollar
Revolving Loans on the average daily amount of such Lender's LC Exposure
(excluding any portion thereof attributable to unreimbursed LC Disbursements)
during the period from and including the date of this Agreement to but excluding
the later of the date on which such Lender's Commitment terminates and the date
on which such Lender ceases to have any LC Exposure, and (ii) to the Issuing
Bank a fronting fee, in the amount of 0.125% of the face amount of each Letter
of Credit (but not less than $500.00 for each Letter of
Credit).  Participation fees accrued through and including the last
day of March, June, September and December of each year shall be payable on the
third Business Day following such last day, commencing on the first such date to
occur after the date of this Agreement; provided that all
such fees shall be payable on the date on which the Commitments terminate and
any such fees accruing after the date on which the Commitments terminate shall
be payable on demand.  Fronting fees shall be payable in full in
advance on the date of the issuance, or renewal or extension of each Letter of
Credit, and are not refundable. Any other fees payable to the Issuing Bank
pursuant to this paragraph shall be payable within 10 days after
demand.  All participation fees and fronting fees shall be computed on
the basis of a year of 360 days and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day).

     

    (c)        The
Borrower agrees to pay to the Administrative Agent, for its own account, fees
payable in the amounts and at the times separately agreed upon between the
Borrower and the Administrative Agent.

     

    (d)        All
fees payable hereunder shall be paid on the dates due, in immediately available
funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees
payable to it) for distribution, in the case of facility fees and participation
fees, to the Lenders.  Fees paid shall not be refundable under any
circumstances.


    
      
         


      

      
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    (e)        In
the event that the Maturity Date is extended in accordance with the terms of
Section 2.19,
the Borrower agrees to pay to the Administrative Agent for the account of each
Lender an extension fee equal to 0.50% of the aggregate Commitments on the first
effective day of the extension.

     

    SECTION
2.12 Interest.

     

    (a)        The
Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear
interest at the lesser of (x) the Alternate Base Rate plus the Applicable Rate,
or (y) the Maximum Rate.

     

    (b)        The
Loans comprising each Eurodollar Borrowing shall bear interest at the lesser of
(a) the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing
plus the Applicable Rate, or (b) the Maximum Rate.

     

    (c)        Notwithstanding
the foregoing, (A) if any principal of or interest on any Loan or any fee or
other amount payable by the Borrower hereunder is not paid when due, whether at
stated maturity, upon acceleration or otherwise, such overdue amount shall bear
interest, after as well as before judgment, at a rate per annum equal to (i) in
the case of overdue principal of any Loan, the lesser of (x) 4% plus the rate
otherwise applicable to such Loan as provided in the preceding paragraphs of
this Section, or (y) the Maximum Rate, or (ii) in the case of any other amount,
the lesser of (x) 4% plus the rate applicable to ABR Loans as provided in paragraph (a) of this
Section, or (y) the Maximum Rate; and (B) after the occurrence of any Event of
Default, at the option of the Administrative Agent, or if the Administrative
Agent is directed in writing by the Required Lenders to do so, the Loan shall
bear interest at a rate per annum equal to the lesser of (x) 4% plus the rate
otherwise applicable to such Loan as provided in the preceding paragraphs of
this Section, or (y) the Maximum Rate.

     

    (d)        Accrued
interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan and, in the case of Revolving Loans, upon termination of the
Commitments; provided that (i)
interest accrued pursuant to paragraph (c) of this
Section shall be payable on demand, (ii) in the event of any repayment or
prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior
to the end of the Availability Period), accrued interest on the principal amount
repaid or prepaid shall be payable on the date of such repayment or prepayment
and (iii) in the event of any conversion of any Eurodollar Revolving Loan prior
to the end of the current Interest Period therefor, accrued interest on such
Loan shall be payable on the effective date of such conversion.

     

    (e)        All
interest hereunder shall be computed on the basis of a year of 360 days and
twelve (12) 30-day months, and in each case shall be payable for the actual
number of days elapsed (including the first day but excluding the last
day).  The applicable Alternate Base Rate, Adjusted LIBO Rate or LIBO
Rate shall be determined by the Administrative Agent, and such determination
shall be conclusive absent manifest error.


    
      
         


      

      
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    SECTION
2.13 Alternate Rate of
Interest.  If
prior to the commencement of any Interest Period for a Eurodollar
Borrowing:

     

    (a)        the
Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining
the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest
Period; or

     

    (b)        the
Administrative Agent is advised by the Required Lenders that (i) the Adjusted
LIBO Rate or the LIBO Rate, as applicable, for such Interest Period will not
adequately and fairly reflect the cost to such Lenders (or Lender) of making or
maintaining their Loans (or its Loan) included in such Borrowing for such
Interest Period and (ii) such fact is generally applicable to its loans of this
type to similar borrowers, as evidenced by a certification from such
Lenders;

     

    then the
Administrative Agent shall give notice thereof to the Borrower and the Lenders
by telephone or telecopy as promptly as practicable thereafter and, until the
Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Revolving Borrowing to, or
continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be
ineffective, and (ii) if any Borrowing Request requests a Eurodollar Revolving
Borrowing, such Borrowing shall be made as an ABR Borrowing; provided that if the
circumstances giving rise to such notice affect only one Type of Borrowings,
then the other Type of Borrowings shall be permitted.

     

    SECTION
2.14 Increased
Costs.

     

    (a)       If
any Change in Law shall:

     

    (i)           impose,
modify or deem applicable any reserve, special deposit or similar requirement
against assets of, deposits with or for the account of, or credit extended by,
any Lender (except any such reserve requirement reflected in the Adjusted LIBO
Rate) or the Issuing Bank; or

     

    (ii)           impose
on any Lender or the Issuing Bank or the London interbank market any other
condition (other than one relating to Excluded Taxes) affecting this Agreement
or Eurodollar Loans made by such Lender or any Letter of Credit or participation
therein;

     

    and the
result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining any Eurodollar Loan (or of maintaining its obligation to
make any such Loan) or to increase the cost to such Lender or the Issuing Bank
of participating in, issuing or maintaining any Letter of Credit or to reduce
the amount of any sum received or receivable by such Lender or the Issuing Bank
hereunder (whether of principal, interest or otherwise), then the Borrower will
pay to such Lender or the Issuing Bank, as the case may be, such additional
amount or amounts as will compensate such Lender or the Issuing Bank, as the
case may be, for such additional costs incurred or reduction
suffered.


    
      
         


      

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

     

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

     

    (d)           Failure
or delay on the part of any Lender or the Issuing Bank to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender's or the
Issuing Bank's right to demand such compensation; provided that the
Borrower shall not be required to compensate a Lender or the Issuing Bank
pursuant to this Section for any increased costs or reductions incurred more
than 270 days prior to the date that such Lender or the Issuing Bank, as the
case may be, notifies the Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender's or the Issuing Bank's
intention to claim compensation therefor; provided further that, if the
Change in Law giving rise to such increased costs or reductions is retroactive,
then the 270-day period referred to above shall be extended to include the
period of retroactive effect thereof.

     

    SECTION
2.15 Break Funding
Payments.  In
the event of (a) the payment of any principal of any Eurodollar Loan other than
on the last day of an Interest Period applicable thereto (including as a result
of an Event of Default), (b) the conversion of any Eurodollar Loan other than on
the last day of the Interest Period applicable thereto, (c) the failure to
borrow, convert, continue or prepay any Revolving Loan on the date specified in
any notice delivered pursuant hereto (regardless of whether such notice may be
revoked under Section
2.10(b)), or (d) the assignment of any Eurodollar Loan other than on
the last day of the Interest Period applicable thereto as a result of a request
by the Borrower pursuant to Section 2.18,
then, in any such event, the Borrower shall compensate each Lender for the loss,
cost and expense attributable to such event.  In the case of a
Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to
include an amount determined by such Lender to be the excess, if any, of (i) the
amount of interest which would have accrued on the principal amount of such Loan
had such event not occurred, at the Adjusted LIBO Rate that would have been
applicable to such Loan, for


    
      
         


      

      
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    the
period from the date of such event to the last day of the then current Interest
Period therefor (or, in the case of a failure to borrow, convert or continue,
for the period that would have been the Interest Period for such Loan), over
(ii) the amount of interest which would accrue on such principal amount for such
period at the interest rate which such Lender would bid were it to bid, at the
commencement of such period, for dollar deposits of a comparable amount and
period from other banks in the Eurodollar market.  A certificate of
any Lender setting forth any amount or amounts that such Lender is entitled to
receive pursuant to this Section shall be delivered to the Borrower and shall be
conclusive absent manifest error.  The Borrower shall pay such Lender
the amount shown as due on any such certificate within 10 days after receipt
thereof.

     

    SECTION
2.16 Taxes.

     

    (a)           Any
and all payments by or on account of any obligation of the Borrower hereunder
shall be made free and clear of and without deduction for any Indemnified Taxes
or Other Taxes; provided that if the Borrower shall be required to deduct any
Indemnified Taxes or Other 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, Lender or Issuing Bank (as the case may
be) receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make such deductions and
(iii) the Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

     

    (b)           In
addition, the Borrower shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.

     

    (c)           The
Borrower shall indemnify the Administrative Agent, each Lender and the Issuing
Bank, within 10 days after written demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes paid by the Administrative Agent, such Lender
or the Issuing Bank, as the case may be, on or with respect to any payment by or
on account of any obligation of the Borrower hereunder (including Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to amounts payable
under this Section) 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 Borrower by a Lender or the Issuing Bank,
or by the Administrative Agent on its own behalf or on behalf of a Lender or the
Issuing Bank, shall be conclusive absent manifest error.

     

    (d)           As
soon as practicable after any payment of Indemnified Taxes or Other Taxes by the
Borrower to a Governmental Authority, the Borrower 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.


    
      
         


      

      
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    (e)           Any
Foreign Lender that is entitled to an exemption from or reduction of withholding
tax under the law of the jurisdiction in which the Borrower is located, or any
treaty to which such jurisdiction is a party, with respect to payments under
this Agreement shall deliver to the Borrower (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law, such properly
completed and executed documentation prescribed by applicable law or reasonably
requested by the Borrower as will permit such payments to be made without
withholding or at a reduced rate.

     

    SECTION
2.17 Payments
Generally; Pro Rata Treatment; Sharing of Set-offs.

     

    (a)           The
Borrower shall make each payment required to be made by it hereunder (whether of
principal, interest, fees or reimbursement of LC Disbursements, or of amounts
payable under Section
2.14, 2.15 or 2.16, or otherwise)
prior to 1:00 p.m., Boston, Massachusetts time, on the date when due, in
immediately available funds, without set-off or counterclaim.  Any
amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon.  All such
payments shall be made to the Administrative Agent at its offices at 225
Franklin Street, Boston, Massachusetts, except payments to be made directly to
the Issuing Bank or Swingline Lender as expressly provided herein and except
that payments pursuant to Sections 2.14, 2.15, 2.16 and 9.03 shall be made
directly to the Persons entitled thereto. If the Administrative Agent receives a
payment for the account of a Lender prior to 1:00 p.m., Boston, Massachusetts
time, such payment must be delivered to the Lender on the same day and if it is
not so delivered due to the fault of the Administrative Agent, the
Administrative Agent shall pay to the Lender entitled to the payment interest
thereon for each day after payment should have been received by the Lender
pursuant hereto until the Lender receives payment, at the Federal Funds
Effective Rate.  If any payment hereunder shall be due on a day that
is not a Business Day, the date for payment shall be extended to the next
succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be payable for the period of such
extension.  All payments hereunder shall be made in
Dollars.

     

    (b)           If
at any time insufficient funds are received by and available to the
Administrative Agent to pay fully all amounts of principal, unreimbursed LC
Disbursements, interest and fees then due hereunder, such funds shall be applied
(i) first, towards payment of interest and fees then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (ii) second, towards payment of principal
and unreimbursed LC Disbursements then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal and unreimbursed LC
Disbursements then due to such parties.

     

    (c)           If
any Lender shall, by exercising any right of set-off or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of
its Revolving Loans or participations in LC Disbursements or Swingline Loans
resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its


    
      
         


      

      
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    Revolving
Loans and participations in LC Disbursements and Swingline Loans and accrued
interest thereon than the proportion received by any other Lender, then the
Lender receiving such greater proportion shall purchase (for cash at face value)
participations in the Revolving Loans and participations in LC Disbursements and
Swingline Loans of other Lenders to the extent necessary 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
Revolving Loans and participations in LC Disbursements and Swingline Loans;
provided that
(i) if any such participations are purchased and all or any portion of the
payment giving rise thereto is recovered,  such participations shall
be rescinded and the purchase price restored to the extent of such recovery,
without interest, and (ii) the provisions of this paragraph shall not be
construed to apply to any payment made by the Borrower pursuant to and in
accordance with the express terms of this Agreement or any payment obtained by a
Lender as consideration for the assignment of or sale of a participation in any
of its Loans or participations in LC Disbursements to any assignee or
participant, other than to the Borrower or any Subsidiary or Affiliate thereof
(as to which the provisions of this paragraph shall apply).  The
Borrower consents to the foregoing and agrees, to the extent it may effectively
do so under applicable law, that any Lender acquiring a participation pursuant
to the foregoing arrangements may exercise against the Borrower rights of
set-off and counterclaim with respect to such participation as fully as if such
Lender were a direct creditor of the Borrower in the amount of such
participation.

     

    (d)           Unless
the Administrative Agent shall have received notice from the Borrower prior to
the date on which any payment is due to the Administrative Agent for the account
of the Lenders or the Issuing Bank hereunder that the Borrower will not make
such payment, the Administrative Agent may assume that the Borrower has made
such payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders or the Issuing Bank, as the case may be,
the amount due.  In such event, if the Borrower has not in fact made
such payment, then each of the Lenders or the Issuing Bank, as the case may be,
severally agrees to repay to the Administrative Agent forthwith on demand the
amount so distributed to such Lender or Issuing Bank 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 Federal Funds
Effective Rate.

     

    (e)           If
any Lender shall fail to make any payment required to be made by it pursuant to
Section 2.05(d)
or (e), 2.06(b) or 2.17(d), then the
Administrative Agent may, in its discretion (notwithstanding any contrary
provision hereof), apply any amounts thereafter received by the Administrative
Agent for the account of such Lender to satisfy such Lender's obligations under
such Sections until all such unsatisfied obligations are fully
paid.

     

    SECTION
2.18 Mitigation
Obligations; Replacement of Lenders.

     

    (a)           Each
Lender and the Issuing Bank will notify the Borrower of any event occurring
after the date of this Agreement which will entitle such Person to
compensation


    
      
         


      

      
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    pursuant
to Sections 2.12
and 2.14 as
promptly as practicable after it obtains knowledge thereof and determines to
request such compensation, provided that such Person shall not be liable for the
failure to provide such notice.  If any Lender or the Issuing Bank
requests compensation under Section 2.12, or
if the Borrower is required to pay any additional amount to any such Person
or any Governmental Authority for the account of any Lender pursuant to Section 2.14,
then such Lender or the Issuing Bank shall use reasonable efforts to avoid or
minimize the amounts payable, including, without limitation, the designation of
a different lending office for funding or booking its Loans and Letters of
Credit hereunder or the assignment of its rights and obligations hereunder to
another of its offices, branches or affiliates, if, in the judgment of such
Lender or the Issuing Bank, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 2.12 or 2.14,
as the case may be, in the future and (ii) would not subject such Lender or the
Issuing Bank to any unreimbursed cost or expense and would not otherwise be
disadvantageous to such Lender or the Issuing Bank.  The Borrower
hereby agrees to pay all reasonable and documented costs and expenses incurred
by any Lender or the Issuing Bank in connection with any such designation or
assignment.

     

    (b)           If
any Lender requests compensation under Section 2.12, or
if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.14, or
if any Lender defaults in its obligation to fund Loans hereunder, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in Section 9.04),
all its interests, rights and obligations under this Agreement to an assignee
that shall assume such obligations (which assignee may be another Lender, if a
Lender accepts such assignment); provided that (i) the
Borrower shall have received the prior written consent of the Administrative
Agent (and, if a Commitment is being assigned, the Issuing Bank), which consent
shall not unreasonably be withheld, (ii) such Lender shall have received payment
of an amount equal to the outstanding principal of its Loans and participations
in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees
and all other amounts payable to it hereunder, from the assignee (to the extent
of such outstanding principal and accrued interest and fees) or the Borrower (in
the case of all other amounts), and (iii) in the case of any such assignment
resulting from a claim for compensation under Section 2.12 or
payments required to be made pursuant to Section 2.14, such
assignment will result in a reduction in such compensation or
payments.  A Lender shall not be required to make any such assignment
and delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Borrower to require such assignment
and delegation cease to apply.


    
      
         


      

      
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    SECTION
2.19 Extension.

     

    (a)           Subject
to the provisions of this Section, the Borrower may extend the Maturity Date of
the Revolving Loans one (1) time for one (1) year by giving written request
therefor (the “Extension Request”)
to the Administrative Agent (who shall promptly forward such request to each
Lender) of the Borrower’s desire to extend such term, at least sixty (60), but
no more than one hundred twenty (120), days prior to the Maturity
Date.

     

    (b)          If
the Maturity Date is extended, all of the other terms and conditions of this
Agreement and the other Loan Documents (including interest payment dates) shall
remain in full force and effect and unmodified, except as expressly provided for
herein.  The extension of the Maturity Date is subject to the
satisfaction of each of the following additional conditions:

     

    (i)           The
representations and warranties of each Credit Party set forth in this Agreement
or any other Loan Document to which such Credit Party is a signatory shall be
true and correct in all material respects on the date that the Extension Request
is given to the Administrative Agent and on the first day of the extension
(except to the extent such representations and warranties relate to a specified
date);

     

    (ii)          no
Default or Event of Default has occurred and is continuing on the date on which
the Borrower gives the Administrative Agent the Extension Request or on the
first day of the extension;

     

    (iii)         the
Borrower shall be in compliance with all of the financial covenants set forth in
Article V
hereof both on the date on which the Extension Request is given to the
Administrative Agent and on the first day of the extension;

     

    (iv)         the
Borrower shall have paid to the Administrative Agent all amounts then due and
payable to any of the Lenders, the Issuing Bank and the Administrative Agent
under the Loan Documents, including the extension fee described in Section 2.11(f)
hereof;

     

    (v)          the
Borrower shall pay for any and all reasonable out-of-pocket costs and expenses,
including, reasonable attorneys’ fees and disbursements, incurred by the
Administrative Agent in connection with or arising out of the extension of the
Maturity Date;

     

    (vi)         no
change in the business, assets, management, operations or financial condition of
any Credit Party shall have occurred since the most recent funding of any Loan,
which change, in the judgment of the Administrative Agent, will have or is
reasonably likely to have a Material Adverse Effect;

     

    (vii)        the
Borrower shall execute and deliver to Administrative Agent such other documents,
financial statements, instruments, certificates, opinions of


    
      
         


      

      
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    counsel,
Title Insurance Policy endorsements, reports, or amendments to the Loan
Documents as the Administrative Agent shall reasonably request regarding the
Credit Parties as shall be necessary to effect such extension; and

     

    (viii)      
a written agreement evidencing the extension is signed by the Administrative
Agent, the Lenders, the Credit Parties and any other Person to be charged with
compliance therewith, which agreement such parties agree to execute if the
extension conditions set forth above have been satisfied.

     

    ARTICLE
III

     

    Representations and
Warranties

     

    The
Borrower represents and warrants to the Lenders, the Administrative Agent and
the Issuing Bank that:

     

    SECTION
3.01 Organization;
Powers.  Each
Credit Party is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization, has all requisite power and
authority to carry on its business as now conducted and, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, is qualified to do business in,
and is in good standing in, every jurisdiction where such qualification is
required.

     

    SECTION
3.02 Authorization;
Enforceability.  The
Transactions are within the corporate, partnership or limited liability company
powers (as applicable) of the respective Credit Parties and have been duly
authorized by all necessary corporate, partnership or limited liability company
action.  This Agreement and the Loan Documents have been duly executed
and delivered by each Credit Party which is a party thereto and constitute the
legal, valid and binding obligation of each such Person, enforceable in
accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other laws affecting creditors' rights generally
and subject to general principles of equity, regardless of whether considered in
a proceeding in equity or at law.

     

    SECTION
3.03 Governmental
Approvals; No Conflicts.  The
Transactions (a) do not require any consent or approval of, registration or
filing with, or any other action by, any Governmental Authority, except such as
have been obtained or made and are in full force and effect, (b) will not
violate any applicable law or regulation or the charter, by-laws or other
organizational documents of any Credit Party or any of the Borrower’s
Subsidiaries or any order of any Governmental Authority, (c) will not violate or
result in a default under any indenture, agreement or other instrument binding
upon any Credit Party or any of the Borrower’s Subsidiaries or its assets, or
give rise to a right thereunder to require any payment to be made by any Credit
Party or any of the Borrower’s Subsidiaries, and (d) will not result in the
creation or imposition of any Lien on any asset of any Credit Party or any of
the Borrower’s Subsidiaries, except pursuant to the Deed of
Trust.


    
      
         


      

      
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    SECTION
3.04 Financial
Condition; No Material Adverse Change.

     

    (a)           The
Borrower has heretofore furnished to the Lenders financial statements (i) as of
and for the fiscal year ended December 31, 2008 and the fiscal quarter ended
June 30, 2009, reported on by Deloitte & Touche, LLP, independent public
accountants, for the predecessor entities for EDR, EDR Athens I, LLC, EDR
Tallahassee I, LLC, and EDR Oxford, LLC, and (ii) combined statements of certain
revenues and expenses for the fiscal quarter and the portion of the fiscal year
ended June 30, 2009, for the predecessor entities for EDR Tallahassee Limited
Partnership and EDR Lawrence Limited Partnership.  Such financial
statements present fairly, in all material respects, the financial position and
results of operations and cash flows of the Borrower and its consolidated
Subsidiaries as of such dates and for such periods in accordance with GAAP,
subject to year-end audit adjustments and the absence of footnotes in the case
of the statements referred to in clause (ii) above.

     

    (b)           Since
September 30, 2009, no event has occurred which could reasonably be expected to
have a Material Adverse Effect.

     

    SECTION
3.05 Properties.

     

    (a)           Subject
to Liens permitted by Section 6.02, each of
the Borrower and its Subsidiaries has title to, or valid leasehold interests in,
all its real and personal property material to its business, except for minor
defects in title that do not interfere with its ability to conduct its business
as currently conducted or to utilize such properties for their intended
purposes.

     

    (b)           Each
of the Borrower and its Subsidiaries owns, or is licensed to use, all
trademarks, tradenames, copyrights, patents and other intellectual property
material to the Borrower’s business, and the use thereof by the Borrower and its
Subsidiaries does not infringe upon the rights of any other Person, except for
any such infringements that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

     

    (c)           All
components of all improvements included within the Real Property owned or
leased, as lessee, by any Credit Party, including, without limitation, the roofs
and structural elements thereof and the heating, ventilation, air conditioning,
plumbing, electrical, mechanical, sewer, waste water, storm water, paving and
parking equipment, systems and facilities included therein, are in good working
order and repair, subject to such exceptions which are not reasonably likely to
have, in the aggregate, a Material Adverse Effect.  All water, gas,
electrical, steam, compressed air, telecommunication, sanitary and storm sewage
lines and systems and other similar systems serving the Real Property owned or
leased by any Credit Party are installed and operating and are sufficient to
enable the Real Property to continue to be used and operated in the manner
currently being used and operated, and no Credit Party has any knowledge of any
factor or condition that reasonably could be expected to result in the
termination or material impairment of the furnishing thereof, subject to such
exceptions which are not likely to


    
      
         


      

      
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    have, in
the aggregate, a Material Adverse Effect.  No improvement or portion
thereof is dependent for its access, operation or utility on any land, building
or other improvement not included in the Real Property owned or leased by the
Borrower or its Subsidiaries, other than for access provided pursuant to a
recorded easement or other right of way establishing the right of such access
subject to such exceptions which are not likely to have, in the aggregate, a
Material Adverse Effect.

     

    (d)           All
franchises, licenses, authorizations, rights of use, governmental approvals and
permits (including all certificates of occupancy and building permits) required
to have been issued by Governmental Authority to enable all Real Property owned
or leased by Borrower or any of its Subsidiaries to be operated as then being
operated have been lawfully issued and are in full force and effect, other than
those which the failure to obtain in the aggregate could not be reasonably
expected to have a Material Adverse Effect.  No Credit Party is in
violation of the terms or conditions of any such franchises, licenses,
authorizations, rights of use, governmental approvals and permits, which
violation would reasonably be expected to have a Material Adverse
Effect.

     

    (e)           None
of the Credit Parties has received any notice or has any knowledge, of any
pending, threatened or contemplated condemnation proceeding affecting any Real
Property owned or leased by Borrower or any of its Subsidiaries or any part
thereof, or any proposed termination or impairment of any parking at any such
owned or leased Real Property or of any sale or other disposition of any Real
Property owned or leased by Borrower or any of its Subsidiaries or any part
thereof in lieu of condemnation, which in the aggregate, are reasonably likely
to have a Material Adverse Effect.

     

    (f)           Except
for events or conditions not reasonably likely to have, in the aggregate, a
Material Adverse Effect, (i) no portion of any Real Property owned or leased by
Borrower or any of its Subsidiaries has suffered any material damage by fire or
other casualty loss which has not heretofore been completely repaired and
restored to its condition prior to such casualty, and (ii) no portion of any
Real Property owned or leased by Borrower or any of its Subsidiaries is located
in a special flood hazard area as designated by any federal Government
Authorities or any area identified by the insurance industry or other experts
acceptable to the Administrative Agent as an area that is a high probable
earthquake or seismic area, except as set forth on Schedule
3.05(f).

     

    (g)           There
are no Persons operating or managing any Real Property other than the Borrower
and the Management Company pursuant to (i) the management agreements delivered
to Administrative Agent as of the Effective Date, and (ii) such other management
agreements in form and substance reasonably satisfactory to the Administrative
Agent.  To Borrower’s knowledge, except as disclosed on the Current
Survey no improvement or portion thereof, or any other part of any Real
Property, is dependent for its access, operation or utility on any land,
building or other improvement not included in the Real Property owned or leased
by the Borrower or its Subsidiaries, other than for access provided pursuant to
a recorded easement or other right of way establishing the right of such
access.


    
      
         


      

      
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    SECTION
3.06 Intellectual
Property.  To
the knowledge of each Credit Party, such Credit Party owns, or is licensed to
use, all trademarks, trade names, copyrights, patents and other intellectual
property material to its business, and the use thereof by such Credit Party does
not infringe upon the rights of any other Person, except for any such
infringements that, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.  To the knowledge of
each Credit Party, there are no material slogans or other advertising devices,
projects, processes, methods, substances, parts or components, or other material
now employed, or now contemplated to be employed, by any Credit Party with
respect to the operation of any Real Property, and no claim or litigation
regarding any slogan or advertising device, project, process, method, substance,
part or component or other material employed, or now contemplated to be employed
by any Credit Party, is pending or threatened, the outcome of which could
reasonably be expected to have a Material Adverse Effect.

     

    SECTION
3.07 Litigation and
Environmental Matters.

     

    (a)           Except
as set forth in Schedule 3.07
attached hereto, there are no actions, suits or proceedings by or before any
arbitrator or Governmental Authority pending against or, to the knowledge of the
Borrower, threatened against or affecting any Credit Party or any of the
Borrower’s Subsidiaries (i) as to which there is a reasonable possibility
of an adverse determination and that, if adversely determined, could reasonably
be expected, individually or in the aggregate, to result in a Material Adverse
Effect or (ii) that involve this Agreement or the
Transactions.

     

    (b)          Except
with respect to any other matters that, individually or in the aggregate, could
not reasonably be expected to result in a Material Adverse Effect :

     

    (i)           to
the knowledge of the Credit Parties, all Real Property leased or owned by
Borrower or any of its Subsidiaries is free from contamination by any Hazardous
Material, except to the extent such contamination could not reasonably be
expected to cause a Material Adverse Effect;

     

    (ii)          to
the knowledge of the Credit Parties, the operations of Borrower and its
Subsidiaries, and the operations at the Real Property leased or owned by
Borrower or any of its Subsidiaries are in compliance with all applicable
Environmental Laws, except to the extent such noncompliance could not reasonably
be expected to cause a Material Adverse Effect;

     

    (iii)         neither
the Borrower nor any of its Subsidiaries have known liabilities with respect to
Hazardous Materials and, to the knowledge of each Credit Party, no facts or
circumstances exist which could reasonably be expected to give rise to
liabilities with respect to Hazardous Materials, in either case, except to the
extent such liabilities could not reasonably be expected to have a Material
Adverse Effect;

     

    (iv)         (A)
the Borrower and its Subsidiaries and all Real Property owned or leased by
Borrower or its Subsidiaries have all Environmental Permits


    
      
         


      

      
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    necessary
for the operations at such Real Property and are in compliance with such
Environmental Permits; (B) there are no legal proceedings pending nor, to the
knowledge of any Credit Party, threatened to revoke, or alleging the violation
of, such Environmental Permits; and (C) none of the Credit Parties have received
any notice from any source to the effect that there is lacking any Environmental
Permit required in connection with the current use or operation of any such
properties, in each case, except to the extent the nonobtainment or loss of an
Environmental Permit could not reasonably be expected to have a Material Adverse
Effect;

     

    (v)          neither
the Real Property currently leased or owned by Borrower nor any of its
Subsidiaries, nor, to the knowledge of any Credit Party, (x) any predecessor of
any Credit Party, nor (y) any of Credit Parties’ Real Property owned or leased
in the past, nor (z) any owner of Real Property leased or operated by Borrower
or any of its Subsidiaries, are subject to any outstanding written order or
contract, including Environmental Liens, with any Governmental Authority or
other Person, or to any federal, state, local, foreign or territorial
investigation of which a Credit Party has been given notice respecting (A)
Environmental Laws, (B) Remedial Action, (C) any Environmental Claim; or (D) the
Release or threatened Release of any Hazardous Material, in each case, except to
the extent such written order, contract or investigation could not reasonably be
expected to have a Material Adverse Effect;

     

    (vi)         none
of the Credit Parties are subject to any pending legal proceeding alleging the
violation of any Environmental Law nor, to the knowledge of each Credit Party,
are any such proceedings threatened, in either case, except to the extent any
such proceedings could not reasonably be expected to have a Material Adverse
Effect;

     

    (vii)        neither
the Borrower nor any of its Subsidiaries nor, to the knowledge of each Credit
Party, any predecessor of any Credit Party, nor to the knowledge of each Credit
Party, any owner of Real Property leased by Borrower or any of its Subsidiaries,
have filed any notice under federal, state or local, territorial or foreign law
indicating past or present treatment, storage, or disposal of or reporting a
Release of Hazardous Material into the environment, in each case, except to the
extent such Release of Hazardous Material could not reasonably be expected to
have a Material Adverse Effect;

     

    (viii)      
none of the operations of the Borrower or any of its Subsidiaries or, to the
knowledge of each Credit Party, of any owner of premises currently leased
by  Borrower or any of its Subsidiaries or of any tenant of premises
currently leased from Borrower or any of its Subsidiaries, involve or previously
involved the generation, transportation, treatment, storage or disposal of
hazardous waste, as defined under 40 C.F.R. Part 261.3 (in effect as of the date
of this Agreement) or any state, local, territorial or foreign equivalent, in
violation of Environmental


    
      
         


      

      
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    Laws,
except to the extent the same could not reasonably be expected to have a
Material Adverse Effect; and

     

    (ix)     
    to the knowledge of the Credit Parties, there is not
now, nor has there been in the past (except, in all cases, to the extent the
existence thereof could not reasonably be expected to have a Material Adverse
Effect), on, in or under any Real Property leased or owned by Borrower or any of
its Subsidiaries, or any of their predecessors (A) any underground storage tanks
or surface tanks, dikes or impoundments (other than for surface water); (B) any
friable asbestos-containing materials; (C) any polychlorinated biphenyls; or (D)
any radioactive substances other than naturally occurring radioactive
material.

     

    SECTION
3.08 Compliance with
Laws and Agreements.  Each
of the Credit Parties is in compliance with all laws, regulations and orders of
any Governmental Authority applicable to it or its property and all indentures,
agreements and other instruments binding upon it or its property, except where
the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.  No Default has
occurred and is continuing.

     

    SECTION
3.09 Investment and
Holding Company Status.  Neither
any of the Credit Parties nor any of the Borrower’s Subsidiaries is (a) an
“investment company” as defined in, or subject to regulation under, the
Investment Company Act of 1940 or (b) a “holding company” as defined in, or
subject to regulation under, the Public Utility Holding Company Act of
1935.

     

    SECTION
3.10 Taxes.  Each
Credit Party and each of the Borrower’s Subsidiaries has timely filed or caused
to be filed all Tax returns and reports required to have been filed and has paid
or caused to be paid all Taxes required to have been paid by it, except
(a) Taxes that are being contested in good faith by appropriate proceedings
and for which such Person has set aside on its books adequate reserves or
(b) to the extent that the failure to do so could not reasonably be
expected to result in a Material Adverse Effect.

     

    SECTION
3.11 ERISA.  No
ERISA Event has occurred or is reasonably expected to occur that, when taken
together with all other such ERISA Events for which liability is reasonably
expected to occur, could reasonably be expected to result in a Material Adverse
Effect.  The Borrower does not have any Plans as of the date
hereof.  As to any future Plan the present value of all accumulated
benefit obligations under each Plan (based on the assumptions used for purposes
of Statement of Financial Accounting Standards No. 87) will not exceed the
fair market value of the assets of such Plan, and the present value of all
accumulated benefit obligations of all underfunded Plans (based on the
assumptions used for purposes of Statement of Financial Accounting Standards
No. 87) will not exceed the fair market value of the assets of all such
underfunded Plans.

     

    SECTION
3.12 Disclosure.  The
Borrower has disclosed or made available to the Lenders all agreements,
instruments and corporate or other restrictions to which it, any other Credit
Party, or any of its Subsidiaries is subject, and all other matters known to it,
that, in the aggregate, could reasonably be expected to result in a Material
Adverse Effect.  Neither the Confidential Information Memorandum dated
September, 2009 prepared by the Administrative Agent in


    
      
         


      

      
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    conjunction
with the Borrower, nor any of the reports, financial statements, certificates or
other information furnished by or on behalf of the Borrower to the
Administrative Agent or any Lender in connection with the negotiation of this
Agreement or delivered hereunder (as modified or supplemented by other
information so furnished) contains any material misstatement of fact or omits to
state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided that,
with respect to projected financial information, the Borrower represents only
that such information was prepared in good faith based upon assumptions believed
to be reasonable at the time.

     

    SECTION
3.13 Insurance.  Borrower
has provided to Administrative Agent an insurance schedule which accurately sets
forth, in all material respects, as of the Effective Date all insurance policies
and programs currently in effect with respect to the assets and business of
Borrower and its Subsidiaries, specifying for each such policy and program, (i)
the amount thereof, (ii) the risks insured against thereby, (iii) the name of
the insurer and each insured party thereunder, (iv) the policy or other
identification number thereof and (v) the expiration date
thereof.  Such insurance policies and programs (or such other similar
policies as are permitted pursuant to Section 5.06) are
currently in full force and effect, and, together with payment by the insured of
scheduled deductible payments, are in amounts sufficient to cover the
replacement value of the respective assets of the Borrower and its
Subsidiaries.

     

    SECTION
3.14 Margin
Regulations. The
Borrower is not engaged in the business of extending credit for the purpose of
purchasing or carrying margin stock (within the meaning of Regulation U issued
by the Board), and no proceeds of any Loan or Letter of Credit will be used to
purchase or carry any margin stock.

     

    SECTION
3.15 Subsidiaries;
REIT Qualification.  As
of the Effective Date, the Parent has only the Subsidiaries listed on Schedule 3.15
attached hereto.  Education Realty OP GP, Inc. and Education Realty OP
Limited Partnership Trust each qualify as a “qualified REIT subsidiary” under
Section 856 of the Code.

     

    ARTICLE
IV

     

    Conditions

     

    SECTION
4.01 Effective
Date. The
obligations of the Lenders to make Loans and of the Issuing Bank to issue
Letters of Credit hereunder shall not become effective until the date on which
each of the following conditions is satisfied (or waived in accordance with
Section
9.02):

     

    (a)           The
Administrative Agent (or its counsel) shall have received from each Credit Party
either (i) a counterpart of this Agreement and all other Loan Documents to
which it is party signed on behalf of such party or (ii) written evidence
satisfactory to the Administrative Agent (which may include telecopy
transmission of a signed signature page of each such Loan Document other than
the Notes) that such party has signed a counterpart of the Loan Documents,
together with copies of all Loan Documents.


    
      
         


      

      
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    (b)           The
Administrative Agent shall have received a favorable written opinion (addressed
to the Administrative Agent and the Lenders and dated the Effective Date) of
Bass, Berry & Sims PLC, counsel for the Borrower and the Guarantor, and such
other counsel as the Administrative Agent may approve, covering such matters
relating to the Credit Parties, the Loan Documents or the Transactions as the
Required Lenders shall reasonably request.  The Borrower hereby
requests such counsel to deliver such opinion.

     

    (c)           The
Administrative Agent shall have received such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the
organization, existence and good standing of the Credit Parties, the
authorization of the Transactions and any other legal matters relating to the
Credit Parties, this Agreement (including each Credit Party's compliance with
Section 9.14 and other customary "know your customer" requirements) or the
Transactions, all in form and substance satisfactory to the Administrative Agent
and its counsel.

     

    (d)           The
Administrative Agent shall have received a Compliance Certificate, dated the
date of this Agreement and signed by a Financial Officer of EDR, in form and
substance satisfactory to the Administrative Agent.

     

    (e)           The
Administrative Agent shall have received all fees and other amounts due and
payable on or prior to the Effective Date, including, to the extent invoiced,
reimbursement or payment of all out-of-pocket expenses required to be reimbursed
or paid by the Borrower hereunder.

     

    (f)        
   The Administrative Agent shall have received copies of all
other Loan Documents, and the Appraisal (which will be updated annually if
requested by the Administrative Agent or the Required Lenders), the
Environmental Assessment, the Title Insurance Policy and the Current Survey (in
each instance as delivered in connection with the original closing of the Loan,
with the Administrative Agent receiving an acceptable endorsement to each Title
Policy) and such other due diligence information as the Administrative Agent may
require for each Mortgaged Property.

     

    The
Administrative Agent shall notify the Borrower and the Lenders of the Effective
Date, and such notice shall be conclusive and binding.

     

    SECTION
4.02 Each Credit
Event.  The
obligation of each Lender to make a Loan on the occasion of any Borrowing, and
of the Issuing Bank to issue, amend, renew or extend any Letter of Credit, is
subject to the satisfaction of the following conditions:

     

    (a)           The
representations and warranties of each Credit Party set forth in this Agreement
or in any other Loan Document shall be true and correct on and as of the date of
such Borrowing or the date of issuance, amendment, renewal or extension of such
Letter of Credit, as applicable.


    
      
         


      

      
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    (b)           At
the time of and immediately after giving effect to such Borrowing or the
issuance, amendment, renewal or extension of such Letter of Credit, as
applicable, no Default shall have occurred and be continuing.

     

    (c)           With
respect to (i) any requested Borrowings, the Borrower shall have complied with
Section 2.03 or
Section 2.04,
as applicable, and (ii) the request for the issuance, amendment, renewal or
extension of any Letters of Credit, the Borrower shall have complied with Section
2.05(b).

     

    (d)           The
Administrative Agent shall have received a Compliance Certificate signed by a
Financial Officer of EDR.

     

    Each
Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by the
Borrower on the date thereof as to the matters specified in this
Section.

     

    ARTICLE
V

     

    Affirmative
Covenants

     

    Until the
Commitments have expired or been terminated and the principal of and interest on
each Loan and all fees payable hereunder shall have been paid in full and all
Letters of Credit shall have expired or terminated and all LC Disbursements
shall have been reimbursed, the Borrower covenants and agrees with the Lenders
that:

     

    SECTION
5.01 Financial
Statements; Ratings Change and Other Information.  The
Borrower will furnish to the Administrative Agent and each Lender:

     

    (a)           within
90 days after the end of each fiscal year of the Parent, the Borrower’s and
the Parent’s audited consolidated balance sheet and related statements of
operations, stockholders' equity and cash flows as of the end of and for such
year, setting forth in each case in comparative form the figures for the
previous fiscal year, all reported on by Deloitte & Touche LLP or other
independent public accountants of recognized national standing (without a “going
concern” or like qualification or exception and without any qualification or
exception as to the scope of such audit) to the effect that such consolidated
financial statements present fairly in all material respects the financial
condition and results of operations of the Parent and its consolidated
Subsidiaries on a consolidated basis in accordance with GAAP consistently
applied;

     

    (b)           within
45 days after the end of each of the first three fiscal quarters of each
fiscal year of the Parent, the Borrower’s and the Parent’s consolidated balance
sheet and related statements of operations, stockholders' equity and cash flows
as of the end of and for such fiscal quarter and the then elapsed portion of the
fiscal year, setting forth in each case in comparative form the figures for the
corresponding period or periods of (or, in the case of the balance sheet, as of
the end of) the previous fiscal year, all certified by one of its Financial
Officers as presenting fairly in all material respects the financial
condition


    
      
         


      

      
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    and
results of operations of the Parent and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied, subject to
normal year-end audit adjustments and the absence of footnotes, and (ii) a
property report with a list of all Real Property acquired by the Borrower or any
of its Subsidiaries since the last quarterly property report and summary
operating information for each project, including the Net Operating Income of
each property;

     

    (c)           concurrently
with any delivery of financial statements under clause (a) or
(b) above, a certificate of a Financial Officer of EDR (the “Compliance
Certificate”) in the form of Exhibit B attached
hereto;

     

    (d)           promptly
after the same become publicly available for Forms 10-K and 10-Q described
below, and upon written request for items other than Forms 10-K and 10-Q
described below, copies of all periodic and other reports, proxy statements and
other materials filed by the Parent, the Borrower or any Subsidiary with the
Securities and Exchange Commission (including registration statements and
reports on Form 10-K, 10-Q and 8-K (or their equivalents)), or any Governmental
Authority succeeding to any or all of the functions of said Commission, or with
any national securities exchange, or distributed by the Parent or the Borrower
to its shareholders generally, as the case may be;

     

    (e)           within
thirty (30) days after the beginning of each fiscal year, a current operating
budget of the Borrower and its Subsidiaries (based on the Borrower’s good faith
estimates and projections) for that fiscal year, including projected sources and
uses of funds (including dividend and debt payments); and

     

    (f)       
    promptly following any request therefor, such other
information regarding the operations, business affairs and financial condition
of any Credit Party or any Subsidiary of the Borrower, or compliance with the
terms of the Loan Documents, as the Administrative Agent or any Lender may
reasonably request.

     

    SECTION
5.02 Financial
Tests.  The
Borrower shall have and maintain, on a consolidated basis in accordance with
GAAP, tested as of the close of each fiscal quarter:

     

    (a)           a
Total Leverage Ratio no greater than sixty five percent (65%) prior to November
20, 2012, and sixty percent (60%) thereafter;

     

    (b)           commencing
on the Measurement Date, an Interest Coverage Ratio of not less than 1.85:1.00
at all times;

     

    (c)           commencing
on the Measurement Date, a Fixed Charge Coverage Ratio of not less than
1.50:1.00 at all times;

     

    (d)           a
Tangible Net Worth of at least $432,665,300.00, plus seventy-five percent (75%)
of the net proceeds (gross proceeds less reasonable and customary costs of sale
and issuance paid to Persons not Affiliates of any Credit Party) received by the
Borrower or the Parent at any time from the issuance of stock (whether
common,


    
      
         


      

      
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    preferred
or otherwise) of the Parent or the Borrower after the date of this Agreement, at
all times;

     

    (e)           the
ratio of (i) the sum of the Borrower’s Indebtedness and the Parent’s
Indebtedness that bears interest at a varying rate of interest or that does not
have the interest rate effectively fixed pursuant to a Hedging Agreement, to
(ii) the sum of the Borrower’s Indebtedness and the Parent’s Indebtedness, shall
not exceed thirty percent (30%).

     

    SECTION
5.03 Notices of
Material Events.  The
Borrower will furnish to the Administrative Agent and each Lender written notice
of the following promptly after it becomes aware of same (unless specific time
is set forth below):

     

    (a)           the
occurrence of any Default;

     

    (b)           within
five (5) Business Days after the filing or commencement of any action, suit or
proceeding by or before any arbitrator or Governmental Authority against or
affecting any Credit Party or any Affiliate thereof that, if adversely
determined, could reasonably be expected to result in a Material Adverse
Effect;

     

    (c)           within
five (5) Business Days after the occurrence of any ERISA Event that, alone or
together with any other ERISA Events that have occurred, could reasonably be
expected to result in liability of the Borrower and its Subsidiaries in an
aggregate amount exceeding $10,000,000.00; and

     

    (d)           any
other development that results in, or could reasonably be expected to result in,
a Material Adverse Effect.

     

    Each
notice delivered under this Section shall be accompanied by a statement of a
Financial Officer or other executive officer of EDR setting forth the details of
the event or development requiring such notice and any action taken or proposed
to be taken with respect thereto.

     

    At the
Administrative Agent’s option, after the happening of any of the events listed
in clauses (a), (b) or (d) above, the Administrative Agent may obtain, or cause
the Borrower to obtain, an updated Appraisal for the property giving rise to
such events, all at the Borrower’s expense.

     

    SECTION
5.04 Existence;
Conduct of Business.  The
Borrower will, and will cause each of its Subsidiaries to, do or cause to be
done all things necessary to preserve, renew and keep in full force and effect
its legal existence and the rights, licenses, permits, privileges and franchises
material to the conduct of its business; provided that the foregoing shall not
prohibit any merger, consolidation, liquidation or dissolution permitted under
Section 6.03.  Each
Person that is a Borrower must at all times be a wholly owned Subsidiary of
EDR.

     

    SECTION
5.05 Payment of
Obligations.  The
Borrower will, and will cause each of its Subsidiaries to, pay its obligations,
including Tax liabilities, that, if not paid, could result in a


    
      
         


      

      
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    Material
Adverse Effect before the same shall become delinquent or in default, except
where (a) the validity or amount thereof is being contested in good faith by
appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on
its books adequate reserves with respect thereto in accordance with GAAP and (c)
the failure to make payment pending such contest could not reasonably be
expected to result in a Material Adverse Effect.

     

    SECTION
5.06 Maintenance of
Properties; Insurance.

     

    (a)           The
Borrower will, and will cause each of its Subsidiaries to, (i) keep and
maintain all property material to the conduct of its business in good working
order and condition, ordinary wear and tear excepted, and (ii) maintain,
with financially sound and reputable insurance companies, insurance in such
amounts and against such risks as are set forth in the schedule provided
pursuant to Section
3.13, with Administrative Agent named as loss payee and a beneficiary of
such insurance on substantially similar policies and programs as are acceptable
to Administrative Agent.

     

    (b)          The
Borrower shall maintain the following insurance coverages for each of the
Mortgaged Properties in the Pool:

     

    (i)           An
all-risk policy of permanent property insurance insuring the Mortgaged Property
against all risks of any kind or character except those permitted by the
Administrative Agent in writing to be excluded from coverage
thereunder.

     

    (ii)          A
boiler and machinery insurance policy covering loss or damage to all portions of
the Mortgaged Property comprised of air-conditioning and heating systems, other
pressure vessels, machinery, boilers or high pressure piping.

     

    (iii)         An
all-risk policy of insurance covering loss of earnings and/or rents from the
Mortgaged Property in the event that the Mortgaged Property is not available for
use or occupancy due to casualty, damage or destruction required to be covered
by the policies of insurance described in (i) and (ii) above.

     

    (iv)         Commercial
general liability, auto liability, umbrella or excess liability and worker's
compensation insurance against claims for bodily injury, death or property
damage occurring on, in or about the Mortgaged Property in an amount and
containing terms acceptable to the Administrative Agent.

     

    (v)  
       Such other insurance against other
insurable hazards, risks or casualties which at the time are commonly insured
against in the case of owners and premises similarly situated, due regard being
given to the financial condition of the Borrower, the height and type of the
Mortgaged Property, its construction, location, use and occupancy.

     

    (vi)         All
required insurance will be written on forms acceptable to the Administrative
Agent and by companies having a Best's Insurance Guide Rating


    
      
         


      

      
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    of not
less than A or A+ and which are otherwise acceptable to the Administrative
Agent, and such insurance (other than third party liability insurance) shall be
written or endorsed so that all losses are payable to the Administrative Agent,
as Administrative Agent for the Lenders.  The original policies
evidencing such insurance shall be delivered by the Borrower to the
Administrative Agent and held by the Administrative Agent, unless Administrative
Agent expressly consents to accept insurance certificates
instead.  Each such policy shall expressly prohibit cancellation or
modification of insurance without thirty (30) days' written notice to the
Administrative Agent.  The Borrower agrees to furnish due proof of
payment of the premiums for all such insurance to Administrative Agent promptly
after each such payment is made and in any case at least fifteen (15) days
before payment becomes delinquent.

     

    (c)           The
Borrower will pay and discharge all taxes, assessments, maintenance charges,
permit fees, impact fees, development fees, capital repair charges, utility
reservations and standby fees and all other similar impositions of every kind
and character charged, levied, assessed or imposed against any interest in any
of the Mortgaged Property owned by it, as they become payable and before they
become delinquent.  The Borrower shall furnish receipts evidencing
proof of such payment to the Administrative Agent promptly after payment and
before delinquency.

     

    SECTION
5.07 Books and
Records; Inspection Rights.

     

    (a)           The
Borrower will, and will cause each of its Subsidiaries to, keep proper books of
record and account in which full, true and correct entries are made of all
dealings and transactions in relation to its business and
activities.

     

    (b)           The
Borrower will, and will cause each of its Subsidiaries to, permit any
representatives designated by the Administrative Agent or any Lender, upon
reasonable prior notice and subject to rights of tenants, to visit and inspect
its properties, to examine and make extracts from its books and records, and to
discuss its affairs, finances and condition with its officers and independent
accountants, all at such reasonable times and as often as reasonably
requested.

     

    SECTION
5.08 Compliance with
Laws.  The
Borrower will, and will cause each of its Subsidiaries to, comply with all laws,
rules, regulations and orders of any Governmental Authority applicable to it or
its property, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect.

     

    SECTION
5.09 Use of Proceeds
and Letters of Credit.  The
proceeds of the Loans will be used for acquisition, development and enhancement
of Real Property, debt refinancing, capital improvements and working
capital.  No part of the proceeds of any Loan will be used, whether
directly or indirectly, for financing, funding or completing the hostile
acquisition of publicly traded Persons or for any purpose that entails a
violation of any of the Regulations of the Board, including Regulations U
and X.


    
      
         


      

      
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    SECTION
5.10 Fiscal
Year.  Borrower
shall maintain as its fiscal year the twelve (12)-month period ending on
December 31 of each year.

     

    SECTION
5.11 Environmental
Matters.

     

    (a)           Borrower
shall comply and shall cause each of its Subsidiaries and each Real Property
owned or leased by such parties to comply in all material respects with all
applicable Environmental Laws currently or hereafter in effect, except to the
extent noncompliance could not reasonably be expected to have a Material Adverse
Effect.

     

    (b)           If
the Administrative Agent or the Required Lenders at any time have a reasonable
basis to believe that there may be a material violation of any Environmental Law
related to any Real Property owned or leased by Borrower or any of its
Subsidiaries, or Real Property adjacent to such Real Property, which could
reasonably be expected to have a Material Adverse Effect, then Borrower agrees,
upon request from the Administrative Agent (which request may be delivered at
the option of Administrative Agent or at the direction of Required Lenders), to
provide the Administrative Agent, at the Borrower’s expense, with such reports,
certificates, engineering studies or other written material or data as the
Administrative Agent or the Required Lenders may reasonably require so as to
reasonably satisfy the Administrative Agent and the Required Lenders that any
Credit Party or Real Property owned or leased by them is in material compliance
with all applicable Environmental Laws.

     

    (c)           Borrower
shall, and shall cause each of its Subsidiaries to, take such Remedial Action or
other action as required by Environmental Law or any Governmental
Authority.

     

    (d)           If
the Borrower fails to timely take, or to diligently and expeditiously proceed to
complete in a timely fashion, any action described in this Section, the
Administrative Agent may, after notice to the Borrower, with the consent of the
Required Lenders, make advances or payments toward the performance or
satisfaction of the same, but shall in no event be under any obligation to do
so.  All sums so advanced or paid by the Administrative Agent
(including reasonable counsel and consultant and investigation and laboratory
fees and expenses, and fines or other penalty payments) and all sums advanced or
paid in connection with any judicial or administrative investigation or
proceeding relating thereto, will become due and payable from the Borrower ten
(10) Business Days after demand, and shall bear interest at the rate for past
due interest provided in Section 2.12(c) from
the date any such sums are so advanced or paid by the Administrative Agent until
the date any such sums are repaid by the Borrower.  Promptly upon
request, the Borrower will execute and deliver such instruments as the
Administrative Agent may deem reasonably necessary to permit the Administrative
Agent to take any such action, and as the Administrative Agent may require to
secure all sums so advanced or paid by the Administrative Agent.  If a
Lien is filed against the Mortgaged Property by any Governmental Authority
resulting from the need to expend or the actual expending of monies arising from
an action or omission, whether intentional or unintentional, of the Borrower or
for which any Borrower is responsible, resulting in the


    
      
         


      

      
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    Releasing
of any Hazardous Material into the waters or onto land located within or without
the State where the Mortgaged Property is located, then the Borrower will,
within thirty (30) days from the date that the Borrower is first given notice
that such Lien has been placed against the Mortgaged Property (or within such
shorter period of time as may be specified by the Administrative Agent if such
Governmental Authority has commenced steps to cause the Mortgaged Property to be
sold pursuant to such Lien), either (i) pay the claim and remove the Lien, or
(ii) furnish a cash deposit, bond or such other security with respect thereto as
is satisfactory in all respects to the Administrative Agent and is sufficient to
effect a complete discharge of such Lien on the Mortgaged Property.

     

    SECTION
5.12 Property
Pool.

     

    (a)           The
Borrower (or a Subsidiary of EDR if the conditions in Subsection (c) below are
satisfied) will at all times own (in fee simple title or through an Eligible
Ground Lease) a pool (the “Pool”) of Real Property assets that are subject to a
Deed of Trust and Environmental Indemnity and are Collateral and that are not
subject to a Lien in any manner, other than Permitted Encumbrances, with an
aggregate Pool Value equal to at least $50,000,000, with the following
characteristics:

     

    (i)         
   completed income-producing, first-class student housing
communities located in states in the United States of America other than Alaska
and Hawaii;

     

    (ii)         
  managed by the Borrower, its Subsidiary or the Management
Company;

     

    (iii)           a
final certificate of occupancy, or the local equivalent has been issued by the
appropriate Governmental Authority for all of the improvements on the Real
Property;

     

    (iv)           no
material deferred maintenance and no capital improvements are required to
continue operating as a first-class student housing community, as determined by
an architectural or engineering report approved by the Administrative
Agent;

     

    (v)           (1)
the Administrative Agent must have received Phase I environmental reports from
third-party independent consultants for each property in, or to be added to, the
Pool that do not disclose any adverse material environmental conditions, (2) the
owner of the subject property must be able to make the representations and
warranties in Sections 3.05 and 3.07 as to each property in, or to be added to,
the Pool, (3) the owner of the subject property must have provided a current
Survey, Title Insurance Policy, Financing Statement, flood zone certification,
and all other documents required for Collateral as the Administrative Agent may
require (which will include, at a minimum, proof of casualty and liability
insurance complying with this Agreement, architect’s or


    
      
         


      

      
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    engineer’s
inspection report, central and local Uniform Commercial Code searches,
Appraisal, current rent roll, purchase agreement, recent photographs, last three
years operating statements, a pro forma operating statement, and a site visit by
the Administrative Agent) and in form and substance satisfactory to the
Administrative Agent, and (4) if the property owner is to become a “Borrower”
under this Agreement, then it must have joined in, and assumed all obligations
of a “Borrower” under, this Agreement and the other Loan Documents, a Subsidiary
owner must have complied with Subsection (c) below, and in each case provided
all of the items required by Article IV (to the extent applicable), all in form
and substance satisfactory to the Administrative Agent;

     

    (vi)           the
property has an average occupancy ratio for the four (4) prior quarters of at
least eighty percent (80%) (exclusive of the property owned by EDR Tallahassee,
LP through the June 30, 2010 test); and

     

    (vii)          the
property is otherwise approved by the Administrative Agent and the Required
Lenders, such approval not to be unreasonably withheld. As of the Effective Date
the Real Property assets included in the Pool are listed on Schedule 5.12
attached hereto.

     

    (b)           Notwithstanding
the foregoing, (i) there shall at all times be at least four (4) separate Real
Property assets in the Pool, and (ii) no single property in the Pool shall have
a Pool Value equal to or greater than 40% of the aggregate Pool
Value.

     

    (c)           If
any Real Property to be included in the Pool is owned by a Subsidiary of EDR
that is not a Borrower, then the Real Property may be included in the Pool only
if the owner of such Real Property (i) is a wholly owned Subsidiary of EDR, and
(ii) executes a Guaranty and delivers it to the Administrative
Agent.

     

    (d)           All
of the Real Property assets in the Pool must be owned by EDR or a wholly owned
Subsidiary of EDR that is either a Borrower or a Guarantor.

     

    (e)           If
the Borrower requests inclusion of assets in the Pool that do not meet the
requirements of this Section, then such assets may only be included in the Pool
upon the prior written approval of the Administrative Agent and the Required
Lenders.

     

    SECTION
5.13 Further
Assurances.  At
any time upon the request of the Administrative Agent, Borrower will, promptly
and at its expense, execute, acknowledge and deliver such further documents and
perform such other acts and things as the Administrative Agent may reasonably
request to evidence the Loans made hereunder and interest thereon in accordance
with the terms of this Agreement.  The Administrative Agent has agreed
in some instances that the maximum amount secured by a Deed of Trust may be
limited in order to reduce fees or taxes paid by the Borrower in a particular
jurisdiction. If an Appraisal reflects that the Appraised Value of a Real
Property asset subject to a Deed of Trust is in excess of the maximum amount
secured by the Deed of Trust, then within ten (10) days after written notice
from the Administrative Agent to the Borrower, upon the reasonable request of
the Administrative Agent, the Borrower


    
      
         


      

      
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    will
execute an amendment to the Deed of Trust and such other documentation as is
necessary to increase the amount secured by the Deed of Trust to at least the
Appraised Value of the subject Real Property.

     

    SECTION
5.14 Partial
Releases.  The
Borrower may obtain the release of any Mortgaged Property (the “Release Tract”) from
the liens and security interests of the Loan Documents if it satisfies the
following terms and conditions:

     

    (a)           No
Event of Default is in existence, and the release of the Release Tract will not
cause there to be a Default (including under Section 5.12
hereof).  EDR will deliver to the Administrative Agent a Compliance
Certificate with pro forma information without the Release Tract.

     

    (b)           The
release will be for the complete Mortgaged Property constituting a student
housing community, and not for just a portion thereof.

     

    (c)           No
less than forty-five (45) days prior to the date of the requested release
(“Partial Release
Date”), the Borrower shall deliver to the Administrative Agent a written
request for such partial release (the “Release
Request”).

     

    (d)           The
Borrower shall provide the Administrative Agent with an endorsement to the Title
Insurance Policy, if required with respect to interrelated Title Insurance
Policies, and such other documents as may be reasonably required by the
Administrative Agent, to confirm that the liens and security interests of the
Loan Documents remain valid and prior liens against the Mortgaged Properties
(the “Remaining
Projects”).

     

    (e)           The
Borrower shall pay all costs and expenses incurred by the Administrative Agent
in connection with such Partial Release, including, without limitation,
reasonable attorneys’ fees, recording fees and any title policy endorsement
fees.

     

    (f)           The
Administrative Agent shall have received satisfactory evidence that each of the
Remaining Projects which is adjoining or which shares access or easements with
the Release Tract, if any, has adequate access and joint use easements, that
there are no encroachments from or on to the Release Tract, and that there is no
inability to use required facilities or amenities, which evidence may be
provided by a Current Survey of the affected Remaining Projects.

     

    Subject
to the satisfaction of the provisions of this Section, any Borrower other than
EDR owning the Release Tract which has no other ownership interest in any of the
Remaining Projects, will be released from further payment and performance of the
Loans on the Partial Release Date, other than obligations under the
Environmental Indemnity.

    


    SECTION
5.15 Parent
Covenants.  The
Parent will:


    
      
         


      

      
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    (a)           maintain
at least one class of common shares of the Parent having trading privileges on
the New York Stock Exchange;

     

    (b)           own,
directly or indirectly, all of the general partner interests in EDR and at least
fifty-one percent (51%) of (i) the shares of beneficial interest of EDR, and
(ii) each class of security issued by EDR with the power to select the general
partner of EDR;

     

    (c)           maintain
management and control of EDR;

     

    (d)           conduct
substantially all of its operations through EDR and one or more of EDR’s
Subsidiaries;

     

    (e)           comply
with all Legal Requirements to maintain, and will at all times elect, qualify as
and maintain, its status as a real estate investment trust under Section
856(c)(i) of the Code;

     

    (f)           cause
no less than fifty percent (50%) of the proceeds of any common, preferred or
other equity offering of the Parent or the Borrower consummated after July 1,
2009, but prior to October 31, 2009, to be utilized in repayment of Indebtedness
of the Parent, the Borrower and their Subsidiaries; and

     

    (g)           promptly
contribute to EDR the net proceeds of any stock sales or debt
offerings.

     

    ARTICLE
VI

     

    Negative
Covenants

     

    Until the
Commitments have expired or terminated and the principal of and interest on each
Loan and all fees payable hereunder have been paid in full and all Letters of
Credit have expired or terminated and all LC Disbursements shall have been
reimbursed, the Borrower covenants and agrees with the Lenders
that:

     

    SECTION
6.01 Sale/Leaseback.  The
Borrower will not, and will not permit any Subsidiary to, enter into a
sale/leaseback, or similar transaction, for any of its Real
Property.

     

    SECTION
6.02 Liens.  The
Borrower will not create, incur, assume or permit to exist any Lien on any
property or asset now owned or hereafter acquired by it, or assign or sell any
income or revenues (including accounts receivable) or rights in respect of any
thereof, except:

     

    (a)           Permitted
Encumbrances; and

     

    (b)          any
Lien on any property or asset of the Borrower existing on the date hereof and
set forth in Schedule 6.02;
provided that
(i) such Lien shall not apply to any other property or asset of the Borrower or
any Subsidiary and (ii) such Lien shall secure only those
obligations  (whether present or future) set forth in the governing
loan

     

    
      
         


      

      
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    documents,
as of the date hereof and extensions, renewals and replacements thereof that do
not increase the outstanding principal amount thereof.

     

    SECTION
6.03 Fundamental
Changes.  The
Borrower will not, and will not permit any Subsidiary to:

     

    (a)           merge
into or consolidate with any other Person, or permit any other Person to merge
into or consolidate with it, or sell, transfer, lease or otherwise dispose of
(in one transaction or in a series of transactions) all or substantially all of
the assets of the Borrower or all or substantially all of the stock of its
Subsidiaries (in each case, whether now owned or hereafter acquired), or
liquidate or dissolve, except that, if at the time thereof and immediately after
giving effect thereto no Default shall have occurred and be continuing
(i) any Person may merge into, or consolidate with, EDR in a transaction in
which EDR is the surviving corporation, (ii) any Person not a Credit Party
may merge into, or consolidate with, any Subsidiary in a transaction in which
the surviving entity is a Subsidiary, (iii) any Subsidiary not a Credit Party
may sell, transfer, lease or otherwise dispose of its assets to the Borrower or
to another Subsidiary, (iv) any Subsidiary not a Credit Party may liquidate or
dissolve if the Borrower determines in good faith that such liquidation or
dissolution is in the best interests of the Borrower and is not materially
disadvantageous to the Lenders, (v) any Subsidiary which is a Credit Party may
merge into (or consolidate with) or liquidate or dissolve into, any other
Subsidiary which is a Credit Party, and (vi) any Subsidiary which is a Credit
Party may sell, transfer, lease or otherwise dispose of its assets to Borrower
or to any other Subsidiary which is a Credit Party; provided that any such
merger involving a Person that is not a wholly owned Subsidiary immediately
prior to such merger shall not be permitted unless also permitted by Section 6.04.

     

    (b)           sell,
transfer, lease or otherwise dispose of any of its assets to a Person other than
pursuant to clause (a) above if (i) the Value of the assets disposed of in any
twelve (12) month period exceeds twenty-five percent (25%) of the Value of the
Borrower’s and its Subsidiaries’ Real Property other than Assets Under
Development or undeveloped land, before giving effect to such dispositions, or
(ii) the assets disposed of in any twelve (12) month period contributed or made
up more than twenty-five percent (25%) of the Borrower’s Net Operating Income
for such twelve (12) month period.

     

    (c)           engage
to any material extent in any business other than the ownership, development,
operation and management of student housing communities and businesses
reasonably related thereto, except as allowed by Section
6.04(e).

     

    SECTION
6.04 Investments,
Loans, Advances and Acquisitions.  The
Borrower will not, and will not permit any of its Subsidiaries to, purchase,
hold or acquire (including pursuant to any merger with any Person that was not a
wholly owned Subsidiary prior to such merger) any capital stock, evidences of
indebtedness or other securities (including any option, warrant or other right
to acquire any of the foregoing) of, make or permit to exist any loans or
advances to, or make or permit to exist any investment or any other interest in,
any other Person, or purchase


    
      
         


      

      
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    or
otherwise acquire (in one transaction or a series of transactions) any assets of
any other Person constituting a business unit, except:

     

    (a)           Permitted
Investments;

     

    (b)           Real
Property operated as student housing communities;

     

    (c)           investments
in Unconsolidated Affiliates so long as the aggregate amount of such investments
described in this clause (c) does not
exceed fifteen percent (15%) of the Total Asset Value after giving effect to
such investments;

     

    (d)           undeveloped
land, so long as the aggregate Historical Value of such land does not exceed ten
percent (10%) of Total Asset Value, after giving effect to such
investments;

     

    (e)           investments
not related to the ownership, development, operation and management of student
housing communities, so long as the value of same, determined in accordance with
this Agreement, do not exceed ten percent (10%) of Total Asset Value, after
giving effect to such investments;

     

    (f)           Assets
Under Development, so long as the aggregate Historical Value thereof does not
exceed twenty percent (20%) of the Total Asset Value after giving effect to such
investments; and

     

    (g)           mergers,
consolidations and other transactions permitted under Section 6.03, so long
as same do not cause the Borrower to be in violation of any provision of this
Section
6.04.

     

    In addition to the
foregoing, the aggregate value of the investments described in clauses (c), (d), (e)
and (f), above
shall not exceed twenty five percent (25%) of Total Asset Value after giving
effect to such investments.  The investments described above may be
purchased or acquired, directly or indirectly, through partnerships, joint
ventures, or otherwise.  The calculations in this Section will be made
without duplication if an investment is within more than one category described
in this Section.

     

    SECTION
6.05 Hedging
Agreements.  The
Borrower will not, and will not permit any of its Subsidiaries to, enter into
any Hedging Agreement, other than Hedging Agreements entered into in the
ordinary course of business to hedge or mitigate risks to which the Borrower or
any Subsidiary is exposed in the conduct of its business or the management of
its liabilities.

     

    SECTION
6.06 Restricted
Payments.  The
Parent will not, and will not permit any of its Subsidiaries to, declare or
make, or agree to pay or make, directly or indirectly, during any calendar
quarter, any Restricted Payment, except that any of the following Restricted
Payments are permitted: (a) Restricted Payments by the Parent required to comply
with Section 5.15(e); or (b) dividends or distributions declared and paid
ratably by Subsidiaries to Borrower with respect to their capital stock or
equity interest.


    
      
         


      

      
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    Notwithstanding
the foregoing, the amount of Restricted Payments permitted under subsection
6.06(a) may be increased as long as either of the following conditions is met:
(a) after giving effect to the increased Restricted Payment, the Total Leverage
Ratio shall remain less than or equal to 65% prior to November 20, 2012, and
less than or equal to 60% thereafter; or (b) the increased Restricted Payment,
when added to all Restricted Payments made during the 3 immediately preceding
calendar quarters, does not exceed 90% of Funds From Operations for the
applicable period.

     

    SECTION
6.07 Transactions with
Affiliates.  The
Borrower will not, and will not permit any of its Subsidiaries to, sell, lease
or otherwise transfer any property or assets to, or purchase, lease or otherwise
acquire any property or assets from, or otherwise engage in any other
transactions with, any of its Affiliates, except (a) in the ordinary course of
business at prices and on terms and conditions not less favorable to the
Borrower or such Subsidiary than could be obtained on an arm's-length basis from
unrelated third parties, (b) transactions between or among the Borrower and its
wholly owned Subsidiaries not involving any other Affiliate and (c) any
Restricted Payment permitted by Section
6.06.

     

    SECTION
6.08 Parent Negative
Covenants.  The
Parent will not (a) own any Property other than the ownership interests of EDR
and other assets with no more than $10,000,00.00 in value; (b) give or allow any
Lien on the ownership interests of EDR; (c) create, incur, suffer or permit to
exist, or assume or guarantee, directly or indirectly, contingently or
otherwise, or become or remain liable with respect to any Indebtedness if the
aggregate of such Indebtedness and the Indebtedness of the Borrower would
violate Section
5.02 if such aggregate Indebtedness is treated as the Borrower's
Indebtedness or (d) engage to any material extent in any business other than the
ownership, development, operation and management of student housing
communities.

     

    SECTION
6.09 Restrictive
Agreements.  The
Borrower will not, and will not permit any of its Subsidiaries to, directly or
indirectly, enter into, incur or permit to exist any agreement or other
arrangement that prohibits, restricts or imposes any condition upon (a) the
ability of the Borrower or any Subsidiary to create, incur or permit to exist
any Lien upon any of its property or assets, or (b) the ability of any
Subsidiary to pay dividends or other distributions with respect to any shares of
its capital stock or to make or repay loans or advances to the Borrower or any
other Subsidiary or to Guarantee Indebtedness of the Borrower or any other
Subsidiary; provided that (i) the foregoing shall not apply to restrictions and
conditions imposed by law or by this Agreement, (ii) the foregoing shall not
apply to customary restrictions and conditions contained in agreements relating
to the sale of a Subsidiary pending such sale, provided such restrictions and
conditions apply only to the Subsidiary that is to be sold and such sale is
permitted hereunder, (iii) clause (a) of the foregoing shall not apply to
restrictions or conditions imposed by any agreement relating to secured
Indebtedness or Liens permitted by this Agreement if such restrictions or
conditions apply only to the property or assets securing such Indebtedness and
(iv) clause (a) of the foregoing shall not apply to customary provisions in
leases restricting the assignment thereof.

     

    SECTION
6.10 Indebtedness.  Neither
the Parent, the Borrower nor any Guarantor shall, without the prior written
consent of the Required Lenders, create, incur, assume, guarantee or
be


    
      
         


      

      
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    or remain
liable, contingently or otherwise with respect to any Indebtedness on a recourse
basis, except: (a) Indebtedness under this Agreement; (b) Indebtedness incurred
in connection with the construction or renovation of Real Property, which
Indebtedness is approved by the Administrative Agent, such approval not to be
unreasonably withheld; (c) the existing Indebtedness of EDR Carbondale, LLC, EDR
Greensboro, LLC and EDR Syracuse, LLC with Regions Bank; and (d) Indebtedness
whose recourse is solely for so-called “bad-boy” acts, including without
limitation, (i) failure to account for a tenant’s security deposits, if any, for
rent or any other payment collected by a borrower from a tenant under the lease,
all in accordance with the provisions of any applicable loan documents, (ii)
fraud or a material misrepresentation made by a Borrower or any Guarantor, or
the holders of beneficial or ownership interests in such Borrower or any
Guarantor, in connection with the financing evidenced by the applicable loan
documents; (iii) any attempt by a Borrower or any Guarantor to divert or
otherwise cause to be diverted any amounts payable to the applicable lender in
accordance with the applicable loan documents; (iv) the misappropriation or
misapplication of any insurance proceeds or condemnation awards relating to the
Mortgaged Property; (v) voluntary or involuntary bankruptcy by a Borrower or any
Guarantor; and (vi) any environmental matter(s) affecting any Mortgaged Property
which is introduced or caused by a Borrower or any Guarantor or any holder of a
beneficial or ownership interest in a Borrower or any Guarantor.

     

    ARTICLE
VII


     

    Events of
Default

     

    If any of
the following events (“Events of Default”)
shall occur:

     

    (a)           the
Borrower shall fail to pay any principal of any Loan or any reimbursement
obligation in respect of any LC Disbursement when and as the same shall become
due and payable, whether at the due date thereof or at a date fixed for
prepayment thereof or otherwise;

     

    (b)           any
Credit Party shall fail to pay any interest on any Loan or any fee or any other
amount (other than an amount referred to in clause (a) of
this Article) payable under any Loan Documents, when and as the same shall
become due and payable, and such failure shall continue unremedied for a period
of over three Business Days (such three Business Day period commencing after
written notice from the Administrative Agent as to any such fee);

     

    (c)           any
representation or warranty made or deemed made by or on behalf of any Credit
Party in or in connection with any Loan Document or any amendment or
modification thereof or waiver thereunder, or in any report, certificate,
financial statement or other document furnished pursuant to or in connection
with this Agreement or any amendment or modification hereof or waiver hereunder,
shall prove to have been incorrect in any material respect when made or deemed
made;


    
      
         


      

      
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    (d)           the
Borrower shall fail to observe or perform any covenant, condition or agreement
contained in Article
V or VI
other than Sections 5.04,
5.05, 5.06, 5.07(a), 5.08, and 5.11;

     

    (e)           any
Credit Party shall fail to observe or perform any covenant, condition or
agreement contained in any Loan Document (other than those specified in clause (a), (b) or
(d) of this
Article), and such failure shall continue unremedied for a period of over 30
days after notice thereof from the Administrative Agent to the Borrower (which
notice will be given at the request of any Lender) and if such default is not
cureable within thirty (30) days and the Credit Party is diligently pursuing
cure of same, the cure period may be extended for 30 days (for a total of 60
days after the original notice from the Administrative Agent) upon written
request from the Borrower to the Administrative Agent;

     

    (f)           any
event or condition occurs that results in any Material Indebtedness becoming due
prior to its scheduled maturity or that enables or permits (with or without the
giving of notice, the lapse of time or both) the holder or holders of any
Material Indebtedness or any trustee or agent on its or their behalf to cause
any Material Indebtedness to become due, or to require the prepayment,
repurchase, redemption or defeasance thereof, prior to its scheduled
maturity;

     

    (g)           an
involuntary proceeding shall be commenced or an involuntary petition shall be
filed seeking (i) liquidation, reorganization or other relief in respect of
any Credit Party or any Subsidiary of the Borrower or its debts, or of a
substantial part of its assets, under any  Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect
or (ii) the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for any Credit Party or any Subsidiary of the
Borrower or for a substantial part of its assets, and, in any such case, such
proceeding or petition shall continue undismissed for 60 days or an order
or decree approving or ordering any of the foregoing shall be
entered;

     

    (h)           any
Credit Party or any Subsidiary of the Borrower shall (i) voluntarily
commence any proceeding or file any petition seeking liquidation, reorganization
or other relief under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect, (ii) consent to the
institution of, or fail to contest in a timely and appropriate manner, any
proceeding or petition described in clause (h) of this Article, (iii) apply
for or consent to the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for such Person or for a
substantial part of its assets, (iv) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, (v) make
a general assignment for the benefit of creditors or (vi) take any action
for the purpose of effecting any of the foregoing;

     

    (i)           any
Credit Party or any Subsidiary of the Borrower shall become unable, admit in
writing its inability or fail generally to pay its debts as they become
due;


    
      
         


      

      
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    (j)           
one or more judgments for the payment of money in an aggregate amount in excess
of $10,000,000 shall be rendered against any Credit Party, any Subsidiary of the
Borrower or any combination thereof and the same shall remain undischarged for a
period of 30 consecutive days during which execution shall not be
effectively stayed, or any action shall be legally taken by a judgment creditor
to attach or levy upon any assets of such Person to enforce any such
judgment;

     

    (k)           an
ERISA Event shall have occurred that, in the opinion of the Required Lenders,
when taken together with all other ERISA Events that have occurred, could
reasonably be expected to result in liability of the Borrower and its
Subsidiaries in an aggregate amount exceeding $10,000,000;

     

    (l)           
the Guaranty of the Loan by the Guarantor shall for any reason terminate or
cease to be in full force and effect, other than as provided for in Section 5.14
of this Agreement;

     

    (m)          any
Credit Party shall default under any Material Contract;

     

    (n)           any
Credit Party shall (or shall attempt to) disavow, revoke or terminate any Loan
Document to which it is a party or shall otherwise challenge or contest in any
action, suit or proceeding in any court or before any Governmental Authority the
validity or enforceability of any Loan Document;

     

    (o)           any
provision of any Loan Document with respect to the Collateral shall for any
reason ceases to be valid and binding on, enforceable against, any Credit Party
resulting in a Material Adverse Effect, or any lien created under any Loan
Document ceases to be a valid and perfected first priority lien in any of the
Collateral purported to be covered thereby; or

     

    (p)           a
Change in Control shall occur;

     

    then, and
in every such event (other than an event described in clause (g) or (h) of this Article),
and at any time thereafter during the continuance of such event, the
Administrative Agent may, and at the request of the Required Lenders shall, by
notice to the Borrower, take some or all of the following actions, at the same
or different times:  (i) terminate the Commitments, and thereupon
the Commitments shall terminate immediately, (ii) declare the Loans then
outstanding to be due and payable in whole (or in part, in which case any
principal not so declared to be due and payable may thereafter be declared to be
due and payable), and thereupon the principal of the Loans so declared to be due
and payable, together with accrued interest thereon and all fees and other
obligations of the Borrower accrued hereunder, shall become  due and
payable immediately, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrower, and (iii) exercise any
other rights or remedies provided under this Agreement (including Section 2.05(j)) or
any other Loan Document, or any other right or remedy available by law or
equity; and in case of any event described in clause (g) or (h) of this Article,
the Commitments shall automatically terminate and the principal of the Loans
then outstanding, together with accrued interest thereon and all fees and other
obligations of the


    
      
         


      

      
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    Borrower
accrued hereunder, shall automatically become due and payable, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrower.

     

    ARTICLE
VIII


     

    The Administrative
Agent

     

    Each of
the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative
Agent as its agent 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, together with such actions and powers as are
reasonably incidental thereto.

     

    The bank
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 such bank and its Affiliates
may accept deposits from, lend money to and generally engage in any kind of
business with the Borrower or any Subsidiary or other Affiliate thereof as if it
were not the Administrative Agent hereunder.

     

    The
Administrative Agent shall not have any duties or obligations except those
expressly set forth herein.  Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be subject to any
fiduciary or other implied duties, regardless of whether a Default has occurred
and is continuing, (b) the Administrative Agent shall not have any duty to
take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated hereby that the
Administrative Agent is required to exercise in writing by the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary under
the circumstances as provided in Section 9.02), and
(c) except as expressly set forth herein, the Administrative Agent shall not
have any duty to disclose, and shall not be liable for the failure to disclose,
any information relating to any Credit Party that is communicated to or obtained
by the bank serving as 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 with the consent or at the request of the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary
under the circumstances as provided in Section 9.02) or
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 written notice thereof is given to the Administrative Agent by the
Borrower or a Lender, and 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, (ii) the
contents of any certificate, report or other document delivered hereunder or in
connection herewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth herein,
(iv) the validity, enforceability, effectiveness or genuineness of this
Agreement 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.   The Administrative
Agent agrees that, in fulfilling its duties hereunder, it will use the same
standard of care it utilizes in servicing loans for its own
account.


    
      
         


      

      
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    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 believed by it to be genuine
and to have been signed or sent 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 be made by the proper Person, and shall not
incur any liability for relying thereon.  The Administrative Agent may
consult with legal counsel (who may be counsel for the Borrower), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in good faith in accordance with the advice of
any such counsel, accountants or experts.

     

    The
Administrative Agent may perform any and all its duties and exercise its rights
and powers 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 its duties and exercise its rights and powers through
their respective Related Parties.  The exculpatory provisions of the
preceding paragraphs 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.

     

    Subject
to the appointment and acceptance of a successor Administrative Agent as
provided in this paragraph, the Administrative Agent may resign at any time by
notifying the Lenders, the Issuing Bank and the Borrower, and may be removed by
the Required Lenders in the event of the Administrative Agent’s gross negligence
or willful misconduct.  Upon any such resignation or removal, the
Required Lenders shall have the right, with the approval of Borrower (provided
no Default has occurred and is continuing), which approval shall not be
unreasonably withheld, to appoint a successor.  If no successor shall
have been so appointed by the Required Lenders and shall have accepted such
appointment within 30 days after the retiring Administrative Agent gives
notice of its resignation or is removed, then the retiring Administrative Agent
may, on behalf of the Lenders and the Issuing Bank, appoint a successor
Administrative Agent which shall be a Lender, or a bank with an office in New
York, New York, or an Affiliate of any such bank.  Upon the acceptance
of its appointment as Administrative Agent hereunder by a successor, such
successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent, and the retiring
Administrative Agent shall be discharged from its duties and obligations
hereunder.  The fees payable by the Borrower to a successor
Administrative Agent for its own behalf shall be the same as those payable to
its predecessor unless otherwise agreed between the Borrower and such
successor.  After the Administrative Agent's resignation hereunder,
the provisions of this Article and Section 9.03
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 it was acting as
Administrative Agent.  The Administrative Agent shall cooperate with
any successor Administrative Agent in fulfilling its duties
hereunder.

     

    Each
Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on such documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement.  Each Lender also acknowledges
that it will, independently and without reliance upon the


    
      
         


      

      
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    Administrative
Agent or any other Lender 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 related
agreement or any document furnished hereunder or thereunder.

     

    ARTICLE
IX


     

    Miscellaneous

     

    SECTION
9.01 Notices.  Except
in the case of notices and other communications expressly permitted to be given
by telephone, 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 telecopy, as follows:

     

    (a)           if
to the Borrower, to it in care of EDR at 530 Oak Court Drive, Suite 300,
Memphis, Tennessee  38117, Attention:  Randall H. Brown
(Telephone No. (901) 259-2507 and Telecopy No. (901) 259-2594));

     

    (b)           if
to the Administrative Agent, to KeyBank, National Association, 225 Franklin
Street, Boston, Massachusetts, Attention:  John Murphy (Telephone No.
(617) 385-6217 and Telecopy No. (617) 385-6293);

     

    (c)           if
to the Issuing Bank, to it at KeyBank, National Association, 225 Franklin
Street, Boston, Massachusetts, Attention:  Mr. John Murphy (Telephone
No. (617) 385-6217 and Telecopy No. (617) 385-6293; and

     

    (d)           if
to the Swingline Lender, to it at KeyBank, National Association, 225 Franklin
Street, Boston, Massachusetts, Attention:  Mr. John Murphy (Telephone
No. (617) 385-6217 and Telecopy No. (617) 385-6293); and

     

    (e)           if
to any other Lender, to it at its address (or telecopy number) set forth on the
signature pages of this Agreement, or as provided to Borrower in writing by the
Administrative Agent or the Lender.

     

    Any party
hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto.  All
notices and other communications given to any party hereto in accordance with
the provisions of this Agreement shall be deemed to have been given (i) if given
by telecopy, when such telecopy is transmitted to the telecopy number specified
in this Section and the appropriate confirmation is received (or if such day is
not a Business Day, on the next Business Day); (ii) if given by mail (return
receipt requested), on the earlier of receipt or three (3) Business Days after
such communication is deposited in the mail with first class postage prepaid,
addressed as aforesaid; or (iii) if given by any other means, when delivered at
the address specified in this Section; provided that notices
to the Administrative Agent under Article II shall not
be effective until received.

     

    SECTION
9.02 Waivers;
Amendments.


    
      
         


      

      
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    (a)           No
failure or delay by the Administrative Agent, the Issuing Bank or any Lender in
exercising any right or power hereunder or under any other Loan Document shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power.  The rights and remedies of the
Administrative Agent, the Issuing Bank and the Lenders hereunder and under any
other Loan Document are cumulative and are not exclusive of any rights or
remedies that they would otherwise have.  No waiver of any provision
of this Agreement or consent to any departure by the Borrower therefrom shall in
any event be effective unless the same shall be permitted by paragraph (b)
of this Section, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given.  Without
limiting the generality of the foregoing, the making of a Loan or issuance of a
Letter of Credit shall not be construed as a waiver of any Default, regardless
of whether the Administrative Agent, any Lender or the Issuing Bank may have had
notice or knowledge of such Default at the time.

     

    (b)           Neither
this Agreement nor any provision hereof may be waived, amended or modified
except pursuant to an agreement or agreements in writing entered into by the
Borrower and the Required Lenders or by the Borrower and the Administrative
Agent with the consent of the Required Lenders; provided that no such
agreement shall (i) increase  the Commitment of any Lender without the
written consent of such Lender, (ii) reduce the principal amount of any Loan or
LC Disbursement or reduce the rate of interest thereon, or reduce any fees
payable hereunder, without the written consent of each Lender affected thereby,
(iii) postpone the scheduled date of payment of the principal amount of any Loan
or LC Disbursement, or any interest thereon, or any fees payable hereunder, or
reduce the amount of, waive or excuse any such payment, or postpone the
scheduled date of expiration of any Commitment, without the written consent of
each Lender affected thereby, (iv) change Section 2.17(b) or
(c) in a manner
that would alter the pro rata sharing of payments required thereby, without the
written consent of each Lender, (v) change any of the provisions of this Section
or the definition of “Required Lenders” or any other provision hereof specifying
the number or percentage of Lenders required to waive, amend or modify any
rights hereunder or make any determination or grant any consent hereunder,
without the written consent of each Lender, (vi) release any Credit Party from
its obligations under the Loan Documents or release any Collateral, without the
written consent of each Lender, (vii) subordinate the Loans or any Collateral
without the written consent of each Lender, (viii) waive or modify any
conditions of extending the Loans set forth in Section 2.19 without the written
consent of each Lender affected thereby, or (ix) consent to the Collateral
securing any other Indebtedness without the written consent of each Lender;
provided
further that no such agreement shall amend, modify or otherwise affect
the rights or duties of the Administrative Agent, the Issuing Bank or the
Swingline Lender hereunder without the prior written consent of the
Administrative Agent, the Issuing Bank or the Swingline Lender, as the case may
be.

     

    (c)           Notwithstanding
any provision of this Agreement to the contrary none of the Lenders or the
existing Borrower will be required to execute assumption or


    
      
         


      

      
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    amendment
documents to add a Person as a Borrower or as a Guarantor. If Real Property
assets are added to the Pool in accordance with this Agreement and the owner is
not already a Borrower, then (i) such owner may be added as a Borrower as
required by Section
5.12 pursuant to a Joinder Agreement in the form attached hereto as Exhibit F executed by
such owner and delivered to the Administrative Agent, or (ii) such owner may be
added as a Guarantor in accordance with Section 5.12 pursuant
to a Guaranty in the form attached hereto as Exhibit C executed by
such owner and delivered to the Administrative Agent, and in each case Borrower,
Guarantor, such owner and the Administrative Agent will enter into an amendment
to the Environmental Indemnity.

     

    SECTION
9.03 Expenses;
Indemnity; Damage Waiver.

     

    (a)           The
Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates, including the reasonable fees, charges
and disbursements of counsel for the Administrative Agent, in connection with
the syndication of the credit facilities provided for herein, the preparation
and administration of this Agreement or any amendments, modifications or waivers
of the provisions hereof (whether or not the transactions contemplated hereby or
thereby shall be consummated), (ii) all reasonable out-of-pocket expenses
incurred by the Issuing Bank 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, the
Issuing Bank or any Lender, including the reasonable fees, charges and
disbursements of any counsel for the Administrative Agent, the Issuing Bank or
any Lender, in connection with the enforcement or protection of its rights in
connection with this Agreement, including its rights under this Section, or in
connection with the Loans made or Letters of Credit issued hereunder, including
all such out-of-pocket expenses incurred during  any waivers, workout,
restructuring or negotiations in respect of such Loans or Letters of
Credit.

     

    (b)           The
Borrower shall indemnify the Administrative Agent, the Issuing Bank and each
Lender, and each Related Party of any of the foregoing Persons (each such Person
being called an “Indemnitee”) against,
and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including the fees, charges and disbursements
of any counsel for any Indemnitee, incurred by or asserted against any
Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement or any agreement or instrument
contemplated hereby, the performance by the parties hereto of their respective
obligations hereunder or the consummation of the Transactions or any other
transactions contemplated hereby, (ii) any Loan or Letter of Credit or the
use of the proceeds therefrom (including any refusal by the Issuing Bank 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 Borrower or
any of its Subsidiaries, or any Environmental Liability related in any way to
the Borrower or any of its Subsidiaries, or (iv) any actual or prospective
claim, litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other


    
      
         


      

      
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    theory
and regardless of whether any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses resulted from the gross
negligence or willful misconduct of such Indemnitee as determined by a court of
law in a final non-appealable judgment.

     

    (c)           To
the extent that the Borrower fails to pay any amount required to be paid by it
to the Administrative Agent, the Issuing Bank or the Swingline Lender under
paragraph (a)
or (b) of this
Section, each Lender severally agrees to pay to the Administrative Agent, the
Issuing Bank or the Swingline Lender, 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, the Issuing Bank or the Swingline Lender in its capacity
as such.

     

    (d)           To
the extent permitted by applicable law, the Borrower shall not assert, and
hereby waives, 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 or any agreement or instrument contemplated hereby, the Transactions,
any Loan or Letter of Credit or the use of the proceeds thereof.

     

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

     

    SECTION
9.04 Successors and
Assigns.

     

    (a)           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
(including any Affiliate of the Issuing Bank that issues any Letter of Credit),
except that the Borrower may not assign or otherwise transfer any of its rights
or obligations hereunder without the prior written consent of each Lender (and
any attempted assignment or transfer by the Borrower without such consent 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 (including any
Affiliate of the Issuing Bank that issues any Letter of Credit) and, to the
extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent, the Issuing Bank and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.

     

    (b)           (i)  Subject
to the conditions set forth in paragraph (b)(ii)
below, any Lender may assign to one or more assignees all or a portion of its
rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it) with the prior written consent
(such consent not to be unreasonably withheld) of:


    
      
         


      

      
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    (A)  the Borrower, provided that no
consent of the Borrower shall be required for an assignment to a Lender, an
Affiliate of a Lender, an Approved Fund or, if a Default has occurred and is
continuing, any other assignee;

     

    (B)  the Administrative
Agent; and

     

    (C)  the Issuing
Bank.

     

    Provided,
no consent of the Borrower, Administrative Agent or the Issuing Bank shall be
required in connection with any assignment to an entity acquiring, or merging
with, a Lender.

     

    (ii)  Assignments shall be
subject to the following additional conditions:

     

    (A) except in the case of an assignment
to a Lender or an Affiliate of a Lender or an assignment of the entire remaining
amount of the assigning Lender’s Commitment or Loans of any Class, the amount of
the Commitment or 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) shall not be less than
$5,000,000.00 unless each of the Borrower and the Administrative Agent otherwise
consent, provided that no such
consent of the Borrower shall be required if a Default has occurred and is
continuing and such consent shall not be unreasonably withheld;

     

    (B)  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, provided that this
clause shall not be construed to prohibit the assignment of a proportionate part
of all the assigning Lender’s rights and obligations in respect of one Class of
Commitments or Loans;

     

    (C)  the parties to each
assignment shall execute and deliver to the Administrative Agent an Assignment
and Assumption, together with a processing and recordation fee of $3,500.00;
and

     

    (D)  the assignee, if it
shall not be a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire.

     

    For the purposes of this Section 9.04(b), the
term “Approved
Fund” has the following meaning:

     

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


    
      
         


      

      
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    (iii)  Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv)
of this Section, from and after the effective date specified in each Assignment
and Assumption the assignee thereunder shall be a party hereto 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 2.14,
2.15, 2.16 and 9.03).  Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this Section 9.04 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 paragraph (c) of this
Section.

     

    (iv)  The
Administrative Agent, acting for this purpose as an agent of the Borrower, shall
maintain at one of its offices 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 Commitment of, and principal amount of the Loans and LC
Disbursements 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 Borrower, the
Administrative Agent, the Issuing Bank and the Lenders may treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary.  The Register shall be available for inspection by the
Borrower, the Issuing Bank and any Lender, at any reasonable time and from time
to time upon reasonable prior notice.

     

    (v)  Upon
its receipt of a duly completed Assignment and Assumption executed by an
assigning Lender and an assignee, the assignee's completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) of this Section
and any written consent to such assignment required by paragraph (b) of this
Section, the Administrative Agent shall accept such Assignment and Assumption
and record the information contained therein in the Register.  No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.

     

    (c)           Any
Lender may, without the consent of the Borrower, the Administrative Agent, the
Issuing Bank or the Swingline Lender, sell participations to one or more banks
or other entities (a “Participant”) in all
or a portion of such Lender's rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it); provided that
(i) such Lender's obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrower, the
Administrative Agent, the Issuing Bank and the other Lenders shall continue to
deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement.  Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and
to


    
      
         


      

      
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    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, modification or waiver
described in the first proviso to Section 9.02(b) that
affects such Participant.  Subject to paragraph (d) of this
Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections
2.14, 2.15 and 2.16 to the same
extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph
(b) of this Section.  To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 9.08 as
though it were a Lender, provided such Participant agrees to be subject to Section 2.17(c) as
though it were a Lender.

     

    (d)           A
Participant shall not be entitled to receive any greater payment under Section 2.14 or 2.16 than the
applicable Lender would have been entitled to receive with respect to the
participation sold to such Participant, unless the sale of the participation to
such Participant is made with the Borrower's prior written consent.  A
Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 2.16
unless the Borrower is notified of the participation sold to such Participant
and such Participant agrees, for the benefit of the Borrower, to comply with
Section 2.16(e)
as though it were a Lender.

     

    (e)           Any
Lender may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve
Bank, and this Section shall not apply to any such pledge or assignment of a
security interest; provided that no such
pledge or assignment of a security interest shall release a Lender from any of
its obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.

     

    SECTION
9.05 Survival.  All
covenants, agreements, representations and warranties made by the Borrower
herein and in the certificates or other instruments  delivered in
connection with or pursuant to this Agreement shall be considered to have been
relied upon by the other parties hereto and shall survive the execution and
delivery of this Agreement and the making of any Loans and issuance of any
Letters of Credit, regardless of any investigation made by any such other party
or on its behalf and notwithstanding that the Administrative Agent, the Issuing
Bank or any Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid or any Letter of Credit is outstanding and
so long as the Commitments have not expired or terminated.  The
provisions of Sections
2.14, 2.15, 2.16 and 9.03 and Article VIII shall
survive and remain in full force and effect regardless of the consummation of
the transactions contemplated hereby, the repayment of the Loans, the expiration
or termination of the Letters of Credit and the Commitments or the termination
of this Agreement or any provision hereof.

     

    SECTION
9.06 Counterparts;
Integration; Effectiveness; Joint and Several.


    
      
         


      

      
        - 74
-

        
          

        

      

      
         


      

    


    (a)           This
Agreement may be executed in counterparts (and by different parties hereto on
different counterparts), each of which shall constitute an original, but all of
which when taken together shall constitute a single contract.

     

    (b)           This
Agreement and any separate letter agreements with respect to fees payable to the
Administrative Agent 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.

     

    (c)           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 which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.  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.

     

    (d)           Each
Person constituting the Borrower shall be bound jointly and severally with one
another to make, keep, observe and perform the representations, warranties,
covenants, agreements, obligations and liabilities imposed by this Agreement and
the other Loan Documents upon the “Borrower.”

     

    (e)           Each
Borrower agrees that it shall never be entitled to be subrogated to any of the
Administrative Agent’s or any Lender’s rights against any Credit Party or other
Person or any collateral or offset rights held by the Administrative Agent or
the Lenders for payment of the Loans until the full and final payment of the
Loans and all other obligations incurred under the Loan Documents and final
termination of the Lenders’ obligations, if any, to make further advances under
this Agreement or to provide any other financial accommodations to any Credit
Party.  The value of the consideration received and to be received by
each Borrower is reasonably worth at least as much as the liability and
obligation of each Borrower incurred or arising under the Loan
Documents.  Each Borrower has determined that such liability and
obligation may reasonably be expected to substantially benefit each Borrower
directly or indirectly.  Each Borrower has had full and complete
access to the underlying papers relating to the Loans and all of the Loan
Documents, has reviewed them and is fully aware of the meaning and effect of
their contents.  Each Borrower is fully informed of all circumstances
which bear upon the risks of executing the Loan Documents and which a diligent
inquiry would reveal.  Each Borrower has adequate means to obtain from
each other Borrower on a continuing basis information concerning such other
Borrower’s financial condition, and is not depending on the Administrative Agent
or the Lenders to provide such information, now or in the
future.  Each Borrower agrees that neither the Administrative Agent
nor any of the Lenders shall have any obligation to advise or notify any
Borrower or to provide any Borrower with any data or information regarding any
other Borrower.


    
      
         


      

      
        - 75
-

        
          

        

      

      
         


      

    

    

      SECTION
9.07 Severability.  Any
provision of this Agreement held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the
invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.

       

      SECTION
9.08 Right of
Setoff.  If an Event of Default shall have occurred and be
continuing, each Lender and each of its Affiliates is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other obligations at any time owing by such
Lender or Affiliate to or for the credit or the account of the Borrower against
any of and all the obligations of the Borrower now or hereafter existing under
this Agreement held by such Lender, irrespective of whether or not such Lender
shall have made any demand under this Agreement and although such obligations
may be unmatured.  Each Lender agrees promptly to notify the Borrower
after any such setoff and application made by such Lender, provided that the
failure to give such notice shall not affect the validity of such setoff and
application.  The rights of each Lender under this Section are in
addition to other rights and remedies (including other rights of setoff) which
such Lender may have.

       

      SECTION
9.09 Governing Law;
Jurisdiction; Consent to Service of Process.

       

      (a)           This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York.

       

      (b)           The
Borrower hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of the state and federal courts in
Boston, Massachusetts and in New York, 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 hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard
and determined in such State or, to the extent permitted by 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 shall affect any right that the
Administrative Agent, the Issuing Bank or any Lender may otherwise have to bring
any action or proceeding relating to this Agreement or any other Loan Document
against the Borrower or its properties in the courts of any
jurisdiction.

       

      (c)           The
Borrower hereby irrevocably and unconditionally waives, to the fullest extent it
may legally and effectively do so, any objection which it may now or hereafter
have to the laying of venue of any suit, 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 law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.


      
        
           


        

        
          - 76
-

          
            

          

        

        
           


        

      

       

      (d)           Each
party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 9.01.  Nothing
in this Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.

       

      SECTION
9.10 WAIVER OF JURY
TRIAL.  EACH PARTY HERETO HEREBY 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, 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 PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY 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 BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

       

      SECTION
9.11 Headings.  Article
and Section headings and the Table of Contents used herein are for convenience
of reference only, are not part of this Agreement and shall not affect the
construction of, or be taken into consideration in interpreting, this
Agreement.

       

      SECTION
9.12 Confidentiality.  Each
of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain
the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its and its Affiliates' directors,
officers, employees and agents, including accountants, legal counsel and other
advisors (it being understood that the Persons to whom such disclosure is made
will be informed of the confidential nature of such Information and instructed
to keep such Information confidential), (b) to the extent requested by any
regulatory authority, (c) to the extent  required by applicable
laws or regulations or by any subpoena or similar legal process, (d) to any
other party to this Agreement, (e) in connection with the exercise of any
remedies hereunder or any suit, action or proceeding relating to this Agreement
or the enforcement of rights hereunder, (f) subject to an agreement containing
provisions substantially the same as those of this Section, to any assignee of
or Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Agreement, (g) with the consent of the Borrower
or (h) to the extent such Information (i) becomes publicly available
other than as a result of a breach of this Section or (ii) becomes
available to the Administrative Agent, the Issuing Bank or any Lender on a
nonconfidential basis from a source other than the Borrower.  For the
purposes of this Section, “Information” means all information received from any
Credit Party relating to the Credit Party or its business, other than any such
information that is available to the Administrative Agent, the Issuing Bank or
any Lender on a nonconfidential basis prior to disclosure by any Credit Party;
provided that, in the case of information received from any Credit Party after
the date hereof, such information is clearly identified at the time of delivery
as confidential.  Any Person required to maintain the confidentiality
of Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the 

       

      
        
          
             


          

          
            - 77
-

            
              

            

          

          
             


          

        

      

       

      confidentiality of such
Information as such Person would accord to its own confidential
information.

       

      SECTION
9.13 Interest Rate
Limitation.  If at any time there exists a maximum rate of
interest which may be contracted for, charged, taken, received or reserved by
the Lenders in accordance with applicable law (the “Maximum Rate”), then
notwithstanding anything herein to the contrary, at any time the interest
applicable to any Loan, together with all fees, charges and other amounts which
are treated as interest on such Loan under applicable law (collectively, the
“Charges”), shall exceed such
Maximum Rate, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would have
been paid in respect of such Loan but were not payable as result of the
operation of this Section shall be cumulated and the interest and Charges
payable to the Lenders in respect of other Loans or periods shall be increased
(but not above the Maximum Rate therefor) until such cumulated amount, together
with interest thereon at the Federal Funds Effective Rate to the date of
repayment, shall have been received by the Lenders.  If, for any
reason whatsoever, the Charges paid or received on the Loans produces a rate
which exceeds the Maximum Rate, the Lenders shall credit against the principal
of the Loans (or, if such indebtedness shall have been paid in full, shall
refund to the payor of such Charges) such portion of said Charges as shall be
necessary to cause the interest paid on the Loans to produce a rate equal to the
Maximum Rate.  All sums paid or agreed to be paid to the holders of
the Loans for the use, forbearance or detention of the Loans shall, to the
extent permitted by applicable law, be amortized, prorated, allocated and spread
in equal parts throughout the full term of this Agreement, so that the interest
rate is uniform throughout the full term of this Agreement.  The
provisions of this Section shall control all agreements, whether now or
hereafter existing and whether written or oral, between the parties
hereto.  Without notice to the Borrower or any other person or entity,
the Maximum Rate, if any, shall automatically fluctuate upward and downward as
and in the amount by which such maximum nonusurious rate of interest permitted
by applicable law fluctuates.

       

      SECTION
9.14 USA PATRIOT
Act.  Each Lender hereby notifies the Borrower that pursuant to
the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)) (the “Act”), it is required to obtain,
verify and record information that identifies the Borrower, which information
includes the name and address of the Borrower and other information that will
allow such Lender to identify the Borrower in accordance with the
Act.


      
        
           


        

        
          - 78
-

          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.

       

      
        
          
            
              
                
                  
                    
                      
                        	
                                EDUCATION
      REALTY OPERATING

                                PARTNERSHIP,
      LP, a Delaware limited

                              
	
                                partnership

                              
	 
      	 
      	 
      	 
      
	
                                By:

                              	
                                EDUCATION
      REALTY OP GP,

                              
	 
      	
                                INC.,
      a Delaware corporation, its

                              
	 
      	
                                General
      Partner

                              
	 
      	 
      	 
      	 
      
	
                                By:

                              	
                                /s/
      Olan Brevard

                              
	
                                Name:    

                              	
                                Olan
      Brevard

                              
	
                                Title:

                              	
                                Vice
      President

                              
	 
      	 
      	 
      	 
      
	
                                EDR
      TALLAHASSEE LIMITED

                              
	
                                PARTNERSHIP,
      a Delaware limited

                              
	
                                partnership

                              
	 
      	 
      	 
      	 
      
	
                                By:

                              	
                                EDR
      Tallahassee, LLC,

                              
	 
      	
                                a
      Delaware limited liability company,

                              
	 
      	
                                its
      general partner

                              
	 
      	 
      	 
      	 
      
	 
      	
                                By:  

                              	
                                EDR
      Tallahassee, Inc.,

                              
	 
      	 
      	
                                a
      Delaware corporation, its

                              
	 
      	 
      	
                                managing
      member

                              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                By:

                              	
                                /s/
      Olan Brevard

                              
	 
      	 
      	
                                Name:   
      

                              	
                                Olan
      Brevard

                              
	 
      	 
      	
                                Title:  
      

                              	
                                Vice
      President

                              


                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          - 79
-

          
            

          

        

        
           


        

      

      


      
        
          
            
              
                
                  
                    
                      
                        	
                                EDR
      LAWRENCE LIMITED

                                PARTNERSHIP,
      a Delaware limited

                                partnership

                              
	 
      
	
                                By: 

                              	
                                EDR
      Lawrence, LLC,

                              
	 
      	
                                a
      Delaware limited liability company,

                                its
      general partner

                              
	 
      
	 
      	
                                By: 

                              	
                                EDR
      Lawrence, Inc.,

                              
	 
      	 
      	
                                a
      Delaware corporation, its

                                managing
      member

                              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                By:

                              	
                                /s/
      Olan Brevard

                              
	 
      	 
      	
                                Name:  
      

                              	
                                Olan
      Brevard

                              
	 
      	 
      	
                                Title:  
      

                              	
                                Vice
      President

                              
	 
      	 
      	 
      	 
      
	
                                EDR
      OXFORD, LLC,

                              
	
                                a
      Delaware limited liability company

                              
	 
      	 
      	 
      	 
      
	
                                By: 

                              	
                                Education
      Realty Operating

                              
	 
      	
                                Partnership,
      LP, a Delaware limited

                              
	 
      	
                                partnership,
      its managing

                              
	 
      	
                                member

                              
	 
      	 
      	 
      	 
      
	 
      	
                                By: 

                              	
                                Education
      Realty OP GP, Inc.,

                              
	 
      	 
      	
                                a
      Delaware corporation, its general partner

                              
	 
      	 
      	 
      
	 
      	 
      	
                                By:

                              	
                                /s/
      Olan Brevard

                              
	 
      	 
      	
                                Name:  
      

                              	
                                Olan
      Brevard

                              
	 
      	 
      	
                                Title:   
      

                              	
                                Vice
      President

                              


                      

                    

                  

                

              

            

          

        

      

      



      
        
           


        

        
          - 80
-

          
            

          

        

        
           


        

      

      


      
        
          
            
              
                
                  
                    
                      	
                              EDR
      ATHENS I, LLC,

                            
	
                              a
      Delaware limited liability company

                            
	 
      	 
      	 
      	 
      	 
      
	
                              By:

                            	
                              Education
      Realty Trust, LLC,

                            
	 
      	
                              a
      Delaware limited liability company, its managing member

                            
	 
      	 
      	 
      	 
      	 
      
	 
      	
                              By: 

                            	
                              Education
      Realty Operating

                            
	 
      	 
      	
                              Partnership,
      LP, a Delaware

                            
	 
      	 
      	
                              limited
      partnership,

                            
	 
      	 
      	
                              its
      managing member

                            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                              By: 

                            	
                              Education
      Realty OP GP,

                            
	 
      	 
      	 
      	
                              Inc.,
      a Delaware corporation,

                            
	 
      	 
      	 
      	
                              its
      general partner

                            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                              By:

                            	
                              /s/
      Olan Brevard

                            
	 
      	 
      	 
      	
                              Name:  

                            	
                              Olan
      Brevard

                            
	 
      	 
      	 
      	
                              Title:
      

                            	
                              Vice
      President

                            
	 
      	 
      	 
      	 
      	 
      
	
                              EDR
      TALLAHASSEE I, LLC, a Delaware limited liability
company

                            
	 
      	 
      	 
      	 
      	 
      
	
                              By: 

                            	
                              Education
      Realty Trust, LLC,

                            
	 
      	
                              a
      Delaware limited liability company, its managing member

                            
	 
      	 
      
	 
      	
                              By: 

                            	
                              Education
      Realty Operating

                            
	 
      	 
      	
                              Partnership,
      LP, a Delaware

                            
	 
      	 
      	
                              limited
      partnership, its

                            
	 
      	 
      	
                              managing
      member

                            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                              By: 

                            	
                              Education
      Realty OP GP, Inc.

                            
	 
      	 
      	 
      	
                              a
      Delaware corporation, its general partner

                            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                              By:

                            	
                              /s/
      Olan Brevard

                            
	 
      	 
      	 
      	Name:  
      	
                              Olan
      Brevard

                            
	 
      	 
      	 
      	
                              Title:  
      

                            	
                              Vice
      President

                            


                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
          - 81
-

          
            

          

        

        
           


        

      

      


      The
Parent joins in the execution of this Agreement to evidence its agreement to the
provisions of Sections
5.01, 5.15, 6.06 and 6.08 of this
Agreement.

       

      
        
          
            
              
                
                  	
                          EDUCATION
      REALTY TRUST, INC.

                        
	 
      	 
      
	
                          By:

                        	
                          /s/
      Olan Brevard

                        
	
                          Name:  

                        	
                          Olan
      Brevard

                        
	
                          Title:

                        	
                          Vice
      President

                        


                

              

            

          

        

      


      
        
           


        

        
          - 82
-

          
            

          

        

        
           


        

      


      Signature
page to Credit Agreement with Education Realty Operating Partnership,
LP

      


      
        
          
            	
                    KEYBANK,
      NATIONAL ASSOCIATION,

                  
	
                    individually
      and as Administrative Agent,

                  
	 
      	 
      
	
                    By:

                  	
                    /s/
      Christopher T. Neil

                  
	 
      	
                    Christopher
      T. Neil

                  
	 
      	
                    Senior
      Relationship Manager

                  


          

        

      

       

      
        
           


        

        
          - 83
-

          
            

          

        

        
           


        

      


      Signature
page to Credit Agreement with Education Realty Operating Partnership,
LP


       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          REGIONS
      BANK

                                        
	 
      	 
      
	
                                          By:

                                        	
                                          /s/
      Maria Garrett

                                        
	
                                          Name:  

                                        	
                                          Maria
      Garrett

                                        
	
                                          Title:

                                        	
                                          Vice
      President

                                        
	 
      	 
      
	
                                          Address:

                                        
	
                                          6200
      Poplar Avenue

                                        
	
                                          Memphis,
      Tennessee  38119

                                        
	
                                          Attention:  Maria
      Lapuente Garrett, Vice President

                                        
	
                                          Telephone
      No.:  (901) 580-5271

                                        
	
                                          Telecopy
      No.:    (901)
580-5456

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
          - 84
-

          
            

          

        

        
           


        

      


      Signature
page to Credit Agreement with Education Realty Operating Partnership,
LP

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      PNC
      BANK, NATIONAL ASSOCIATION

                                    
	 
      	 
      
	
                                      By:

                                    	
                                      /s/
      Andrew T. White

                                    
	
                                      Name:  

                                    	
                                      Andrew
      T. White

                                    
	
                                      Title:

                                    	
                                      Vice
      President

                                    
	 
      	 
      
	
                                      Address:

                                    
	
                                      1600
      Market Street, 30th
      floor

                                    
	
                                      Philadelphia,
      Pennsylvania 19103

                                    
	
                                      Attention:  Andrew
      T. White

                                    
	
                                      Telephone
      No.:  (215) 585-6123

                                    
	
                                      Telecopy
      No.:    (215)
585-5806

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          - 85
-

          
            

          

        

        
           


        

      


      Signature
page to Credit Agreement with Education Realty Operating Partnership,
LP

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          UBS
      LOAN FINANCE, LLC

                                        
	 
      	 
      
	
                                          By:

                                        	
                                          /s/
      Mary E. Evans

                                        
	
                                          Name:  

                                        	
                                          Mary
      E. Evans

                                        
	
                                          Title:

                                        	
                                          Associate
      Director

                                        
	 
      	 
      
	 
      	 
      
	
                                          By:

                                        	
                                          /s/
      Irja R. Otsa

                                        
	
                                          Name:

                                        	
                                          Irja
      R. Otsa

                                        
	
                                          Title:

                                        	
                                          Associate
      Director

                                        
	 
      	 
      
	
                                          Address:

                                        
	
                                          677
      Washington Boulevard

                                        
	
                                          Stamford,
      Connecticut  06901

                                        
	
                                          Attention:  Carmen
      Melendez

                                        
	
                                          Telephone
      No.:  (203) 719-3233

                                        
	
                                          Telecopy
      No.: (203)
719-3888

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
 

      
        
           


        

        
          - 86
-

          
            

          

        

        
           


        

      


       Signature
page to Credit Agreement with Education Realty Operating Partnership,
LP

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          METROPOLITAN
      BANK

                                        
	 
      	 
      
	
                                          By:

                                        	
                                          /s/
      Joelle Rogin

                                        
	
                                          Name:  

                                        	
                                          Joelle
      Rogin

                                        
	
                                          Title:

                                        	
                                          SMD

                                        
	 
      	 
      
	
                                          Address:

                                        
	
                                          1661
      Aaron Brenner Drive, Suite 101

                                        
	
                                          Memphis
      Tennessee 38120

                                        
	
                                          Attention:  Joelle
      L. Rogin

                                        
	
                                          Telephone
      No.:  (901) 969-8004

                                        
	
                                          Telecopy
      No.:    (901)
969-8100

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
          - 87
-

          
            

          

        

        
           


        

      


      SCHEDULE
2.01

      


      
        
          
            
              
                
                  
                    
                      	
                              LENDER

                            	
                              REVOLVING
      LOAN COMMITMENT

                            
	 	 
	 
      	
                              (Percentage)

                            
	 
      	 
      
	
                              KEYBANK,
      NATIONAL ASSOCIATION

                            	
                              $25,000,000.00

                            
	 
      	
                              (26.316)%

                            
	 
      	 
      
	
                              REGIONS
      BANK

                            	
                              $25,000,000.00

                            
	 
      	
                              (26.316)%

                            
	 
      	 
      
	
                              PNC
      BANK, NATIONAL ASSOCIATION

                            	
                              $20,000,000.00

                            
	 
      	
                              (21.053)%

                            
	 
      	 
      
	
                              UBS
      LOAN FINANCE LLC

                            	
                              $20,000,000.00

                            
	 
      	
                              (21.053)%

                            
	 
      	 
      
	
                              METROPOLITAN
      BANK

                            	
                              $5,000,000.00

                            
	 
      	
                              (5.262)%

                            


                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      SCHEDULE
3.05(F)

       

      1.           Earthquake
or Seismic Area - None



      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      SCHEDULE
3.07

       

      In June
2001, the United State Department of Justice, or DOJ, notified JPI of an
on-going investigation regarding possible violations of the ADA and the FHAA at
various residential properties developed by JPI, mostly multi-family apartment
communities.  Of the 14 student housing communities the Borrower is
acquiring from JPI in the acquisition, one property is included in those
reviewed by the DOJ to date.  The DOJ has reviewed the property plans
for this property but has not issued a report regarding its
review.  In October 2002, the DOJ indicated that the investigations
were being delayed for an undetermined period of time.  This
investigation has not been resolved and, at this point, no conclusion can be
reached regarding what will be required to conclude it or whether it will result
in a dispute or legal proceedings with the DOJ.  Noncompliance with
the ADA and the FHAA could result in the imposition of injunctive relief, fines,
awards of damages to private litigants or additional capital expenditures to
remedy such noncompliance.  The Borrower is unable to predict the
outcome of the DOJ's investigation related to the JPI
portfolio.


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      SCHEDULE
3.15

      LIST
OF SUBSIDIARIES


       

      
        
          	
                  Allen
      & O'Hara Development Company, LLC

                	 
      	
                  EDR
      State College Limited Partnership

                
	
                  Allen
      & O'Hara Education Services, Inc.

                	 
      	
                  EDR
      State College, LLC

                
	
                  Allen
      & O'Hara/National Development Bloomsburg, LLC

                	 
      	
                  EDR
      Statesboro, LLC

                
	
                  AOD
      / Raleigh Residence Hall, LLC

                	 
      	
                  EDR
      Stillwater, Inc.

                
	
                  AODC/
      CPA, LLC

                	 
      	
                  EDR
      Stillwater Limited Partnership

                
	
                  APF
      EDR, LP

                	 
      	
                  EDR
      Stillwater, LLC

                
	
                  APF
      Food Services, LP

                	 
      	
                  EDR
      Syracuse, LLC

                
	
                  Cape
      Place (DE), LLC

                	 
      	
                  EDR
      Tallahassee I, LLC

                
	
                  Carrolton
      Place, LLC

                	 
      	
                  EDR
      Tallahassee, Inc.

                
	
                  Clayton
      Place (DE), LLC

                	 
      	
                  EDR
      Tallahassee Limited Partnership

                
	
                  EDR
      Athens I, LLC

                	 
      	
                  EDR
      Tallahassee, LLC

                
	
                  EDR
      Auburn, LLC

                	 
      	
                  EDR
      Tampa, Inc.

                
	
                  EDR
      Berkeley Place GP, LLC

                	 
      	
                  EDR
      Tampa Limited Partnership

                
	
                  EDR
      Berkeley Place Limited Partnership

                	 
      	
                  EDR
      Tampa, LLC

                
	
                  EDR
      BG GP, LLC

                	 
      	
                  EDR
      Tucson I, LLC

                
	
                  EDR
      BG, LP

                	 
      	
                  EDR
      Tucson, Inc.

                
	
                  EDR
      Carbondale, LLC

                	 
      	
                  EDR
      Tucson, LLC

                
	
                  EDR
      Cayce Manager, Inc.

                	 
      	
                  EDR
      Tucson Phase II Limited Partnership

                
	
                  EDR
      Cayce, LLC

                	 
      	
                  EDR
      Wabash, Inc.

                
	
                  EDR
      Clemson I GP, Inc.

                	 
      	
                  EDR
      Wabash Limited Partnership

                
	
                  EDR
      Clemson I Limited Partnership

                	 
      	
                  EDR
      Wabash, LLC

                
	
                  EDR
      Clemson Place GP, LLC

                	 
      	
                  EDR
      Western Michigan, Inc.

                
	
                  EDR
      Clemson Place Limited Partnership

                	 
      	
                  EDR
      Western Michigan Limited Partnership

                
	
                  EDR
      Columbia Limited Partnership

                	 
      	
                  EDR
      Western Michigan, LLC

                
	
                  EDR
      Columbia, Inc.

                	 
      	
                  Education
      Realty Limited Partner, LLC

                
	
                  EDR
      Columbia, LLC

                	 
      	
                  Education
      Realty Operating Partnership, LP

                
	
                  EDR
      Columbus Limited Partnership

                	 
      	
                  Education
      Realty OP GP, Inc.

                
	
                  EDR
      Columbus, Inc.

                	 
      	
                  Education
      Realty OP Limited Partnership Trust

                
	
                  EDR
      Columbus, LLC

                	 
      	
                  Education
      Realty Trust, LLC

                
	
                  EDR
      C-Station, LLC

                	 
      	
                  Hines/AOES

                
	
                  EDR
      Gainesville GP, LLC

                	 
      	
                  Jacksonville
      Place (DE), LLC

                
	
                  EDR
      Gainesville Limited Partnership

                	 
      	
                  Macon
      Place (DE), LLC

                
	
                  EDR
      Greensboro, LLC

                	 
      	
                  Martin
      Place (DE), LLC

                
	
                  EDR
      Isla Vista JV Investor, LLC

                	 
      	
                  Murray
      Place (DE), LLC

                
	
                  EDR
      Isla Vista JV Manager, LLC

                	 
      	
                  River
      Place (DE), LLC

                
	
                  EDR
      Isla Vista Services Investor, LLC

                	 
      	
                  Statesboro
      Place, LLC

                
	
                  EDR
      Isla Vista Services Manager, LLC

                	 
      	
                  Salisbury
      Student Apartment Developers, LLC

                
	
                  EDR
      Knoxville Limited Partnership

                	 
      	
                  Troy
      Place, LLC

                
	
                  EDR
      Knoxville, Inc.

                	 
      	
                  University
      Towers Building, LLC

                
	
                  EDR
      Knoxville, LLC

                	 
      	
                  University
      Towers Operating Partnership, LP

                
	
                  EDR
      Lawrence Limited Partnership

                	 
      	
                  University
      Towers OP GP, LLC

                
	
                  EDR
      Lawrence, Inc.

                	 
      	
                  University
      Towers Raleigh, LLC

                
	
                  EDR
      Lawrence, LLC

                	 
      	
                  University
      Towers Raleigh Services, LLC

                
	
                  EDR
      Limpar, LLC

                	 
      	
                  University
      Village - Greensboro, LLC

                
	
                  EDR
      Lubbock Limited Partnership

                	 
      	
                  WEDR
      Riverside Investors V, L.L.C.

                


        

      

      



      
        
           


        

        
          4

          
            

          

        

        
           


        

      

      


      
        
          	
                  EDR
      Lubbock, Inc.

                	 
      	
                  WEDR
      Riverside Mezz Investor V, L.L.C.

                
	
                  EDR
      Lubbock, LLC

                	 
      	
                  WEDR
      Stinson Investors V, L.L.C.

                
	
                  EDR
      Manager, LLC

                	 
      	
                  Western
      Place, LLC

                
	
                  EDR
      Murfreesboro, LLC

                	 
      	 
      
	
                  EDR
      Norman, LLC

                	 
      	 
      
	
                  EDR
      Orlando Limited Partnership

                	 
      	 
      
	
                  EDR
      Orlando, Inc.

                	 
      	 
      
	
                  EDR
      Orlando, LLC

                	 
      	 
      
	
                  EDR
      Oxford, LLC

                	 
      	 
      
	
                  EDR
      Riverside, LLC

                	 
      	 
      
	
                  EDR
      State College, Inc.

                	 
      	 
      


        

      

       

      
        
           


        

        
          5

          
            

          

        

        
           


        

      


      SCHEDULE
5.12

      POOL

       

      
        	
                 
      

              	
                1.

              	
                Jefferson
      Commons – Tallahassee, Florida (Leon
County)

              


      

      
        	
                 
      

              	
                2.

              	
                Players
      Club – Tallahassee, Florida (Leon
County)

              


      

      
        	
                 
      

              	
                3.

              	
                The
      Reserve At Athens – Athens, Georgia (Clarke
  County)

              


      

      
        	
                 
      

              	
                4.

              	
                Reserve
      on West 31st – Lawrence, Kansas (Douglas
County)

              


      

      
        	
                 
      

              	
                5.

              	
                Campus
      Creek - Oxford, Mississippi (Lafayette
County)

              


      


      
        
           


        

        
          6

          
            

          

        

        
           


        

      


      SCHEDULE
6.02

      EXISTING
LIENS

      


      None



      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      CREDIT
AGREEMENT

       

      EXHIBIT
A

       

      ASSIGNMENT
AND ASSUMPTION

      


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

       

      For an
agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the
Assignor, subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of the Assignor’s rights and
obligations in its capacity as a Lender under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the
amount and percentage interest identified below of all of such outstanding
rights and obligations of the Assignor under the respective facilities
identified below (including any letters of credit, guarantees, and swingline
loans included in such facilities) and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any other
right of the Assignor (in its capacity as a Lender) against any Person, whether
known or unknown, arising under or in connection with the Credit Agreement, any
other documents or instruments delivered pursuant thereto or the loan
transactions governed thereby or in any way based on or related to any of the
foregoing, including contract claims, tort claims, malpractice claims, statutory
claims and all other claims at law or in equity related to the rights and
obligations sold and assigned pursuant to clause (i) above (the rights and
obligations sold and assigned pursuant to clauses (i) and (ii) above being
referred to herein collectively as the “Assigned Interest”).  Such
sale and assignment is without recourse to the Assignor and, except as expressly
provided in this Assignment and Assumption, without representation or warranty
by the Assignor.

       

      


      
        
          
            
              
                
                  	
                          1.

                        	
                          Assignor:

                        	 	
                           

                        
	 
      	 
      	 
      
	
                          2.

                        	
                          Assignee:

                        	 	
                           

                        
	  
      	  	
                          [and is an
      Affiliate/Approved Fund of [identify
      Lender]1]
      

                        
	 
      	 
      	 
      
	
                          3.

                        	
                          Borrower:

                        	
                          Education
      Realty Operating Partnership, LP and certain of its

                        
	  
      	 	
                          Subsidiaries

                        


                

              

            

          

        

      

       

      
        
          

        

        1 Select as
applicable.

      


      
        
           


        

        
          A-1

          
            

          

        

        
           


        

      

    


    
      	
              4.

            	
              Administrative
      Agent:

            	
              KeyBank,
      National Association, as the administrative agent under the Credit
      Agreement

            
	 
      	 
      	 
      
	
              5.

            	
              Credit
      Agreement:

            	
              The
      Second Amended and Restated Credit Agreement dated as of November 20,
      2009, among Education Realty Operating Partnership, LP, certain of its
      Subsidiaries, the Lenders parties thereto, KeyBank, National Association,
      as Administrative Agent, and the other agents parties
    thereto

            
	 
      	 
      	 
      
	
              6.

            	
              Assigned
      Interest:

            	 
      


    

    


    
      
        
          
            
              
                
                  
                    
                      	
                              Aggregate Amount of

                              Commitment/Loans

                              for all Lenders

                            	 	
                              Amount of

                              Commitment/Loans

                              Assigned

                            	 	
                              Percentage

                              Assigned of

                              Commitment/Loans2

                            
	
                              $_____

                            	 	
                              $_____

                            	 	
                              _____%

                            
	
                              $_____

                            	 	
                              $_____

                            	 	
                              _____%

                            
	
                              $_____

                            	 	
                              $_____

                            	 	
                              _____%

                            


                    

                  

                

              

            

          

        

      

    

    


    
      
        	
                Effective
      Date:

              	
                ______________________,
      20____ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE
      EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
      THEREFOR.]

              


      

    

    


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

    


    
      
        
          
            	 
      	
                    ASSIGNOR

                  
	 
      	 
      
	 
      	
                    [NAME
      OF ASSIGNOR]

                  
	 
      	 
      
	 
      	
                    By:

                  	 
      
	 
      	
                    Title:

                  	 
      


          

        

      

    

    

      
        

      

    

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


    
      
         


      

      
        A-2

        
          

        

      

      
         


      

    

    


    
      
        
          
            	 
      	
                    ASSIGNEE

                  
	 
      	 
      
	 
      	
                    [NAME
      OF ASSIGNEE]

                  
	 
      	 
      
	 
      	
                    By:

                  	 
      
	 
      	
                    Title:

                  	 
      


          

        

      

    

    


    [Consented
to and]3
Accepted:

    


    [KeyBank,
National Association], as

    Administrative
Agent

    


    
      
        
          
            	
                    By:

                  	 
      
	
                    Title:

                  	 
      


          

        

      

    

    


    [Consented
to:]4

    


    [NAME OF
RELEVANT PARTY]

    


    
      
        
          
            	
                    By:

                  	 
      
	
                    Title:

                  	 
      


          

        

      

    

     

    
      


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

    

    
      4 To
be added only if the consent of the Borrower and/or other parties (e.g.
Swingline Lender, Issuing Bank) is required by the terms of the Credit
Agreement.

    


    
      
         


      

      
        A-3

        
          

        

      

      
         


      

    


    ANNEX
1

    


    STANDARD
TERMS AND CONDITIONS FOR

    ASSIGNMENT
AND ASSUMPTION

    


    1.  Representations and
Warranties.

     

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

     

    1.2.  Assignee.  The
Assignee (a) represents and warrants that (i) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become
a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any,
specified in the Credit Agreement that are required to be satisfied by it in
order to acquire the Assigned Interest and become a Lender, (iii) from and after
the Effective Date, it shall be bound by the provisions of the Credit Agreement
as a Lender thereunder and, to the extent of the Assigned Interest, shall have
the obligations of a Lender thereunder, (iv) it has received a copy of the
Credit Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 5.01 thereof, as applicable, and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and Assumption and to
purchase the Assigned Interest on the basis of which it has made such analysis
and decision independently and without reliance on the Administrative Agent or
any other Lender, and (v) if it is a Foreign Lender, attached to the Assignment
and Assumption is any documentation required to be delivered by it pursuant to
the terms of the Credit Agreement, duly completed and executed by the Assignee;
and (b) agrees that (i) it will, independently and without reliance on the
Administrative Agent, the Assignor or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Loan
Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender.

     

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


    
      
         


      

      
        A-4

        
          

        

      

      
         


      

    


    Effective
Date and to the Assignee for amounts which have accrued from and after the
Effective Date.

     

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


    
      
         


      

      
        A-5

        
          

        

      

      
         


      

    

     


    CREDIT
AGREEMENT

    


    EXHIBIT
B

    


    FORM OF
COMPLIANCE CERTIFICATE

    


    Key Bank,
National Association

    as
Administrative Agent

    225
Franklin Street

    Boston,
MA  02110

    


    Attn:  Mr.
Christopher Neil

    


    RE:
Education Realty Operating Partnership, LP

     
Compliance Certificate
for        ______________        through        ______________        

    


    Dear
Ladies and Gentlemen:

    This
Compliance Certificate is made with reference to that certain Second Amended and
Restated Credit Agreement dated as of November __, 2009 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
among Education Realty Operating Partnership, LP and certain of its Subsidiaries
(collectively, the "Borrower"), the financial institutions party thereto, as
lenders, and KeyBank, N.A., as Administrative Agent.  All capitalized
terms used in this Compliance Certificate (including any attachments hereto) and
not otherwise defined in this Compliance Certificate shall have the meanings set
forth for such terms in the Credit Agreement.  All Section references
herein shall refer to the Credit Agreement.

     

    
      I hereby
certify that I am the Chief Accounting Officer of Education Realty Operating
Partnership, LP, and that I make this Certificate on behalf of each
Borrower.  I further represent and certify on behalf of the Borrower
as follows as of the date of this Compliance Certificate:

       

      
        I have
reviewed the terms of the Loan Documents and have made, or have caused to be
made under my supervision, a review in reasonable detail of the transactions and
consolidated and consolidating financial condition of the Borrower and its
Subsidiaries, during the accounting period (the "Reporting Period") covered by
the financial reports delivered simultaneous herewith pursuant to Section
5.01[(a)][(b)], and that such review has not disclosed the existence during or
at the end of such Reporting Period (and that I do not have knowledge of the
existence as at the date hereof) of any condition or event which constitutes a
Default or Event of Default.

      

       


        All
referenced dollar amounts in this certificate are stated in thousands unless
otherwise noted.

         

        
          Attached
hereto as Schedule A-1 is a list of the Real Property that comprises the Pool
and the Pool Value, and Schedule A-2 is a list of the Real Property assets that
were identified as being in the Pool in the last Compliance Certificate and that
are no longer qualified to be in the Pool as of the last day of the Reporting
Period.

          

            
              
                 


              

              
                B-1

                
                  

                

              

              
                 


              

            

          

        

      

    

    
       

      Attached
hereto as Schedule B-1 is a detailed calculation of Interest Expense for the
Reporting Period and Schedule B-2 is a detailed calculation of Interest Expense,
principal paid and due and payable on Indebtedness, and cash dividends payable
on the Parent's preferred stock for the Reporting Period, which amounts
aggregated:
  

    

    
      	
                      Schedule
      B-1

            	
              $

            
	
                      Schedule
      B-2

            	
              $

            


    

    


    Attached
hereto as Schedule C is a detailed calculation of EBITDA for the Reporting
Period, which amount was:

    


    
      	
                      Schedule
      C  EBITDA

            	
              $

            


    

    


    As of the
last day of the Reporting Period:

    


    
      
        	
                1.

              	
                Interest Coverage Ratio:

              	 
      
	 
      	 
      	 
      	 
      
	 
      	
                ( a
      )

              	
                Adjusted
      EBITDA

              	
                $

              
	 
      	
                ( b
      )

              	
                Interest
      Expense

              	
                $

              
	 
      	
                ( c
      )

              	
                Interest
      Coverage Ratio

              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                Covenant:        1.85:1.00

              	 
      


      

    

    


    
      
        	
                2.

              	
                Fixed Charge Coverage Ratio
      Calculation:

              	 
      
	 
      	 
      	 
      	 
      
	 
      	
                ( a
      )

              	
                Adjusted
      EBITDA

              	
                $

              
	 
      	
                ( b
      )

              	
                Capital
      Expenditure Reserve

              	
                $

              
	 
      	
                ( c
      )

              	
                (a)-(b)

              	
                $

              
	 
      	
                ( d
      )

              	
                Principal
      paid and due and payable plus Interest

              	 
      
	 
      	 
      	
                Expense
      plus cash dividends on preferred stock

              	
                $

              
	 
      	
                ( d
      )

              	
                Fixed
      Charge Coverage Ratio ((c) to ((d))

              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                Covenant:          1.50
      :1.00

              	 
      


      

    

    


    
      
        
          	
                  3.

                	
                  Tangible Net Worth ("TNW"):

                	 
      
	 	 	 
	 
      	
                  Total
      Tangible Net Worth at ________________

                	
                  $

                
	 
      	 
      	 
      
	 
      	
                  Required
      Tangible Net Worth

                	 
      


        

      

    

     

    
      
        	 
      	 
      	
                Net
      Proceeds of Offerings after Effective Date

              	
                $

              
	 
      	 
      	 
      	
                         
           75%

              
	 
      	 
      	 
      	
                $

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                Plus

              	
                $

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                Total
      Required Tangible Net Worth

              	
                                    $

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                Covenant:
      Current TNW must exceed required
TNW

              


      

    

     

    
      
         


      

      
        B-2

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            	
                                                                                    4.

                                                                                  	
                                                                                    Total Leverage Ratio
      Calculation:

                                                                                  	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                                                                    ( a
      )

                                                                                  	
                                                                                    Indebtedness

                                                                                  	
                                                                                    $

                                                                                  
	 
      	
                                                                                    ( b
      )

                                                                                  	
                                                                                    Total
      Asset Value

                                                                                  	 
      
	 
      	
                                                                                    ( c
      )

                                                                                  	
                                                                                    Total
      Leverage Ratio

                                                                                  	
                                                                                                 
                %

                                                                                  
	 
      	 
      	 
      	 
      
	 
      	 
      	
                                                                                    Covenant:     less
      than sixty

                                                                                    five
      percent (65%) prior to

                                                                                    November
      ___, 2012, and less

                                                                                    than
      sixty percent (60%)

                                                                                    thereafter

                                                                                  	 
      
	 
      	 
      	 
      	 
      
	
                                                                                    5.

                                                                                  	
                                                                                    Varying Interest Rate
      Calculation:

                                                                                  	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                                                                    ( a
      )

                                                                                  	
                                                                                    Indebtedness
      with a varying interest rate

                                                                                  	
                                                                                    $

                                                                                  
	 
      	
                                                                                    ( b
      )

                                                                                  	
                                                                                    Indebtedness

                                                                                  	 
      
	 
      	
                                                                                    ( c
      )

                                                                                  	
                                                                                    ( a
      ) to ( b )

                                                                                  	
                                                                                                            %

                                                                                  
	 
      	 
      	 
      	 
      
	 
      	
                                                                                     

                                                                                  	
                                                                                    
                                                                                      Covenant:          <30%

                                                                                    

                                                                                  	 
      
	 
      	 
      	 
      	 
      
	
                                                                                    6.

                                                                                  	
                                                                                    Asset Maintenance
    Calculation

                                                                                  	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                                                                    ( a
      )

                                                                                  	
                                                                                    Value
      of Pool (see attached Schedule A-1)

                                                                                  	
                                                                                    $

                                                                                  
	 
      	 
      	 
      	 
      
	 
      	   	
                                                                                    Covenant:          >$50,000

                                                                                  	 
      
	 
      	 
      	 
      	 
      
	
                                                                                    7.

                                                                                  	
                                                                                    Investment Limitations

                                                                                  	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                                                                    ( a
      )

                                                                                  	
                                                                                    ( i
      )          Investments
      in Unconsolidated Affiliates

                                                                                  	
                                                                                    $

                                                                                  
	 
      	 
      	
                                                                                    (
      ii )         Total Asset
      Value

                                                                                  	
                                                                                    $

                                                                                  
	 
      	 
      	
                                                                                    (
      iii )        (i) / (ii), expressed as a
      percentage

                                                                                  	
                                                                                                         __%

                                                                                  
	 
      	 
      	 
      	 
      
	 
      	
                                                                                     

                                                                                  	
                                                                                    Covenant:          <15%

                                                                                  	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                                                                    ( b
      )

                                                                                  	
                                                                                    ( i
      )           Investments
      in undeveloped land

                                                                                  	
                                                                                    $

                                                                                  
	 
      	 
      	
                                                                                    (
      ii )          Total Asset
      Value

                                                                                  	
                                                                                    $

                                                                                  
	 
      	 
      	
                                                                                    (
      iii )         (i) / (ii),
      expressed as a percentage

                                                                                  	
                                                                                                         ___%

                                                                                  
	 
      	 
      	 
      	 
      
	 
      	
                                                                                     

                                                                                  	
                                                                                    Covenant:          <10%

                                                                                  	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                                                                    ( c
      )

                                                                                  	
                                                                                    ( i
      )           Investments
      in Assets Under Development

                                                                                  	
                                                                                    $

                                                                                  
	 
      	 
      	
                                                                                    (
      ii )          Total Asset
      Value

                                                                                  	
                                                                                    $

                                                                                  
	 
      	 
      	
                                                                                    (
      iii )          (i) / (ii),
      expressed as a percentage

                                                                                  	
                                                                                    
                                                                                                           ___%

                                                                                    

                                                                                  
	 
      	 
      	 
      	 
      
	 
      	
                                                                                     

                                                                                  	
                                                                                    Covenant:          <20%

                                                                                  	 
      
	 
      	 
      	 
      	 
      
	 
      	
                                                                                    ( d
      )

                                                                                  	
                                                                                    ( i
      )           Investments
      in Real Property not constituting

                                                                                  	 
      
	 
      	 
      	
                                                                                                     student
      housing communities

                                                                                  	
                                                                                    $

                                                                                  
	 
      	 
      	
                                                                                    (
      ii )          Total
      Asset Value

                                                                                  	
                                                                                    $

                                                                                  


                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    

     

    
      
        	 
      	
                 

              	
                (
      iii )         (i) / (ii),
      expressed as a percentage

              	
                
                                       ___%

                

              
	 
      	 
      	 
      	 
      
	 
      	
                 

              	
                Covenant:          <10%

              	 
      


      

    

     

    
      
        
          	 
      	
                  ( e
      )

                	
                  ( i
      )           Investments
      in undeveloped land, Unconsolidated

                	 
      
	 
      	 
      	
                                   Affiliates,
      Assets Under Development and

                	 
      
	 
      	 
      	
                                   non-student
      housing communities

                	
                  $

                
	 
      	 
      	
                  (
      ii )          Total
      Asset Value

                	
                  $

                
	 
      	 
      	
                  (
      iii )         (i) / (ii),
      expressed as a percentage

                	
                                       ___%

                
	 
      	 
      	 
      	 
      
	 
      	
                   

                	
                  
                    Covenant:         <25%

                  

                	 
      


        

      

    

     

    
      
        
          
            
              
                	
                        8.

                      	
                        Restricted
      Payments

                      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                        (a)

                      	
                        Restricted
      Payments to be made on or after  ______________ for reporting
      period and restricted payments made preceding 3 quarters

                      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                        2Q
      2009 Dividend per share Common Stock

                      	
                        $

                      
	 
      	 
      	
                        1Q
      2009 Dividend per share Common Stock ______

                      	
                        $

                      
	 
      	 
      	
                        4Q
      2008 Dividend per share Common Stock ______

                      	
                        $

                      
	 
      	 
      	
                        3Q
      2008 Dividend per share Common Stock _______

                      	
                        $

                      
	 
      	 
      	 
      	 
      
	
                        9.

                      	
                        Maximum
      Outstandings

                      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                        ( a
      )

                      	
                        Aggregate
      Commitment

                      	
                        $

                      
	 
      	
                        ( b
      )

                      	
                        Aggregate
      Borrowing Base Availability

                      	 
      
	 
      	 
      	
                        (attach
      list reflecting amount for each Mortgaged Property)

                      	 
      
	 
      	
                        ( c
      )

                      	
                        Maximum
      Loan Available Amount (lesser of (a) or (b))

                      	 
      
	 
      	
                        ( d
      )

                      	
                        Amount
      outstanding under Revolving Loans and Swingline Loans

                      	 
      
	 
      	
                        ( e
      )

                      	
                        LC
      Exposure

                      	 
      
	 
      	
                        ( f
      )

                      	
                        Revolving
      Credit Exposure (d) + (e); cannot exceed ( c )

                      	 
      
	 
      	 
      	
                        Covenant:         <Maximum
      Loan Available Amount

                      	 
      


              

            

          

        

      

    

    
This
Compliance Certificate has been executed and delivered as of the date set forth
above.

    


    
      
        	
                EDUCATION
      REALTY OPERATING PARTNERSHIP, LP

              
	 
      	 
      
	
                By:    

              	
                Education
      Realty OP GP, Inc., General Partner

              
	 
      	 
      
	
                By:   

              	 
      
	
                Name:   

              	
                J.
      Drew Koester

              
	
                Title:   

              	
                Vice
      President and Chief Accounting
Officer

              


      

    


    
      
         


      

      
        B-4

        
          

        

      

      
         


      

    


    CREDIT
AGREEMENT

    


    EXHIBIT
C

    


    FORM OF
GUARANTY

    


    THIS
GUARANTY dated as of _______________, 2009, executed and delivered by each of
the undersigned, whether one or more, (all each a “Guarantor” and, collectively,
the “Guarantors”), in favor of (a) KEYBANK, NATIONAL ASSOCIATION, in its
capacity as Administrative Agent (the “Agent”) for the Lenders under that
certain Second Amended and Restated Credit Agreement dated as of
_______________, 2009, by and among EDUCATION REALTY OPERATING PARTNERSHIP, LP,
EDR ATHENS I, LLC, EDR TALLAHASSEE I, LLC, EDR OXFORD, LLC, EDR TALLAHASSEE
LIMITED PARTNERSHIP and EDR LAWRENCE LIMITED PARTNERSHIP (collectively, the
“Borrower”), the financial institutions party thereto and their assignees in
accordance therewith (the “Lenders”), and the Agent (as the same may be amended,
restated, supplemented or otherwise modified from time to time in accordance
with its terms, the “Credit Agreement”) and (b) the Lenders.

     

    WHEREAS,
pursuant to the Credit Agreement, the Lenders have made available to the
Borrower certain financial accommodations on the terms and conditions set forth
in the Credit Agreement;

     

    WHEREAS,
the Borrower and each Guarantor, though separate legal entities, are mutually
dependent on each other in the conduct of their respective businesses as an
integrated operation and have determined it to be in their mutual best interests
to obtain financing from the Agent and the Lenders through their collective
efforts;

     

    WHEREAS,
each Guarantor acknowledges that it will receive direct and indirect benefits
from the Agent and the Lenders making such financial accommodations available to
the Borrower under the Credit Agreement and, accordingly, each Guarantor is
willing to guarantee the Borrower’s obligations to the Agent and the Lenders on
the terms and conditions contained herein; and

     

    WHEREAS,
each Guarantor’s execution and delivery of this Guaranty is one of the
conditions precedent to the Agent and the Lenders making, or continuing to make,
such financial accommodations to the Borrower.

     

    NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by each Guarantor, each Guarantor agrees as
follows:

     

    Section
1.  Guaranty.   Each
Guarantor hereby absolutely and unconditionally guaranties the due and punctual
payment and performance of all of the following when due (collectively referred
to as the “Obligations”): (a) all indebtedness and obligations owing by the
Borrower to any of the Lenders or the Agent under or in connection with the
Credit Agreement and any other Loan Document, including without limitation, the
repayment of all principal of the Loans made by the Lenders to the Borrower
under the Credit Agreement and the payment of all interest,
fees,


    
      
         


      

      
        C-1

        
          

        

      

      
         


      

    


    charges,
reasonable attorneys fees and other amounts payable to any Lender or the Agent
thereunder or in connection therewith (including any Hedging Agreement); (b) any
and all extensions, renewals, modifications, amendments or substitutions of the
foregoing; and (c) all expenses, including, without limitation, reasonable
attorneys’ fees and disbursements, that are incurred by the Lenders or the Agent
in the enforcement of any of the foregoing or any obligation of such Guarantor
hereunder.

     

    Section
2. Guaranty of Payment
and Not of Collection.  This Guaranty is a guaranty of payment,
and not of collection, and a debt of each Guarantor for its own account.
Accordingly, the Lenders and the Agent shall not be obligated or required before
enforcing this Guaranty against any Guarantor: (a) to pursue any right or remedy
the Lenders or the Agent may have against the Borrower, any other Guarantor or
any other Person or commence any suit or other proceeding against the Borrower,
any other Guarantor or any other Person in any court or other tribunal; (b) to
make any claim in a liquidation or bankruptcy of the Borrower, any other
Guarantor or any other Person; or (c) to make demand of the Borrower, any other
Guarantor or any other Person or to enforce or seek to enforce or realize upon
any collateral security held by the Lenders or the Agent which may secure any of
the Obligations. In this connection, each Guarantor hereby waives the right of
such Guarantor to require any holder of the Obligations to take action against
the Borrower as provided by any legal requirement of any Governmental
Authority.

     

    Section
3. Guaranty
Absolute.  Each Guarantor guarantees that the Obligations will
be paid strictly in accordance with the terms of the documents evidencing the
same, regardless of any legal requirement now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of the Agent or the
Lenders with respect thereto. The liability of each Guarantor under this
Guaranty shall be absolute and unconditional in accordance with its
terms  and shall remain in full force and effect without regard to,
and shall not be released, suspended, discharged, terminated or otherwise
affected by, any circumstance or occurrence whatsoever (other than the full and
final payment and performance of the Obligations), including, without
limitation, the following (whether or not such Guarantor consents thereto or has
notice thereof):

     

    (a)           (i)
any change in the amount, interest rate or due date or other term of any of the
Obligations; (ii) any change in the time, place or manner of payment of all or
any portion of the Obligations; (iii) any amendment or waiver of, or consent to
the departure from or other indulgence with respect to, the Credit Agreement,
any other Loan Document, or any other document or instrument evidencing or
relating to any Obligations; or (iv) any waiver, renewal, extension, addition,
or supplement to, or deletion from, or any other action or inaction under or in
respect of, the Credit Agreement, any of the other Loan Documents, or any other
documents, instruments or agreements relating to the Obligations or any other
instrument or agreement referred to therein or evidencing any Obligations or any
assignment or transfer of any of the foregoing;

     

    (b)           any
lack of validity or enforceability of the Credit Agreement, any of the other
Loan Documents, or any other document, instrument or agreement referred to
therein or evidencing any  Obligations or any assignment or transfer
of any of the foregoing;


    
      
         


      

      
        C-2

        
          

        

      

      
         


      

    


    (c)           any
furnishing to the Agent or the Lenders of any security for the Obligations, or
any sale, exchange, release or surrender of, or realization on, any collateral
security for the Obligations;

     

    (d)           any
settlement or compromise of any of the Obligations, any security therefor, or
any liability of any other party with respect to the Obligations, or any
subordination of the payment of the Obligations to the payment of any other
liability of the Borrower;

     

    (e)           any
bankruptcy, insolvency, reorganization, composition, adjustment, dissolution,
liquidation or other like proceeding relating to any other Guarantor, the
Borrower or any other Person, or any action taken with respect to this Guaranty
by any trustee or receiver, or by any court, in any such
proceeding;

     

    (f)           any
nonperfection of any security interest or other Lien on any of the collateral
securing any of the Obligations;

     

    (g)           any
act or failure to act by the Borrower or any other Person which may adversely
affect such Guarantor’s subrogation rights, if any, against the Borrower to
recover payments made under this Guaranty;

     

    (h)           any
application of sums paid by the Borrower or any other Person with respect to the
liabilities of the Borrower to the Agent or the Lenders, regardless of what
liabilities of the Borrower remain unpaid;

     

    (i)           any
defect, limitation or insufficiency in the borrowing powers of the Borrower or
in the exercise thereof; or

     

    (j)           any
other circumstance which might otherwise constitute a defense available to, or a
discharge of, any Guarantor hereunder.

     

    Section
4. Action with Respect
to Obligations. The Lenders and the Agent may in accordance with the
Credit Agreement, at any time and from time to time, without the consent of, or
notice to, any Guarantor, and without discharging any Guarantor from its
obligations hereunder take any and all actions described in Section
3  and may otherwise: (a) amend, modify, alter or supplement
the terms of any of the Obligations, including, but not limited to, extending or
shortening the time of payment of any of the Obligations or the interest rate
that may accrue on any of the Obligations; (b) amend, modify, alter or
supplement the Credit Agreement or any other Loan Document; (c) sell, exchange,
release or otherwise deal with all, or any part, of any collateral securing any
of the Obligations; (d) release any Person liable in any manner for the payment
or collection of the Obligations; (e) exercise, or refrain from exercising, any
rights against the Borrower or any other Person (including, without limitation,
any other Guarantor); and (f) apply any sum, by whomsoever paid or however
realized, to the Obligations in such order as the Lenders or the Agent shall
elect in accordance with the Credit Agreement.

     

    Section
5.  Representations and
Warranties.  Each Guarantor hereby makes to the Agent and the
Lenders all of the representations and warranties made by the Borrower with
respect to or


    
      
         


      

      
        C-3

        
          

        

      

      
         


      

    


    in any
way relating to such Guarantor in the Credit Agreement and the other Loan
Documents, as if the same were set forth herein in full.

     

    Section
6. Covenants.  Each
Guarantor will comply with all covenants which the Borrower is to cause such
Guarantor to comply with under the terms of the Credit Agreement or any other
Loan Documents.

     

    Section
7. Waiver.  Each
Guarantor, to the fullest extent permitted by applicable law, hereby waives
notice of acceptance hereof or any presentment, demand, protest or notice of any
kind, and any other act or thing, or omission or delay to do any other act or
thing, which in any manner or to any extent might vary the risk of such
Guarantor or which otherwise might operate to discharge such Guarantor from its
obligations hereunder.

     

    Section
8. Inability to
Accelerate Loan.  If the Agent and/or the Lenders are prevented
from demanding or accelerating payment thereof by reason of any automatic stay
or otherwise, the Agent and/or the Lenders shall be entitled to receive from
each Guarantor, upon demand therefor, the sums which otherwise would have been
due had such demand or acceleration occurred.

     

    Section
9.  Reinstatement of
Obligations.  Each Guarantor agrees that this Guaranty shall
continue to be effective or be reinstated, as the case may be, with respect to
any Obligations if at any time payment of any such Obligations is rescinded or
otherwise must be restored by the Agent and/or the Lenders upon the bankruptcy
or reorganization of the Borrower or any Guarantor or otherwise.

     

    Section
10.  Subrogation.  Until
all of the Obligations shall have been indefeasibly paid in full, any right of
subrogation a Guarantor may have shall be subordinate to the rights of Agent and
the Lenders and each Guarantor hereby waives any right to enforce any remedy
which the Agent and/or the Lenders now have or may hereafter have against the
Borrower, and each Guarantor hereby waives any benefit of, and any right to
participate in, any security or collateral given to the Agent and the Lenders to
secure payment or performance of any of the Obligations.

     

    Section
11.  Payments Free and
Clear.  All sums payable by each Guarantor hereunder shall be
made free and clear of and without deduction for any Indemnified Taxes (as
defined in the Credit Agreement) or Other Taxes (as defined in the Credit
Agreement); provided that if any
Guarantor shall be required to deduct any Indemnified Taxes or Other 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 Agent, Lender or Issuing Bank
(as defined in the Credit Agreement) (as the case may be) receives an amount
equal to the sum it would have received had no such deductions been made; (ii)
such Guarantor shall make such deductions; and (iii) such Guarantor shall pay
the full amount deducted to the relevant Governmental Authority (as defined in
the Credit Agreement) in accordance with applicable law.

     

    Section
12.  Set-off.  In
addition to any rights now or hereafter granted under applicable law and not by
way of limitation of any such rights, each Lender is hereby authorized at any
time


    
      
         


      

      
        C-4

        
          

        

      

      
         


      

    


    and from
time to time, to the fullest extent permitted by law, to set off and apply any
and all deposits (general or special, time or demand, provisional or final) at
any time held and other obligations at any time owing by such Lender to or for
the credit or the account of any Guarantor against any of and all the
obligations of such Guarantor now or hereafter existing under this Guaranty held
by such Lender then due and payable.  Each Guarantor agrees, to the
fullest extent it may effectively do so under applicable law, that any holder of
a participation in a Note, whether or not acquired pursuant to the applicable
provisions of the Credit Agreement, may exercise rights of setoff or
counterclaim and other rights with respect to such participation as fully as if
such holder of a participation were a direct creditor of such Guarantor in the
amount of such participation.

     

    Section
13.  Subordination.   Each
Guarantor hereby expressly covenants and agrees for the benefit of the Agent and
the Lenders that all obligations and liabilities of the Borrower or any other
Guarantor to such Guarantor of whatever description, including without
limitation, all intercompany receivables of such Guarantor from the Borrower or
any other Guarantor (collectively, the “Junior Claims”) shall be subordinate and
junior in right of payment to all Obligations; provided, however, that payment
thereof may be made so long as no Event of Default shall have occurred and be
continuing. If an Event of Default shall have occurred and be continuing, then
no Guarantor shall accept any direct or indirect payment (in cash, property,
securities by setoff or otherwise) from the Borrower or any other Guarantor on
account of or in any manner in respect of any Junior Claim until all of the
Obligations have been indefeasibly paid in full.

     

    Section
14. Avoidance
Provisions.  It is the intent of each Guarantor, the Agent and
the Lenders that in any Proceeding, such Guarantor’s maximum obligation
hereunder shall equal, but not exceed, the maximum amount which would not
otherwise cause the obligations of such Guarantor hereunder (or any other
obligations of such Guarantor to the Agent and the Lenders) to be avoidable or
unenforceable against such Guarantor in such Proceeding as a result of
applicable law, including without limitation, (a) Section 548 of the Bankruptcy
Code of 1978, as amended (the “Bankruptcy Code”) and (b) any state fraudulent
transfer or fraudulent conveyance act or statute applied in such Proceeding,
whether by virtue of Section 544 of the Bankruptcy Code or otherwise. The
applicable laws under which the possible avoidance or unenforceability of the
obligations of such Guarantor hereunder (or any other obligations of such
Guarantor to the Agent and the Lenders) shall be determined in any such
Proceeding are referred to as the “Avoidance Provisions.” Accordingly, to the
extent that the obligations of any Guarantor hereunder would otherwise be
subject to avoidance under the Avoidance Provisions, the maximum Obligations for
which such Guarantor shall be liable hereunder shall be reduced to that amount
which, as of the time any of the Obligations are deemed to have been incurred
under the Avoidance Provisions, would not cause the obligations of any Guarantor
hereunder (or any other obligations of such Guarantor to the Agent and the
Lenders), to be subject to avoidance under the Avoidance Provisions. This
Section is intended solely to preserve the rights of the Agent and the Lenders
hereunder to the maximum extent that would not cause the obligations of any
Guarantor hereunder to be subject to avoidance under the Avoidance Provisions,
and no Guarantor nor any other Person shall have any right or claim under this
Section as against the Agent and the Lenders that would not otherwise be
available to such Person under the Avoidance Provisions.


    
      
         


      

      
        C-5

        
          

        

      

      
         


      

    


    Section
15.  Information.  Each
Guarantor assumes all responsibility for being and keeping itself informed of
the financial condition of the Borrower, of the other Guarantors and of all
other circumstances bearing upon the risk of nonpayment of any of the
Obligations and the nature, scope and extent of the risks that such Guarantor
assumes and incurs hereunder, and agrees that none of the Agent or any Lender
shall have any duty whatsoever to advise any Guarantor of information regarding
such circumstances or risks.

     

    Section
16. Governing
Law.  THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     

    Section
17.   Jurisdiction; Venue; JURY
WAIVER.

     

    (a)           Each
Guarantor hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of the state and federal courts in
Boston, Massachusetts and in New York, New York, and any appellate court from
any thereof, in any action or proceeding arising out of or relating to this
Guaranty or any other Loan Document, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard
and determined in such State or, to the extent permitted by 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 Guaranty shall affect any right that the Agent,
the Issuing Bank or any Lender may otherwise have to bring any action or
proceeding relating to this Guaranty or any other Loan Document against the
Guarantor or its properties in the courts of any jurisdiction.

     

    (a)           Each
Guarantor hereby irrevocably and unconditionally waives, to the fullest extent
it may legally and effectively do so, any objection which it may now or
hereafter have to the laying of venue of any suit, action or proceeding arising
out of or relating to this Guaranty or any other Loan Document in any court
referred to in paragraph (a) of this Section.  Each of the parties
hereto hereby irrevocably waives, to the fullest extent permitted by law, the
defense of an inconvenient forum to the maintenance of such action or proceeding
in any such court.

     

    (b)           WAIVER OF JURY
TRIAL.  EACH PARTY HERETO HEREBY 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
GUARANTY, 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 PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY 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


    
      
         


      

      
        C-6

        
          

        

      

      
         


      

    

     

    BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.

     

    Section
18.  Loan
Accounts.  The Agent may maintain books and accounts setting
forth the amounts of principal, interest and other sums paid and payable with
respect to the Obligations, and in the case of any dispute relating to any of
the outstanding amount, payment or receipt of Obligation or otherwise, the
entries in such account shall be binding upon each Guarantor as to the
outstanding amount of such Obligations and the amounts paid and payable with
respect thereto absent manifest error. The failure of the Agent to maintain such
books and accounts shall not in any way relieve or discharge any Guarantor of
any of its obligations hereunder.

     

    Section
19.  Waiver
of Remedies.  No delay or failure on the part of the Agent or
the Lenders in the exercise of any right or remedy it may have against any
Guarantor hereunder or otherwise shall operate as a waiver thereof, and no
single or partial exercise by the Agent or the Lenders of any such right or
remedy shall preclude other or further exercise thereof or the exercise of any
other such right or remedy.

     

    Section
20.  Successors and
Assigns.  Each reference herein to the Agent or the Lenders
shall be deemed to include such Person’s respective successors and assigns
(including, but not limited to, any holder of the Obligations) in whose favor
the provisions of this Guaranty also shall inure, and each reference herein to
any Guarantor shall be deemed to include the Guarantor’s successors and assigns,
upon whom this Guaranty also shall be binding. The Lenders and the Agent may, in
accordance with the applicable provisions of the Credit Agreement, assign,
transfer or sell any Obligation, or grant or sell participation in any
Obligations, to any Person or entity without the consent of, or notice to, any
Guarantor and without releasing, discharging or modifying such Guarantor’s
obligations hereunder. Each Guarantor hereby consents to the delivery by the
Agent or any Lender to any assignee, transferee or participant of any financial
or other information regarding the Borrower or any Guarantor. Each Guarantor may
not assign or transfer its obligations hereunder to any Person.

     

    Section
21.  Amendments.  This
Guaranty may not be amended except as provided in the Credit
Agreement.

     

    Section
22.  Payments.  All
payments made by any Guarantor pursuant to this Guaranty shall be made in
Dollars, in immediately  available funds to the Agent at the place and
time provided for in the Credit Agreement on the date one (1) Business Day after
written demand therefor to such Guarantor by the Agent.

     

    SECTION
23. JOINT AND SEVERAL
OBLIGATIONS.   THE OBLIGATIONS OF THE GUARANTORS HEREUNDER
AND UNDER OTHER LOAN DOCUMENTS SHALL BE JOINT AND SEVERAL, AND ACCORDINGLY, EACH
GUARANTOR (BUT NOT ITS LIMITED PARTNERS, SHAREHOLDERS OR MEMBERS) CONFIRMS THAT
IT  (BUT NOT ITS LIMITED PARTNERS, SHAREHOLDERS OR MEMBERS) IS LIABLE
FOR THE FULL AMOUNT OF THE OBLIGATIONS AND ALL OF THE OBLIGATIONS
AND


    
      
         


      

      
        C-7

        
          

        

      

      
         


      

    


    LIABILITIES
OF EACH OF THE OTHER GUARANTORS HEREUNDER AND UNDER OTHER LOAN
DOCUMENTS.

     

    Section
24.  Notices.  All
notices, requests and other communications hereunder shall be in writing and
shall be given as provided in the Loan Agreement.  Each Guarantor’s
address for notice is set forth below its signature hereto.

     

    Section
25.  Severability.  In
case any provision of this Guaranty shall be invalid, illegal or unenforceable
in any jurisdiction, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

     

    Section
26.  Headings.  Section
headings used in this Guaranty are for convenience only and shall not affect the
construction of this Guaranty.

     

    Section
27.  Definitions.  (a)
For the purposes of this Guaranty:

     

    “Proceeding” means
any of the following: (i) a voluntary or involuntary case concerning any
Guarantor shall be commenced under the Bankruptcy Code or any other applicable
bankruptcy laws; (ii) a custodian (as defined in the Bankruptcy Code or any
other applicable bankruptcy laws) is appointed for, or takes charge of, all or
any substantial part of the property of any Guarantor; (iii) any other
proceeding under any applicable law, domestic or foreign, relating to
bankruptcy, insolvency, reorganization, winding-up or composition for adjustment
of debts, whether now or hereafter in effect, is commenced relating to any
Guarantor; (iv) any Guarantor is adjudicated insolvent or bankrupt; (v) any
order of relief or other order approving any such case or proceeding is entered
by a court of competent jurisdiction; (vi) any Guarantor makes a general
assignment for the benefit of creditors; (vii) any Guarantor shall fail to pay,
or shall state that it is unable to pay, or shall be unable to pay, its debts
generally as they become due; (viii) any Guarantor shall call a meeting of its
creditors with a view to arranging a composition or adjustment of its debts;
(ix) any Guarantor shall by any act or failure to act indicate its consent to,
approval of or acquiescence in any of the foregoing; or (x) any corporate action
shall be taken by any Guarantor for the purpose of effecting any of the
foregoing.

     

    (b)           Terms
not otherwise defined herein are used herein with the respective meanings given
them in the Credit Agreement.

     

    IN
WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guaranty as
of the date and year first written above.

     

    
      
        
          	 
      	
                  (GUARANTOR)

                
	 
      	 
      
	 
      	
                  By:

                	 
      


        

      

    

    
      
        
          	 
      	
                  Name:

                	 
      


        

      

    

    
      
        
          	 
      	
                  Title:

                	 
      


        

      

    

    
      


      
        
          	 
      	
                  Address
      for Notices:

                


        

      


      
        
           


        

        
          C-8

          
            

          

        

        
           


        

      

      


      
        
          	 
      	
                  c/o
      EDUCATION REALTY OPERATING

                
	 
      	
                  PARTNERSHIP,
      LP

                
	 
      	
                  530
      Oak Court Drive, Suite 300

                
	 
      	
                  Memphis,
      Tennessee  38117

                
	 
      	
                  Attention:  Randall
      H. Brown

                


        

      

    

    

      
        
           


        

        
          C-9

          
            

          

        

        
           


        

      

    

     

    CREDIT
AGREEMENT

     

    EXHIBIT
D

    


    FORM OF
NOTE

    


    
      
        
          	
                  $_________________

                	
                  __________,
      2009

                


        

      

    

    


    FOR VALUE RECEIVED, EDUCATION REALTY
OPERATING PARTNERSHIP, LP, EDR ATHENS I, LLC, EDR TALLAHASSEE I,
LLC, EDR OXFORD, LLC, EDR TALLAHASSEE LIMITED PARTNERSHIP and EDR LAWRENCE
LIMITED PARTNERSHIP (collectively, the
“Maker”) jointly and severally promise to pay without offset or counterclaim to
the order of [insert name of Lender], (“Payee”), the principal amount equal to
the lesser of (x) __________________________ ($_____________) or (y) the
outstanding amount advanced by Payee as a Loan (or Loans) under the Credit
Agreement (as hereinafter defined), payable in accordance with the terms of the
Credit Agreement.

     

    Maker
also promises to pay interest on the unpaid principal amount of this Note (this
“Note”) at the rates and at the times which shall be determined in accordance
with the provisions of that certain Second Amended and Restated Credit Agreement
dated of even date herewith, among Maker, the Lenders named therein, and
KeyBank, National Association, as Administrative Agent for itself and the
Lenders (as hereafter amended, supplemented or otherwise modified from time to
time, the “Credit
Agreement”).  Capitalized terms used herein without definition
shall have the meanings set forth in the Credit Agreement.

     

    Subject
to the terms and provisions of the Credit Agreement, amounts borrowed may be
repaid and reborrowed at any time prior to the termination of the Availability
Period.  No Lender shall have any obligation to make a Loan to the
extent such Loan would cause the sum of the total Revolving Credit Exposures to
exceed the total Maximum Loan Available Amount.

     

    This Note
is subject to mandatory prepayment and prepayment at the option of the Maker, as
provided in the Credit Agreement.

     

    This Note
is issued pursuant to the Credit Agreement and is entitled to the benefits of
the Credit Agreement, reference to which is hereby made for a more complete
statement of the terms and conditions under which the Loan evidenced hereby is
made and is to be repaid.

     

    THIS NOTE
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.  MAKER AGREES THAT JURISDICTION AND VENUE FOR ANY ACTION
REGARDING THIS NOTE SHALL BE AS SET FORTH IN THE CREDIT
AGREEMENT.


    
      
         


      

      
        D-1

        
          

        

      

      
         


      

    


    Upon the
occurrence of an Event of Default, the unpaid balance of the principal amount of
this Note may become, or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit
Agreement.

     

    Maker
promises to pay all fees, costs and expenses incurred in the collection and
enforcement of this Note in accordance with the terms of the Credit
Agreement.  Maker and any endorser of this Note hereby consents to
renewals and extensions of time at or after the maturity hereof, without notice,
and hereby waive diligence, presentment, protest, demand and notice of every
kind (except such notices as may be expressly required under the Credit
Agreement or the other Loan Documents) and, to the full extent permitted by law,
the right to plead any statute of limitations as a defense to any demand
hereunder.

     

    Whenever
possible, each provision of this Note shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Note
shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Note.

     

    IN
WITNESS WHEREOF, Maker has caused this Note to be executed and delivered by its
duly authorized officer, as of the day and year first written
above.

    


    
      
        	 
      	
                EDUCATION
      REALTY OPERATING

              
	 
      	
                PARTNERSHIP,
      LP, a Delaware limited

              
	 
      	
                partnership

              
	 
      	 
      
	 
      	
                By:

              	
                Education
      Realty OP GP, Inc.,

              
	 
      	 
      	
                a
      Delaware corporation,

              
	 
      	 
      	
                General
      Partner

              


      

    

    


    
      
        
          	 	
                  By:

                	 
      


        

      

    

    
      
        
          	 	
                  Name:

                	 
      


        

      

    

    
      
        
          	 	
                  Title:

                	 
      


        

      

    


    
      
         


      

      
        D-2

        
          

        

      

      
         


      

    

    


    
      
        	 
      	
                EDR
      TALLAHASSEE LIMITED

              
	 
      	 
      	
                PARTNERSHIP,
      a Delaware limited

              
	 
      	 
      	
                partnership

              


      

    

    


    
      
        	 
      	
                By:

              	
                EDR
      Tallahassee, LLC,

              
	 
      	 
      	
                a
      Delaware limited liability company,

                its
      general partner

              


      

    

    


    
      
        	 
      	
                By:

              	
                EDR
      Tallahassee, Inc.,

              
	 
      	 
      	
                a
      Delaware corporation, its

                managing
      member

              


      

    

    


    
      
        
          	 
      	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    

    


    
      
        	 
      	
                EDR
      LAWRENCE LIMITED

              
	 
      	 
      	
                PARTNERSHIP,
      a Delaware limited

              
	 
      	 
      	
                partnership

              


      

    

    


    
      
        	 
      	
                By:

              	
                EDR
      Lawrence, LLC,

              
	 
      	 
      	
                a
      Delaware limited liability company,

                its
      general partner

              


      

    

    


    
      
        	 
      	
                By:

              	
                EDR
      Lawrence, Inc.,

              
	 
      	 
      	
                a
      Delaware corporation, its

                managing
      member

              


      

    

    


    
      
        
          
            	 
      	
                    By:

                  	 
      
	 
      	
                    Name:

                  
	 
      	
                    Title:

                  


          

        

      

    


    
      
         


      

      
        D-3

        
          

        

      

      
         


      

    

    


    
      
        	 
      	
                EDR
      OXFORD, LLC,

              
	 
      	
                a
      Delaware limited liability
company

              


      

    

    


    
      
        	 
      	
                By:

              	
                Education
      Realty Operating

              
	 
      	 
      	
                Partnership,
      LP, a Delaware limited

              
	 
      	 
      	
                partnership,
      its managing member

              


      

    

    


    
      
        	 
      	
                By:

              	
                Education
      Realty OP GP, Inc.,

              
	 
      	 
      	
                a
      Delaware corporation, its

                general
      partner

              


      

    

    


    
      
        
          	 
      	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    

    


    
      
        	 
      	
                EDR
      ATHENS I, LLC, a Delaware

              
	 
      	
                limited
      liability company

              


      

    

    


    
      
        	 
      	
                By:

              	
                Education
      Realty Trust, LLC,

              
	 
      	 
      	
                a
      Delaware limited partnership, its managing
  member

              


      

    

    


    
      
        	 
      	
                By:

              	
                Education
      Realty Operating

              
	 
      	 
      	
                Partnership,
      LP, a Delaware

              
	 
      	 
      	
                limited
      liability company, its

              
	 
      	 
      	
                managing
      member

              


      

    

    


    
      
        	 
      	
                By:

              	
                Education
      Realty OP GP,

              
	 
      	 
      	
                Inc.,
      a Delaware corporation,

              
	 
      	 
      	
                its
      general partner

              


      

    

    


    
      
        
          	 
      	
                  By:

                	 
      
	 
      	
                  Name:

                


        

      

    


    
      
         


      

      
        D-4

        
          

        

      

      
         


      

    

    


    
      
        
          	 
      	
                  Title:

                


        

      

    

    


    
      
        	 
      	
                EDR
      TALLAHASSEE I, LLC, a

              
	 
      	
                Delaware
      limited liability company

              


      

    

    


    
      
        	 
      	
                By:

              	
                Education
      Realty Trust, LLC,

              
	 
      	 
      	
                a
      Delaware limited liability company,

                its
      managing member

              


      

    

    


    
      
        	 
      	
                By:

              	
                Education
      Realty Operating

              
	 
      	 
      	
                Partnership,
      LP, a Delaware

              
	 
      	 
      	
                limited
      partnership,

              
	 
      	 
      	
                its
      managing member

              


      

    

    


    
      
        	 
      	
                By:

              	
                Education
      Realty OP GP, Inc.

              
	 
      	 
      	
                a
      Delaware corporation, its

                general
      partner

              


      

    

    


    
      
        
          	 
      	
                  By:

                	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    


    
      
         


      

      
        D-5

        
          

        

      

      
         


      

    


    CREDIT
AGREEMENT

     

    EXHIBIT
E

    


    [FORM OF] BORROWING
REQUEST/INTEREST ELECTION REQUEST

    


    [Date]

    


    KeyBank,
National Association

    as
Administrative Agent

    225
Franklin Street, 18th floor

    Boston,
Massachusetts 02110

    


    Attn:  Mr.
Christopher Neil

    


    
      	
              Re:

            	
              Education
      Realty Operating Partnership, LP

            


    

    Borrowing
Request

    


    Dear
Ladies and Gentlemen:

    


    This
Borrowing Request is made with reference to that certain Second Amended and
Restated Credit Agreement dated as of ________________, 2009 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among Education Realty Operating Partnership, LP and certain of its Subsidiaries
(collectively, the “Borrower”), the financial institutions party thereto, as
lenders, and KeyBank, National Association, as Administrative
Agent.  All capitalized terms used in this Borrowing Request
(including any attachments hereto) and not otherwise defined in this Borrowing
Request shall have the meanings set forth for such terms in the Credit
Agreement.  All Section references herein shall refer to the Credit
Agreement.  This request is made by Education Realty Operating
Partnership, LP on behalf of the Borrower.

     

    The
Borrower hereby requests [check as applicable] □ a conversion of an existing
Loan as provided below and/or □ an advance under the Credit Agreement, in the
amount of $____________ [minimum of $1,000,000.00 and in multiples of
$100,000.00].

     

    
      
        
          
            
              
                
                  	
                          1.

                        	
                          Aggregate
      Commitment

                        	 	$	__,000,000.00	 
	 
      	 
      	 	 	 	 
	
                          2.

                        	
                          Maximum
      Loan Available Amount

                        	 	$	_____________	 
	 
      	 
      	 	 	 	 
	
                          3.

                        	
                          The
      amount outstanding under the Revolving Loans and Swingline
      Loans

                        	 	$	_____________	 
	 
      	 
      	 	 	 	 
	
                          4.

                        	
                          LC
      Exposure

                        	 	$	_____________	 
	 
      	 
      	 	 	 	 
	
                          5.

                        	
                          Available
      amount (lesser of 1 or 2, minus 3, minus 4)

                        	 	$	_____________	 


                

              

            

          

        

      

    


    
      
         


      

      
        E-1

        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    6.

                  	
                    Less
      amount requested

                  	 	$	(____________	) 
	 
      	 
      	 	 	 	 
	
                    7.

                  	
                    Amount
      remaining to be advanced

                  	 	$	_____________	 
	 
      	 
      	 	 	 	 
	
                    8.

                  	
                    Account
      for funding:

                  	 	 	_____________ 	 


          

        

      

    

    


    The
advance or conversion is to be made as follows:

     

    
      
        
          
            
              
                
                  
                    	
                            A.

                          	
                            ABR
      Borrowing.

                          	 	 	 
	 
      	 
      	 	 	 
	
                             

                          	
                            1.    Amount
      of ABR Borrowing:

                          	 	$	_____________	 
	 
      	 
      	 	 	 	 
	
                             

                          	
                            2.    Date
      of ABR Borrowing

                          	 	 	_____________ 	 
	 
      	 
      	 	 	 	 
	
                            B.

                          	
                            Eurodollar
      Borrowing:

                          	 	 	 	 
	 
      	 
      	 	 	 	 
	
                             

                          	
                            1.    Amount
      of Eurodollar Borrowing:

                          	 	$	_____________	 
	 
      	 
      	 	 	 	 
	
                             

                          	
                            2.    Amount
      of conversion of existing Loan to Eurodollar Borrowing:

                          	 	$	_____________	 
	 
      	 
      	 	 	 	 
	
                             

                          	
                            3.    Number
      of Eurodollar Borrowing(s) now in effect:

                          	 	 	_____________	 
	 
      	
                                  
      [cannot exceed six (6)]

                          	 	 	 	 
	 
      	 
      	 	 	 	 
	
                             

                          	
                            4.     Date
      of Eurodollar Rate Borrowing or conversion:

                          	 	 	_____________	 
	 
      	 
      	 	 	 	 
	
                             

                          	
                            5.    Interest
      Period:

                          	 	 	_____________	 
	 
      	 
      	 	 	 	 
	
                             

                          	
                            6.    Expiration
      date of current Interest Period as to this conversion:

                          	 	 	_____________	 


                  

                

              

            

          

        

      

    

    


    The
Borrower hereby represents and warrants that the amounts set forth above are
true and correct, that the amount above requested has actually been incurred,
that the representations and warranties contained in the Credit Agreement are
true and correct as if made as of this date (except to the extent relating to a
specific date), and that the Borrower has kept, observed,


    
      
         


      

      
        E-2

        
          

        

      

      
         


      

    


    performed
and fulfilled each and every one of its obligations under the Credit Agreement
as of the date hereof [except as follows: _______________]

    


    
      
        	 
      	
                Very
      truly yours,

              
	 
      	 
      
	 
      	
                EDUCATION
      REALTY OPERATING

                PARTNERSHIP,
      LP

              
	 
      	 
      
	 
      	
                By:

              	
                EDUCATION
      REALTY OP GP,

              
	 
      	 
      	
                INC.,
      its General Partner

              


      

    

    


    
      
        
          	 
      	
                  By:

                	 
      


        

      

    

    
      
        
          	 
      	
                  Name:

                	 
      


        

      

    

    
      
        
          	 
      	
                  Title:

                	 
      


        

      

    


    
      
         


      

      
        E-3

        
          

        

      

      
         


      

    

    


    EXHIBIT
F

    


    JOINDER
AGREEMENT

    


    JOINDER
AGREEMENT (the “Agreement”), dated as
of__________, 20__, made by ____________________________ a ____________________
(the “New
Borrower”) in favor of KEYBANK, NATIONAL ASSOCIATION, as administrative
agent for the lenders party to the Credit Agreement referred to below (in such
capacity, together with its successors in such capacity, the “Administrative
Agent”).

     

    WITNESSETH:

     

    WHEREAS,
Education Realty Operating Partnership, LP, a Delaware limited partnership, EDR
Athens I, LLC, a Delaware limited liability company, EDR Tallahassee I, LLC, a
Delaware limited liability company, EDR Oxford, LLC, a Delaware limited
liability company, EDR Tallahassee Limited Partnership, a Delaware limited
partnership and EDR Lawrence Limited Partnership, a Delaware limited partnership
(collectively, the “Borrower”),
certain lenders (the “Lenders”),
and the Administrative Agent are parties to a Second Amended and Restated Credit
Agreement dated as of ___________, 2009 (as amended, modified, restated, or
supplemented and in effect from time to time, the “Credit
Agreement”).

     

    WHEREAS,
the Credit Agreement requires that the owner of any Real Property included in
the Pool must join in and assume all obligations of the “Borrower” under the
Loan Documents, and the New Borrower is the owner of Real Property to be
included in the Pool.

     

    NOW,
THEREFORE, in consideration of the premises and the mutual agreements,
representations and warranties herein set forth and for other good and valuable
consideration, the New Borrower hereby agrees as follows:

     

    1.  The
New Borrower hereby becomes a party to the Loan Documents as a Borrower
thereunder with the same force and effect as if originally named therein as a
Borrower and, without limiting the generality of the foregoing, hereby
irrevocably, absolutely, and unconditionally assumes and agrees to timely and
faithfully pay and perform all of the obligations of the Borrower under the Loan
Documents.

     

    2.  The
New Borrower hereby represents and warrants that each of the representations and
warranties contained in Article III of the Credit Agreement are also made by it
and are true and correct in all material respects on and as the date hereof
(after giving effect to this Agreement) as if made on and as of such
date.

     

    3.  All
capitalized terms not defined herein shall have the meaning ascribed to them in
the Credit Agreement.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New
York.


    
      
         


      

      
        F-1

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the undersigned has caused this Agreement to be duly executed
and delivered as of the date first above written.

     

    
      
        
          	 
      	
                  By:

                	 
      


        

      

    

    
      
        
          	 
      	
                  Name:

                	 
      


        

      

    

    
      
        
          	 
      	
                  Title:

                	 
      


        

      

    


    
      
         


      

      
        F-2