form8k010808ex41.htm


    
      

    


    LOAN
      AGREEMENT

     

    for
      a loan
      in the maximum amount of

     

    $325,000,000

     

    MADE
      BY AND
      BETWEEN

     

    TAMPA
      WESTSHORE ASSOCIATES LIMITED PARTNERSHIP,

     

    as
      Borrower,

     

    EUROHYPO
      AG, NEW YORK BRANCH,

     

    as
      Administrative Agent, Joint Lead Arranger

     

    and
      Joint
      Book Runner,

     

    JPMORGAN
      CHASE BANK, N.A.,

     

    as
      Syndication Agent, Joint Lead Arranger

     

    and
      Joint
      Book Runner,

     

    CALYON
      NEW
      YORK BRANCH,

     

    as
      Documentation Agent, Joint Lead Arranger

     

    and
      Joint
      Book Runner

     

    AND

     

    THE
      LENDING
      INSTITUTIONS NAMED HEREIN

     

    


     

    


     

    Dated
      as
      of  January 8, 2008

     

    


     


    
      
         

      

      
         

        
          

        

      

      
         

                                  

      

    


    TABLE
      OF
      CONTENTS

     

    Page

     

    
      	
               

            	
              ARTICLE
                1
                INCORPORATION OF RECITALS AND
                EXHIBITS1

            


    

     

    
      	
               

            	
              1.1

            	
              Incorporation
                of Recitals. 

            	
               

            


    

    
      	
               

            	
              1.2

            	
              Incorporation
                of Exhibits. 

            	
               

            


    

     

    
      	
               

            	
              ARTICLE
                2
                DEFINITIONS2

            


    

     

    
      	
               

            	
              2.1

            	
              Defined
                Terms. 

            	
               

            


    

    
      	
               

            	
              2.2

            	
              Other
                Definitional Provisions. 

            	
               

            


    

     

    
      	
               

            	
              ARTICLE
                3
                BORROWER’S REPRESENTATIONS AND
                WARRANTIES13

            


    

     

    
      	
               

            	
              3.1

            	
              Organization. 

            	
               

            


    

    
      	
               

            	
              3.2

            	
              Proceedings. 

            	
               

            


    

    
      	
               

            	
              3.3

            	
              No
                Conflicts. 

            	
               

            


    

    
      	
               

            	
              3.4

            	
              Litigation. 

            	
               

            


    

    
      	
               

            	
              3.5

            	
              Agreements. 

            	
               

            


    

    
      	
               

            	
              3.6

            	
              Title. 

            	
               

            


    

    
      	
               

            	
              3.7

            	
              No
                Bankruptcy
                Filing. 

            	
               

            


    

    
      	
               

            	
              3.8

            	
              Full
                and
                Accurate Disclosure. 

            	
               

            


    

    
      	
               

            	
              3.9

            	
              No
                Plan
                Assets. 

            	
               

            


    

    
      	
               

            	
              3.10

            	
              Compliance. 

            	
               

            


    

    
      	
               

            	
              3.11

            	
              Financial
                Information. 

            	
               

            


    

    
      	
               

            	
              3.12

            	
              Condemnation. 

            	
               

            


    

    
      	
               

            	
              3.13

            	
              Federal
                Reserve Regulations. 

            	
               

            


    

    
      	
               

            	
              3.14

            	
              Utilities
                and
                Public Access. 

            	
               

            


    

    
      	
               

            	
              3.15

            	
              Not
                a Foreign
                Person. 

            	
               

            


    

    
      	
               

            	
              3.16

            	
              Separate
                Lots. 

            	
               

            


    

    
      	
               

            	
              3.17

            	
              Assessments. 

            	
               

            


    

    
      	
               

            	
              3.18

            	
              Enforceability. 

            	
               

            


    

    
      	
               

            	
              3.19

            	
              No
                Prior
                Assignment. 

            	
               

            


    

    
      	
               

            	
              3.20

            	
              Insurance. 

            	
               

            


    

    
      	
               

            	
              3.21

            	
              Use
                of
                Project. 

            	
               

            


    

    
      	
               

            	
              3.22

            	
              Certificate
                of Occupancy; Licenses. 

            	
               

            


    

    
      	
               

            	
              3.23

            	
              Flood
                Zone. 

            	
               

            


    

    
      	
               

            	
              3.24

            	
              Physical
                Condition. 

            	
               

            


    

    
      	
               

            	
              3.25

            	
              Boundaries. 

            	
               

            


    

    
      	
               

            	
              3.26

            	
              Leases/License
                Agreement. 

            	
               

            


    

    
      	
               

            	
              3.27

            	
              Hazardous
                Materials. 

            	
               

            


    

    
      	
               

            	
              3.28

            	
              REA. 

            	
               

            


    

    
      	
               

            	
              3.29

            	
              Filing
                and
                Recording Taxes. 

            	
               

            


    

    
      	
               

            	
              3.30

            	
              Special
                Purpose Entity. 

            	
               

            


    

    
      	
               

            	
              3.31

            	
              Management
                Agreement. 

            	
               

            


    

    
      	
               

            	
              3.32

            	
              Illegal
                Activity. 

            	
               

            


    

    
      	
               

            	
              3.33

            	
              No
                Change in
                Facts or Circumstances; Disclosure. 

            	
               

            


    

    
      	
               

            	
              3.34

            	
              Tax
                Filings. 

            	
               

            


    

    
      	
               

            	
              3.35

            	
              Solvency/Fraudulent
                Conveyance. 

            	
               

            


    

    
      	
               

            	
              3.36

            	
              Investment
                Company Act. 

            	
               

            


    

    
      	
               

            	
              3.37

            	
              Lockbox
                Account. 

            	
               

            


    

    
      	
               

            	
              3.38

            	
              Ground
                Lease. 

            	
               

            


    

    
      	
               

            	
              3.39

            	
              Assignment
                of
                Leases. 

            	
               

            


    

    
      	
               

            	
              3.40

            	
              Bank
                Holding
                Company. 

            	
               

            


    

    
      	
               

            	
              3.41

            	
              No
                Other
                Debt. 

            	
               

            


    

    
      	
               

            	
              3.42

            	
              Intentionally
                Omitted. 

            	
               

            


    

    
      	
               

            	
              3.43

            	
              Borrower
                Entity/Separateness. 

            	
               

            


    

    
      	
               

            	
              3.44

            	
              Foreign
                Assets Control Regulations, Etc. 

            	
               

            


    

    
      	
               

            	
              3.45

            	
              Survival
                of
                Representations. 

            	
               

            


    

     

    
      	
               

            	
              ARTICLE
                4
                TERMS OF LOAN AND LOAN DOCUMENTS26

            


    

     

    
      	
               

            	
              4.1

            	
              Agreement
                to
                Borrow and Lend; Lenders’ Obligation to Disburse. 

            	
               

            


    

    
      	
               

            	
              4.2

            	
              Loan
                Documents. 

            	
               

            


    

    
      	
               

            	
              4.3

            	
              Term
                of the
                Loan. 

            	
               

            


    

     

    
      	
               

            	
              ARTICLE
                5
                INTEREST PAYMENTS AND OTHER
                PAYMENTS29

            


    

     

    
      	
               

            	
              5.1

            	
              Interest
                Rate. 

            	
               

            


    

    
      	
               

            	
              5.2

            	
              Monthly
                Principal  Payments. 

            	
               

            


    

    
      	
               

            	
              5.3

            	
              Payment
                on
                Maturity Date. 

            	
               

            


    

    
      	
               

            	
              5.4

            	
              Loan
                Prepayments. 

            	
               

            


    

    
      	
               

            	
              5.5

            	
              Default
                Interest; Late Charges. 

            	
               

            


    

     

    
      	
               

            	
              ARTICLE
                6
                COSTS OF MAINTAINING LOAN33

            


    

     

    
      	
               

            	
              6.1

            	
              Increased
                Costs and Capital Adequacy. 

            	
               

            


    

    
      	
               

            	
              6.2

            	
              Borrower
                Withholding. 

            	
               

            


    

     

    
      	
               

            	
              ARTICLE
                7
                LOAN EXPENSE AND ADVANCES AND SECURITY OF MORTGAGE FOR
                SAME35

            


    

     

    
      	
               

            	
              7.1

            	
              Loan
                and
                Administration Expenses. 

            	
               

            


    

    
      	
               

            	
              7.2

            	
              Lenders’
                Attorneys’ Fees and Disbursements. 

            	
               

            


    

    
      	
               

            	
              7.3

            	
              Time
                of
                Payment of Fees and Expenses. 

            	
               

            


    

    
      	
               

            	
              7.4

            	
              Expenses
                and
                Advances Secured by Loan Documents. 

            	
               

            


    

    
      	
               

            	
              7.5

            	
              Right
                of
                Lenders to Make Advances to Cure Borrower’s
                Defaults. 

            	
               

            


    

     

    
      	
               

            	
              ARTICLE
                8
                REQUIREMENTS PRECEDENT TO THE
                CLOSING37

            


    

     

    
      	
               

            	
              8.1

            	
              Conditions
                Precedent. 

            	
               

            


    

     

    
      	
               

            	
              ARTICLE
                9
                CASH MANAGEMENT AGREEMENT40

            


    

     

    
      	
               

            	
              9.1

            	
              Deposits
                into
                Lockbox Account. 

            	
               

            


    

    
      	
               

            	
              9.2

            	
              Payments
                Received in the Lockbox Account. 

            	
               

            


    

    
      	
               

            	
              9.3

            	
              No
                Deductions, etc. 

            	
               

            


    

     

    
      	
               

            	
              ARTICLE
                10
                RESERVES42

            


    

     

    
      	
               

            	
              10.1

            	
              Intentionally
                Omitted. 

            	
               

            


    

    
      	
               

            	
              10.2

            	
              Tax
                and
                Insurance Escrow Fund. 

            	
               

            


    

    
      	
               

            	
              10.3

            	
              Leasing
                Reserve. 

            	
               

            


    

    
      	
               

            	
              10.4

            	
              Ground
                Rent
                Funds. 

            	
               

            


    

    
      	
               

            	
              10.5

            	
              Pledge
                and
                Security Interest; Additional Provisions. 

            	
               

            


    

     

    
      	
               

            	
              ARTICLE
                11
                INTENTIONALLY OMITTED44

            


    

     

     

    
      	
               

            	
              ARTICLE
                12
                INTENTIONALLY OMITTED44

            


    

     

     

    
      	
               

            	
              ARTICLE
                13
                INTENTIONALLY OMITTED45

            


    

     

     

    
      	
               

            	
              ARTICLE
                14
                AFFIRMATIVE COVENANTS45

            


    

     

    
      	
               

            	
              14.1

            	
              Existence;
                Compliance with Laws; Insurance. 

            	
               

            


    

    
      	
               

            	
              14.2

            	
              Taxes
                and
                Other Charges. 

            	
               

            


    

    
      	
               

            	
              14.3

            	
              Litigation. 

            	
               

            


    

    
      	
               

            	
              14.4

            	
              Access
                to
                Project. 

            	
               

            


    

    
      	
               

            	
              14.5

            	
              Notice
                of
                Default. 

            	
               

            


    

    
      	
               

            	
              14.6

            	
              Cooperate
                in
                Legal Proceedings. 

            	
               

            


    

    
      	
               

            	
              14.7

            	
              Lost
                Notes. 

            	
               

            


    

    
      	
               

            	
              14.8

            	
              Insurance
                Benefits. 

            	
               

            


    

    
      	
               

            	
              14.9

            	
              Further
                Assurances. 

            	
               

            


    

    
      	
               

            	
              14.10

            	
              Mortgage
                Taxes. 

            	
               

            


    

    
      	
               

            	
              14.11

            	
              Financial
                Reporting. 

            	
               

            


    

    
      	
               

            	
              14.12

            	
              Business
                and
                Operations. 

            	
               

            


    

    
      	
               

            	
              14.13

            	
              Title
                to the
                Project. 

            	
               

            


    

    
      	
               

            	
              14.14

            	
              Costs
                of
                Enforcement. 

            	
               

            


    

    
      	
               

            	
              14.15

            	
              Estoppel
                Statement. 

            	
               

            


    

    
      	
               

            	
              14.16

            	
              Loan
                Proceeds. 

            	
               

            


    

    
      	
               

            	
              14.17

            	
              Performance
                by Borrower. 

            	
               

            


    

    
      	
               

            	
              14.18

            	
              Interest
                Rate
                Agreements. 

            	
               

            


    

    
      	
               

            	
              14.19

            	
              No
                Joint
                Assessment. 

            	
               

            


    

    
      	
               

            	
              14.20

            	
              Leasing
                Matters. 

            	
               

            


    

    
      	
               

            	
              14.21

            	
              Alterations. 

            	
               

            


    

    
      	
               

            	
              14.22

            	
              Principal
                Office. 

            	
               

            


    

    
      	
               

            	
              14.23

            	
              Handicapped
                Access. 

            	
               

            


    

    
      	
               

            	
              14.24

            	
              No
                Further
                Encumbrances. 

            	
               

            


    

    
      	
               

            	
              14.25

            	
              Operation
                of
                Project. 

            	
               

            


    

    
      	
               

            	
              14.26

            	
              Licenses. 

            	
               

            


    

    
      	
               

            	
              14.27

            	
              Collateral
                Letters of Credit. 

            	
               

            


    

    
      	
               

            	
              14.28

            	
              Appraisals. 

            	
               

            


    

    
      	
               

            	
              14.29

            	
              Special
                Purpose Entity. 

            	
               

            


    

    
      	
               

            	
              14.30

            	
              Debt
                Service
                Coverage Ratio. 

            	
               

            


    

     

    
      	
               

            	
              ARTICLE
                15
                NEGATIVE COVENANTS56

            


    

     

    
      	
               

            	
              15.1

            	
              Management
                Agreement. 

            	
               

            


    

    
      	
               

            	
              15.2

            	
              Liens. 

            	
               

            


    

    
      	
               

            	
              15.3

            	
              Dissolution. 

            	
               

            


    

    
      	
               

            	
              15.4

            	
              Change
                In
                Business. 

            	
               

            


    

    
      	
               

            	
              15.5

            	
              REA. 

            	
               

            


    

    
      	
               

            	
              15.6

            	
              Affiliate
                Transactions. 

            	
               

            


    

    
      	
               

            	
              15.7

            	
              Zoning. 

            	
               

            


    

    
      	
               

            	
              15.8

            	
              Assets. 

            	
               

            


    

    
      	
               

            	
              15.9

            	
              Debt. 

            	
               

            


    

    
      	
               

            	
              15.10

            	
              Organizational
                Documents. 

            	
               

            


    

    
      	
               

            	
              15.11

            	
              Principal
                Office and Organization. 

            	
               

            


    

    
      	
               

            	
              15.12

            	
              ERISA. 

            	
               

            


    

    
      	
               

            	
              15.13

            	
              Transfers. 

            	
               

            


    

    
      	
               

            	
              15.14

            	
              Project
                Demised Under Ground Lease. 

            	
               

            


    

    
      	
               

            	
              15.15

            	
              Leases. 

            	
               

            


    

     

    
      	
               

            	
              ARTICLE
                16
                INSURANCE; CASUALTY; CONDEMNATION;
                RESTORATION61

            


    

     

    
      	
               

            	
              16.1

            	
              Insurance. 

            	
               

            


    

    
      	
               

            	
              16.2

            	
              Casualty. 

            	
               

            


    

    
      	
               

            	
              16.3

            	
              Condemnation. 

            	
               

            


    

    
      	
               

            	
              16.4

            	
              Restoration. 

            	
               

            


    

     

    
      	
               

            	
              ARTICLE
                17
                ASSIGNMENTS BY LENDERS70

            


    

     

    
      	
               

            	
              17.1

            	
              Assignments
                and Participations. 

            	
               

            


    

     

    
      	
               

            	
              ARTICLE
                18
                CERTAIN TRANSFERS BY BORROWER73

            


    

     

    
      	
               

            	
              18.1

            	
              Prohibition
                of Transfers in Violation of ERISA. 

            	
               

            


    

    
      	
               

            	
              18.2

            	
              Grants
                of
                Easements and Dedications. 

            	
               

            


    

     

    
      	
               

            	
              ARTICLE
                19
                EVENTS OF DEFAULT74

            


    

     

    
      	
               

            	
              19.1

            	
              Events
                of
                Default. 

            	
               

            


    

     

    
      	
               

            	
              ARTICLE
                20
                LENDERS’ REMEDIES IN EVENT OF
                DEFAULT76

            


    

     

    
      	
               

            	
              20.1

            	
              Remedies
                Conferred Upon Lenders. 

            	
               

            


    

    
      	
               

            	
              20.2

            	
              Non-Waiver
                of
                Remedies. 

            	
               

            


    

     

    
      	
               

            	
              ARTICLE
                21
                AGENT77

            


    

     

    
      	
               

            	
              21.1

            	
              Appointment. 

            	
               

            


    

    
      	
               

            	
              21.2

            	
              Reliance
                on
                Agent. 

            	
               

            


    

    
      	
               

            	
              21.3

            	
              Powers. 

            	
               

            


    

    
      	
               

            	
              21.4

            	
              Disbursements. 

            	
               

            


    

    
      	
               

            	
              21.5

            	
              Distribution
                and Apportionment of Payments. 

            	
               

            


    

    
      	
               

            	
              21.6

            	
              Consents
                and
                Approvals. 

            	
               

            


    

    
      	
               

            	
              21.7

            	
              Agency
                Provisions Relating to Collateral. 

            	
               

            


    

    
      	
               

            	
              21.8

            	
              Lender
                Actions Against Borrower or the Collateral. 

            	
               

            


    

    
      	
               

            	
              21.9

            	
              Assignment
                and Participation. 

            	
               

            


    

    
      	
               

            	
              21.10

            	
              Ratable
                Sharing. 

            	
               

            


    

    
      	
               

            	
              21.11

            	
              General
                Immunity. 

            	
               

            


    

    
      	
               

            	
              21.12

            	
              No
                Responsibility for Loan, Recitals, etc. 

            	
               

            


    

    
      	
               

            	
              21.13

            	
              Action
                on
                Instructions of Lenders. 

            	
               

            


    

    
      	
               

            	
              21.14

            	
              Employment
                of
                Agents and Counsel. 

            	
               

            


    

    
      	
               

            	
              21.15

            	
              Reliance
                on
                Documents; Counsel. 

            	
               

            


    

    
      	
               

            	
              21.16

            	
              Agent’s
                Reimbursement and Indemnification. 

            	
               

            


    

    
      	
               

            	
              21.17

            	
              Rights
                as a
                Lender. 

            	
               

            


    

    
      	
               

            	
              21.18

            	
              Lenders’
                Credit Decisions. 

            	
               

            


    

    
      	
               

            	
              21.19

            	
              Notices. 

            	
               

            


    

    
      	
               

            	
              21.20

            	
              Successor
                Agent/Removal of Agent. 

            	
               

            


    

    
      	
               

            	
              21.21

            	
              Modifications
                to Article 21. 

            	
               

            


    

    
      	
               

            	
              21.22

            	
              Titles. 

            	
               

            


    

     

    
      	
               

            	
              ARTICLE
                22
                GENERAL PROVISIONS88

            


    

     

    
      	
               

            	
              22.1

            	
              Captions. 

            	
               

            


    

    
      	
               

            	
              22.2

            	
              Modification;
                Waiver. 

            	
               

            


    

    
      	
               

            	
              22.3

            	
              Governing
                Law. 

            	
               

            


    

    
      	
               

            	
              22.4

            	
              Merger. 

            	
               

            


    

    
      	
               

            	
              22.5

            	
              Acquiescence
                Not to Constitute Waiver of Lenders’ Requirements. 

            	
               

            


    

    
      	
               

            	
              22.6

            	
              Disclaimer
                by
                Lenders. 

            	
               

            


    

    
      	
               

            	
              22.7

            	
              Partial
                Invalidity; Severability. 

            	
               

            


    

    
      	
               

            	
              22.8

            	
              Definitions
                Include Amendments. 

            	
               

            


    

    
      	
               

            	
              22.9

            	
              Execution
                in
                Counterparts. 

            	
               

            


    

    
      	
               

            	
              22.10

            	
              Entire
                Agreement. 

            	
               

            


    

    
      	
               

            	
              22.11

            	
              Best
                Knowledge Standard. 

            	
               

            


    

    
      	
               

            	
              22.12

            	
              Incorporation
                by Reference; Conflict. 

            	
               

            


    

    
      	
               

            	
              22.13

            	
              Waiver
                of
                Damages. 

            	
               

            


    

    
      	
               

            	
              22.14

            	
              Jurisdiction. 

            	
               

            


    

    
      	
               

            	
              22.15

            	
              Set-Offs. 

            	
               

            


    

    
      	
               

            	
              22.16

            	
              Successor
                and
                Assigns. 

            	
               

            


    

     

    
      	
               

            	
              ARTICLE
                23
                NOTICES93

            


    

     

     

    
      	
               

            	
              ARTICLE
                24
                WAIVER OF JURY TRIAL94

            


    

     

     

    
      	
               

            	
              ARTICLE
                25
                EXCULPATION94

            


    

     

    
      	
               

            	
              25.1

            	
              Partner
                Exculpation. 

            	
               

            


    


    Exhibit
      A                      -           Legal
      Description of Land

    Exhibit
      B                      -           Schedule
      of Tenant Defaults

    Exhibit
      C                      -           REA

    Exhibit
      D                      -           Permitted
      Exceptions

    Exhibit
      E                      -           Intentionally
      Deleted

    Exhibit
      F                      -           Special
      Purpose Entity Requirements

    Exhibit
      G                      -           Assignment
      and Assumption

    Exhibit
      H                      -           Borrower’s
      Organizational Chart


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    LOAN
      AGREEMENT

    Project
      Commonly Known as

    “International
      Plaza”

    


    THIS
      LOAN AGREEMENT
      (“Agreement”) is made as of January 8, 2008, by and between TAMPA
      WESTSHORE ASSOCIATES LIMITED PARTNERSHIP (“Borrower”), EUROHYPO AG, NEW
      YORK BRANCH, as administrative agent (in such capacity, “Agent”) and Lead
      Arranger, and each of the undersigned lending institutions, their respective
      successors and assigns (referred to individually as a “Lender” and
      collectively as, “Lenders”).

     

     

    W
      I T N E S S E
      T H:

     

     

    RECITALS

     

     

    A.           Borrower
      holds a leasehold interest in the Land, a portion of which, as of the date
      hereof is vacant and a portion of which is improved with (i) an
      approximately 1.2 million gross leaseable square foot shopping center
      (“Shopping Center”) commonly known as International Plaza and
      (ii) related improvements, including ring road, entrances and parking
      facilities (the foregoing are hereinafter referred to collectively as the
“Improvements”).

     

    B.           Borrower
      has requested and applied to Lenders for a loan in the amount of up to Three
      Hundred Twenty-Five Million Dollars ($325,000,000) (the “Loan”) to
      refinance the Existing Indebtedness encumbering the Project and for other
      general corporate purposes, and Lenders are willing to make the Loan on the
      terms and conditions hereinafter set forth.

     

    NOW,
      THEREFORE, in
      consideration of the mutual covenants and agreements herein contained, the
      parties hereto agree as follows:

     

    ARTICLE
      1

     

    


     

    INCORPORATION
      OF RECITALS AND EXHIBITS

     

    1.1  Incorporation
      of Recitals.

     

    The
      foregoing
      preambles and all other recitals set forth herein are made a part hereof by
      this
      reference.

     

    1.2  Incorporation
      of Exhibits.

     

    Exhibits
      A
      through H, inclusive, attached hereto are incorporated herein and
      expressly made a part hereof by this reference.

     

     

                ARTICLE
      2                                

     

    


     

    DEFINITIONS

     

    2.1  Defined
      Terms.

     

    The
      following terms
      as used herein shall have the following meanings:

     

    Access
      Laws:  As defined in Section 14.23.

     

    Adjusted
      LIBOR
      Rate:  For any LIBOR Rate Interest Period, an interest rate per
      annum equal to the sum of (A) the rate obtained by dividing (x) the LIBOR Rate
      for such LIBOR Rate Interest Period by (y) a percentage equal to one hundred
      percent (100%) minus the Reserve Percentage for such LIBOR Rate Interest Period
      and (B) the LIBOR Rate Added Percentage.

     

    Affiliate:  With
      respect to a specified person or entity, any individual, partnership,
      corporation, limited liability company, trust, unincorporated organization,
      association or other entity which, directly or indirectly, through one or more
      intermediaries, controls or is controlled by or is under common control with
      such person or entity, including, without limitation, any general or limited
      partnership in which such person or entity is a general partner.

     

    Agent:  Eurohypo
      AG, New York Branch, and any successor Agent appointed in accordance with this
      Agreement.

     

    Agreement:  This
      Loan Agreement.

     

    Anchor
      Tenants:  Means collectively, The Neiman Marcus Group, Inc.,
      Nordstrom, Inc. and Higbee Development Co., Inc. (Dillards).

     

    Annual
      Budget:  Means the operating budget for the Project prepared by
      Borrower for the applicable Fiscal Year or other period setting forth, in
      reasonable detail, Borrower’s good faith estimates of the anticipated results of
      the operation of the Project, including revenues from all sources, all operating
      expenses, Management Fees and capital expenditures, as the same may be amended
      from time to time as reasonably determined by Borrower for the proper management
      and operation of the Project.

     

    Anti-Terrorism
      Order:  Means the September 24, 2001 Executive Order Blocking
      Property and Prohibiting Transactions With Persons Who Commit, Threaten to
      Commit, or Support Terrorism.

     

    Applicable
      Rate:  The per annum rate at which the Loan or any portion thereof
      bears interest from time to time pursuant to Section 5.1.

     

    Appraisal:  A
      certified appraisal of the Project performed in accordance with FIRREA by an
      appraisal firm selected and retained by Agent, which firm shall be selected
      by
      Agent in its sole discretion.

     

    Approved
      Fund:  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.

     

    Assignee:  As
      such term is defined in Section 17.1(a).

     

    Assignment
      and
      Assumption:  As such term is defined in Section
      17.1(a).

     

    Assignment
      of
      Leases:  As such term is defined in Section
      4.2(c).

     

    Assumed
      Debt
      Service:  On a per annum basis, the product obtained by
      multiplying the Loan Amount by the higher of (A) seven and one-half percent
      (7.5%) per annum; and (B)(i) if the Interest Rate Protection Product in
      effect as of the last day of the applicable Calculation Period is an interest
      rate cap, the sum of the strike price under such cap plus the LIBOR Rate Added
      Percentage or (ii) if the Interest Rate Protection Product in effect as of
      the last day of the applicable Calculation Period is an interest rate swap,
      the
      swapped rate plus the LIBOR Rate Added Percentage.  (If Borrower
      utilizes a method of interest rate hedging as to which neither clause of
      subparagraph (B) is applicable, Agent shall calculate an interest rate for
      clause (B) which Agent determines in its reasonable discretion is the nearest
      equivalent.)

     

    Bankruptcy
      Code:  Title 11 of the United States Code entitled “Bankruptcy” as
      now or hereafter in effect, or any successor thereto or any other present or
      future bankruptcy or insolvency statute.

     

    Base
      Rate:  As determined by Agent on a daily basis, the higher of (i)
      Agent’s United States stated “prime rate” as announced from time to time by
      Agent, and (ii) the sum of one-half percent (0.5%) per annum plus the overnight
      cost of funds at which federal funds are made available to Agent (such interest
      rate to change automatically effective as of the date of each change in the
      prime rate or overnight cost of federal funds, as the case may
      be).  For purposes of calculating the Base Rate, “prime rate” shall
      not necessarily be equivalent to, or dependent upon, the lowest or best interest
      rate that Agent offers.

     

    Borrower:  As
      such term is defined in the preamble to this Agreement.

     

    Breakage
      Costs:  The costs to each Lender of re-employing funds bearing
      interest at a LIBOR based rate, incurred in connection with (i) any payment
      (whether voluntary or involuntary) of any portion of the Loan bearing interest
      at a LIBOR based rate prior to the expiration of any applicable LIBOR Rate
      Interest Period, (ii) the conversion of a LIBOR based rate to any other
      applicable interest rate on a date other than the last day of the interest
      period for such LIBOR Rate, (iii) the failure of Borrower to draw down, on
      the first day of the applicable LIBOR Rate Interest Period, any amount as to
      which Borrower has exercised a LIBOR Rate Option; or (iv) the early termination
      of any Interest Rate Agreement.

     

    Business
      Day:  (1) A day of the year on which banks are not required or
      authorized to close in New York, New York and (2) whenever such day relates
      to a
      LIBOR Rate Option, a day on which dealings on Dollar deposits are also carried
      out in the London interbank market and banks are open for business in
      London.

     

    Calculation
      Date:  March 31, 2008 and the last day of each calendar
      quarter thereafter.

     

    Calculation
      Period:  The rolling period of twelve (12) calendar months ending
      on each Calculation Date (i.e., the first Calculation Period shall be the twelve
      (12) months ending March 31, 2008, the second Calculation Period shall be
      the twelve (12) months ending June 30, 2008, etc.).

     

    Carveout
      Guarantor:  The Taubman Realty Group Limited Partnership, a
      Delaware limited partnership.

     

    Carveout
      Guaranty:  As such term is defined in Section
      4.2(d).

     

    Cash
      Management
      Agreement:  As such term is defined in
Section 4.2(g).

     

    Change
      in
      Control:  Any Transfer of any direct or indirect ownership
      interest in Borrower and/or its constituent entities which would result in
      any
      one of the following: (x) TRG ceasing to own, directly or indirectly, at
      least a twenty percent (20%) beneficial ownership interest in Borrower,
      (y) TRG (directly or through one or more wholly-owned Affiliates) ceasing
      to have the responsibility, either alone or with another, to make or veto all
      material decisions with respect to the operation, financing and disposition
      of
      the Project or (z) the Project is no longer being managed by
      Manager  (i.e., a Change in Control shall have occurred if any one or
      more of the events in clause (x), (y) or (z) have occurred.)

     

    Closing
      Date:  Shall mean January 8, 2008.

     

    Collateral:  The
      Project, and all other security for the Loan from time to time.

     

    Commitment:  The
      maximum amount each Lender has agreed to lend to Borrower as part of the Loan,
      as set forth below the signature line for each Lender, subject to a subsequent
      Lender being assigned all or a portion of an original Lender’s Commitment
      pursuant to an Assignment and Assumption.

     

    Condemnation
      Proceeds:  As such term is defined in Section
      16.4.

     

    Control:  As
      such term is used with respect to any person or entity, including the
      correlative meanings of the terms “controlled by” and “under common control
      with”, shall mean the possession, directly or indirectly, of the power to direct
      or cause the direction of the management policies of such person or entity,
      whether through the ownership of voting securities, by contract or
      otherwise.

     

    Debt
      Service
      Coverage Ratio:  With respect to each Calculation Period, the
      amount calculated by dividing Net Operating Income for such period by Assumed
      Debt Service for such period.

     

    Debt
      Service
      Coverage Certificate:  As such term is defined in Section
      14.11.

     

    Default
      or
      default:  Any event which, if it were to continue uncured, would,
      with notice or lapse of time or both, constitute an Event of Default
      hereunder.

     

    Default
      Rate:  A rate per annum equal to four percentage points (400 basis
      points) per annum plus the Base Rate.

     

    Depository
      Bank:  As defined in the Cash Management Agreement.

     

    DSCR
      Event:
      Shall mean that the Debt Service Coverage Ratio, for any Calculation Period,
      shall be less than 1.15:1.0.

     

    Environmental
      Report:  As such term is defined in Section
      8.1(f).

     

    ERISA:  The
      Employee Retirement Income Security Act of 1974, as amended, and the regulations
      promulgated thereunder from time to time.

     

    Event
      of
      Default:  As such term is defined in Section
      19.1.

     

    Excluded
      Materials:  As such term is defined in the Indemnity (defined
      below).

     

    Existing
      Documents:  Those loan documents evidencing or securing the
      Existing Indebtedness which are being assigned to Agent simultaneously
      herewith.

     

    Existing
      Indebtedness:  The loan in the original principal amount of One
      Hundred Ninety-Two Million Dollars ($192,000,000) from Existing Lender to
      Borrower.

     

    Existing
      Lender:  LaSalle Bank National Association, as Trustee for Morgan
      Stanley Capital Inc. Commercial Mortgage Pass-Through Certificates,
      Series-XLF.

     

    Fee
      Letter:  As such term is defined in
Section 4.2(f).

     

    Final
      Maturity
      Date:  The fifth anniversary of the date hereof.

     

    FIRREA
      means
      Financial Institution Reform Recovery and Enforcement Act of 1989.

     

    Fiscal
      Year:  Shall mean each twelve (12) month period commencing on
      January 1 and ending on December 31 during each year of the term of the
      Loan.

     

    First
      Extension
      Period:  The period from the day after the Initial Maturity Date
      through and including the Second Maturity Date.

     

    First
      Extension
      Request:  As such term is defined in Section
      4.3(c)(i).

     

    GAAP:  Generally
      accepted accounting principles, consistently applied.

     

    Governmental
      Approvals:  All consents, licenses, permits, authorizations and
      permits required from any Governmental Authority.

     

    Governmental
      Authority:  Any federal, state, county or municipal government, or
      political subdivision thereof, any governmental or quasi-governmental agency,
      authority, board, bureau, commission, department, instrumentality, or public
      body, or any court or administrative tribunal.

     

    Ground
      Lease:  That certain Shopping Center Lease, dated
      September 10, 1998, between Hillsborough County Aviation Authority, as
      lessor (“Lessor”) and Borrower, as lessee, which was recorded on
      September 17, 1998 in Book 9242 at Page 1058 and on March 19, 1999 in
      Book 9535 at Page 1 in Public Records of Hillsborough County, Florida, as
      amended by that certain First Amendment to Shopping Center Lease, dated
      June 1, 2001 between Lessor and Borrower, which was recorded on
      July 25, 2001 in Book 10958 at Page 1851 in the Public Records of
      Hillsborough County, Florida and that certain Lease dated June 14, 2001
      between Lessor, as lessor, and Concorde Companies, as lessee, which was recorded
      on July 16, 2001 in Book 10942 at Page 686 in the Public Records of
      Hillsborough County, Florida, as amended by that certain First Amendment to
      Lease, dated April 5, 2007 between Lessor and Concorde Companies, which was
      recorded on April 20, 2007 in Book 17689 at Page 1891 in the Public Records
      of Hillsborough County, Florida,  as thereafter assigned by Concorde
      Companies to IP Land Associates LLC, a Delaware limited liability company,
      by
      that certain Ground Lease Assignment, dated as of April 20, 2007, the assignment
      was recorded on April 20, 2007 in Book 17689 at Page 1931 in the Public Records
      of Hillsborough County, Florida, the lessee’s interest under which has been
      further assigned to Borrower by that certain Ground Lease Assignment dated
      as of
      January 8, 2008 being recorded on or about the date hereof, individually or
      collectively, as the context shall require.

     

    Ground
      Rent:
      Means any rent, additional rent or other charge payable by the tenant under
      the
      Ground Lease.

     

    Ground
      Rent
      Funds: As such term is defined in Section 10.4.1.

     

    Hazardous
      Material:  Shall have the same meaning as the term Hazardous
      Materials as such term is defined in the Indemnity. Hazardous Material excludes
      Excluded Materials.

     

    Improvements:  As
      such term is defined in Recital A.

     

    Including
      or
      including:  Including but not limited to.

     

    Indebtedness:  Indebtedness
      of a person, at a particular date, means the sum (without duplication) at such
      date of (a) indebtedness or liability of such Person for borrowed money;
      (b) obligations evidenced by bonds, debentures, notes or other similar
      instruments; (c) obligations for the deferred purchase price of property or
      services (including trade obligations) and for equipment or other property
      leased; (d) obligations under letters of credit; (e) obligations under
      acceptance facilities; (f) all guaranties, endorsements (other than for
      collection or deposit in the ordinary course of business) and other contingent
      obligations to purchase, to provide funds for payment, to supply funds, to
      invest in any Person or entity, or otherwise to assure a creditor against loss;
      and (g) obligations secured by any Liens, whether or not the obligations
      have been assumed.

     

    Indemnity:  As
      such term is defined in Section 4.2(e).

     

    Insurance
      Premiums:  As such term is defined in Section
      16.1(b).

     

    Insurance
      Proceeds:  As such term is defined in Section
      16.4.

     

    Initial
      Maturity
      Date:  The third anniversary of the date hereof.

     

    Interest
      Rate
      Agreement:  Any Interest Rate Protection Product entered into by
      Borrower with one or more Lenders and/or Agent (or Affiliate of
      Agent).

     

    Interest
      Rate
      Protection Product:  An interest rate swap, cap or other interest
      rate hedging product.

     

    Internal
      Revenue
      Code:  The Internal Revenue Code of 1986, as amended, and the
      regulations promulgated thereunder from time to time.

     

    Land:  The
      real estate as more specifically described in the Mortgage including all
      easements, appurtenances, water rights, water stock, rights in and to streets,
      roads and highways (whether before or after vacation thereof), hereditaments
      and
      privilege relating, in any manner whatsoever, to the Land.  The Land
      is legally described on Exhibit A.

     

    Laws:  Collectively,
      all federal, state and local laws, statutes, codes, ordinances, orders, rules
      and regulations, including judicial opinions or precedential authority in the
      applicable jurisdiction, including without limitation, Access Laws.

     

    Leases:  The
      collective reference to all leases (excluding the Ground Lease), subleases
      and
      occupancy agreements affecting the Project or any part thereof now existing
      or
      hereafter executed and all amendments, modifications or supplements thereto,
      under which Borrower is the landlord.

     

    Leasing
      Reserve
      Account:  As such term is defined in Section
      10.3.

     

    Leasing
      Reserve
      Fund:  As such term is defined in Section
      10.3.

     

    Lender
      or
      Lenders:  As such term is defined in the preambles to this
      Agreement.

     

    Letter
      of
      Credit:  Any letter of credit issued to satisfy any of Borrower’s
      obligations under this Agreement or otherwise to meet the requirements of any
      provision of this Agreement.

     

    LIBOR
      Rate:  For any LIBOR Rate Interest Period, the average rate as
      shown on Moneyline Telerate (Page 3750) at which deposits in U.S. Dollars
      are offered by first class banks in the London Interbank Market at approximately
      11:00 a.m. (London time) two (2) Business Days prior to the first day of such
      LIBOR Rate Interest Period with a maturity approximately equal to such LIBOR
      Rate Interest Period and in an amount approximately equal to the amount to
      which
      such LIBOR Rate Interest Period relates.  If Moneyline Telerate no
      longer reports such rate or Agent determines in good faith that the rate so
      reported no longer accurately reflects the rate available to Lenders in the
      London Interbank Market, Agent may select a reasonably comparable replacement
      index for determining LIBOR.

     

    LIBOR
      Rate Added
      Percentage:  1.15% (115 basis points) per annum.

     

    LIBOR
      Rate
      Interest Period:  With respect to each amount bearing interest at
      a LIBOR based rate, a period of one, two, three or six months (or if requested
      by Borrower, a different period of time, to the extent deposits with such
      maturities are available to each Lender), commencing on a Business Day, as
      selected by Borrower provided, however, that (i) any LIBOR Rate Interest Period
      which would otherwise end on a day which is not a Business Day shall continue
      to
      and end on the next succeeding Business Day, unless the result would be that
      such LIBOR Rate Interest Period would be extended to the next succeeding
      calendar month, in which case such LIBOR Rate Interest Period shall end on
      the
      next preceding Business Day, (ii) any LIBOR Rate Interest Period which begins
      on
      a day for which there is no numerically corresponding date in the calendar
      month
      in which such LIBOR Rate Interest Period would otherwise end shall instead
      end
      on the last Business Day of such calendar month and (iii) no LIBOR Rate Interest
      Period may be selected which would end after the Maturity Date.

     

    LIBOR
      Rate
      Option:  As such term is defined in Section
      5.1.

     

    License
      Agreement:  Shall mean any license agreement granted by Borrower
      to an operator of a cart, kiosk or similar merchandising facilities located
      in
      the common areas of the Project or to a tenant of in-line space.

     

    Licenses:  Shall
      have the meaning ascribed to such term in Section 3.22
      hereof.

     

    Lien:  Shall
      mean any mortgage, deed of trust, lien, pledge, hypothecation, assignment,
      security interest, or any other encumbrance or charge on the Project, any
      portion thereof or any interest therein, including, without limitation, any
      conditional sale or other title retention agreement, any financing lease having
      substantially the same economic effect as any of the foregoing, the filing
      of
      any financing statement, and mechanic’s, materialmen’s and other similar liens
      and encumbrances.

     

    Loan:  The
      Loan to be made by Lenders to Borrower pursuant to the terms of this Agreement
      and as such term is defined in the Recitals.

     

    Loan
      Amount:  An amount equal to Three Hundred Twenty-Five Million
      Dollars ($325,000,000), less any payments of principal which have been made
      from
      time to time.

     

    Loan
      Documents:  The collective reference to this Agreement, the
      documents and instruments listed in Section 4.2, and all the other
      documents and instruments entered into from time to time, evidencing or securing
      the Loan or any obligation of payment thereof or performance of Borrower’s
      obligations in connection with the transaction contemplated hereunder and any
      Interest Rate Agreement now or hereafter entered into, as each of the same
      may
      be modified from time to time.

     

    Lockbox
      Account:  Shall mean the account to be established with Depository
      Bank for deposit of Rents and other receipts from the Project as provided in
      the
      Cash Management Agreement.

     

    Lockbox
      Event: Shall mean the occurrence of either of the following events: (a) an
      Event of Default or (b) a DSCR Event.

     

    Lockbox
      Termination Event: Shall mean, in the case of a Lockbox Event due to the
      occurrence of (a) an Event of Default, that (i) Borrower has cured such Event
      of
      Default and (ii) no other Event of Default has occurred and is then continuing,
      or (b) a DSCR Event, that the Debt Service Coverage Ratio shall have increased
      to a ratio equal to not less than 1.20:1.0, which ratio shall have been
      sustained for two (2) consecutive Calculation Periods.  (If both an
      Event of Default and a DSCR Event have occurred, then both curative events
      specified above must have occurred.)

     

    Lockout
      Release
      Date: Shall mean the Payment Date that is in August, 2008.

     

    Management
      Agreement:  Shall mean the management agreement, dated as of
      July 9, 2001, pursuant to which Manager is to provide management and other
      services with respect to the Project, as the same may be amended, restated,
      replaced, supplemented or otherwise modified from time to time in accordance
      with the terms hereof or, if the context requires a replacement Management
      Agreement.

     

    Management
      Fee:  Shall mean an amount equal to the management fee payable to
      the Manager pursuant to the terms of the Management Agreement for property
      management services, provided, however such fee shall not exceed five percent
      (5%) of gross revenues.

     

    Manager:  Shall
      mean The Taubman Company, LLC, a Delaware limited liability
      company.

     

    Major
      Lease:
      Shall mean any Leases to the Anchor Tenants and any Lease for space at the
      Project equal to or greater than 25,000 rentable square feet or if multiple
      Leases are executed by a single tenant for space at the Project equal to or
      greater than 25,000 rentable square feet in the aggregate.

     

    Material
      Adverse
      Change or material adverse change:  A change resulting from any
      circumstance or event of whatever nature (including the filing of, or any
      adverse determination or development in, any litigation, arbitration or
      governmental investigation or proceeding) that (a) prevents or materially
      impairs the ability of Agent or any Lender to enforce any material provision
      of
      any Loan Document; (b) materially and adversely affects the value or use of
      the
      Collateral or the business or financial condition of Borrower or any Guarantor;
      or (c) materially impairs the ability of Borrower or any Guarantor to fulfill
      any material obligations under the Loan Documents.

     

    Maturity
      Date:  As such term is defined in Section 4.3, on
      which date all principal, interest and other sums due under the Notes and the
      other Loan Documents, if not sooner paid pursuant to the terms hereof, shall
      be
      due and payable in full.

     

    Monthly
      Ground
      Rent Deposit:  As such term is defined in Section
      10.4.

     

    Monthly
      Leasing
      Deposit:  As such term is defined in Section
      10.3.

     

    Monthly
      Principal Payment:  Shall mean, for each month during the Second
      Extension Period, the principal portion of each level monthly payment of
      principal and interest which would be due on a loan in the Loan Amount (as
      of
      the Second Maturity Date) with an interest rate of seven and one-half percent
      (7.5%) per annum and with a thirty (30) year amortization period.

     

    Mortgage:  As
      such term is defined in Section 4.2(b).

     

    Net
      Operating
      Income:  Means for any period the amount indicated as income
      before interest, depreciation and amortization or its financial equivalent
      on
      the financial statements required to be delivered by Borrower pursuant to
Section 14.11 hereof, excluding Lease cancellation revenue in excess
      of Two Hundred Thousand Dollars ($200,000) per annum and revenue from Leases
      that is included as income as a result of straight-lining revenues but would
      not
      otherwise be included as income under an accrual method of
      accounting.

     

    Note
      or
      Notes:  As such terms are defined in Section
      4.2(a).

     

    OFAC
      List:  The list of specially designated nationals and blocked
      persons subject to financial sanctions that is maintained by the U.S. Treasury
      Department, Office of Foreign Assets Control and accessible through the Internet
      website www.treas.gov/ofac/t11sdn.pdf., or at any replacement website or other
      replacement official publication of such list or such other list that may be
      generated or imposed by laws, rules, regulations or executive orders, including
      Executive Order No. 13224, administered by the Office of Foreign Assets
      Control.

     

    Officer’s
      Certificate:  Means a certificate delivered to Agent executed by a
      duly authorized signatory for Borrower.

     

    Opening
      of the
      Loan or Loan Opening:  The disbursement of Loan
      proceeds.

     

    Other
      Charges:  Means all impositions other than Taxes, and any other
      charges, including, without limitation, vault charges, and license fees for
      the
      use of vaults, chutes and similar areas adjoining the Project, now or hereafter
      levied or assessed or imposed against the Project or any part thereof, other
      than those required to be paid by a Tenant pursuant to its respective
      Lease.

     

    Participant:  As
      such term is defined in Section 17.1(h).

     

    Payment
      Date:  The eighth calendar day of each month.

     

    Percentage:  With
      respect to each Lender, the percentage which its Commitment constitutes of
      the
      Loan Amount.

     

    Permitted
      Exceptions:  Those matters listed on Exhibit D hereto
      to which title to the Project may be subject at the Loan Opening and thereafter
      such other title exceptions or objections, if any, as Agent may approve in
      writing (such approval not to be unreasonably withheld) or as expressly
      permitted hereunder.  Matters which are not listed on
Exhibit D hereto but over which the Title Insurer has agreed to
      insure Lenders pursuant to endorsements to the Title Insurance Policy (which
      endorsements shall be in form and substance satisfactory to Lenders) may also
      be
      deemed Permitted Exceptions if approved in writing by Agent.

     

    Person:  Any
      natural person, corporation, limited liability company, limited partnership,
      general partnership, joint stock company, joint venture, joint tenant or
      tenant-in-common, association, company, trust, bank, trust company, land trust,
      business trust or other entity or organization, whether or not a legal entity,
      and any Governmental Authority.

     

    Physical
      Conditions Report: Shall mean that certain report prepared by IVI Due
      Diligence, dated as of October 11, 2007 and delivered in connection with the
      origination of the Loan  regarding the physical condition of the
      Project, which report shall be in form and substance satisfactory to
      Lenders.

     

    Policy(ies):
      As such term is defined in Section 16.1(b) attached hereto.

     

    Post-Default
      Plan:  As such term is defined in Section
      21.7(d).

     

    Proceeds:
      Insurance Proceeds and Condemnation Proceeds.

     

    Prohibited
      Person:  shall mean any Person:

     

    (a)           listed
      in the Annex to, or otherwise subject to the provisions of, the Executive Order
      No. 13224 on Terrorist Financing, effective September 24, 2001, and
      relating to Blocking Property and Prohibiting Transactions With Persons Who
      Commit, Threaten to Commit, or Support Terrorism (the “Executive
      Order”);

     

    (b)           that
      is owned or controlled by, or acting for or on behalf of, any person or entity
      that is listed in the Annex to, or is otherwise subject to the provisions of,
      the Executive Order;

     

    (c)           with
      whom any Lender is prohibited from dealing or otherwise engaging in any
      transaction by any terrorism or money laundering law, including the Executive
      Order;

     

    (d)           who
      is known to Borrower to commit, threaten or conspire to commit or support
“terrorism”, as defined in the Executive Order;

     

    (e)           that
      is named as a “specially designated national and blocked person” on the most
      current list published by the U.S. Treasury Department Office of Foreign Assets
      Control at its official website, http://www.treas.gov.ofac/t11sdn.pdf or at
      any
      replacement website or other replacement official publication of such
      list;

     

    (f)           who
      is known to Borrower to be an Affiliate of a Person listed above or known by
      Borrower to be engaged in dealings or transactions with any such Person
      described above.

     

    Project:  The
      collective reference to Borrower’s interest in (i) the Land, together with
      all buildings, structures and improvements located or to be located thereon,
      including the Improvements, (ii) all development rights and other rights,
      privileges, easements, hereditaments and appurtenances relating or appertaining
      thereto, and (iii) all personal property, fixtures and equipment owned by
      Borrower.

     

    REA:  Shall
      mean that certain Construction, Operation and Reciprocal Easement Agreement
      more
      specifically described on Exhibit C attached hereto, as the same may
      be amended, restated, supplemented or otherwise modified from time to
      time.

     

    Related
      Entity:  As to any Person, (a) any Affiliate of such Person; (b)
      any other Person into which, or with which, such Person is merged, consolidated
      or reorganized, or which is otherwise a successor to such Person by operation
      of
      law, or which acquires all or substantially all of the assets of such Person;
      (c) any other Person which is a successor to the business operations of such
      Person and engages in substantially the same activities; or (d) any Affiliate
      of
      the Persons described in clauses (b) and (c) of this
      definition.

     

    Rents:  Shall
      mean all rents, rent equivalents, moneys payable as damages or in lieu of rent
      or rent equivalents, royalties (including, without limitation, all oil and
      gas
      or other mineral royalties and bonuses), income, receivables, receipts,
      revenues, deposits (including, without limitation, security, utility and other
      deposits), accounts, cash, issues, profits, charges for services rendered,
      and
      other consideration of whatever form or nature received by or paid to or for
      the
      account of or benefit of Borrower from any and all sources arising from or
      attributable to the Project (including, but not limited to each Lease and
      License Agreement) and proceeds, if any, from business interruption or other
      loss of income insurance.

     

    Replacement
      Indemnities:  Shall mean together, a guaranty in the form of the
      Carveout Guaranty and an environmental indemnity agreement in the form of the
      Indemnity.

     

    Required
      Lenders:  Lenders holding Percentages which aggregate at least
      sixty-six and two thirds percent (66 2/3%).

     

    Reserve
      Funds:  Means, collectively, the Sweep Account, the Tax and
      Insurance Escrow Fund, the Leasing Reserve Fund, the Ground Rent Fund, and
      any
      other escrow funds established by the Loan Documents.

     

    Reserve
      Percentage:  For any LIBOR Rate Interest Period, that percentage
      which is specified three (3) Business Days before the first day of such LIBOR
      Rate Interest Period by the Board of Governors of the Federal Reserve System
      (or
      any successor) or any other governmental or quasi-governmental authority with
      jurisdiction over any Lender for determining the maximum reserve requirement
      (including, but not limited to, any marginal reserve requirement) for each
      Lender with respect to liabilities constituting of or including (among other
      liabilities) Eurocurrency liabilities in an amount equal to that portion of
      the
      Loan affected by such LIBOR Rate Interest Period and with a maturity equal
      to
      such LIBOR Rate Interest Period.

     

    Responsible
      Officer:  Lisa Payne or Steven E. Eder or another financial
      officer of Carveout Guarantor (or The Taubman Company) acceptable to Agent
      in
      its sole discretion.

     

    Roll
      Over
      Date:  With respect to a particular LIBOR Rate Interest Period,
      the last day thereof.

     

    Second
      Extension
      Period:  The period from the day after the Second Maturity Date
      through and including the Final Maturity Date.

     

    Second
      Extension
      Request:  As such term is defined in Section
      4.3(d).

     

    Second
      Maturity
      Date:  The fourth anniversary of the date hereof.

     

    Shopping
      Center:  As such term is defined in Recital A.

     

    SPE
      Entity:
      Means each Person other than Borrower which is required by this Agreement to
      be,
      as long as the Loan is outstanding, a Special Purpose Entity.

     

    Special
      Purpose
      Entity:  Means a corporation, partnership or limited liability
      company which at all times on and after the date hereof satisfies the
      requirements set forth on Exhibit F.

     

    State:  The
      state in which the Project is located.

     

    Sweep
      Account:  As such term is defined in the Cash Management
      Agreement.

     

    Tax
      and
      Insurance Account:  As such term is defined in Section
      10.2.

     

    Tax
      and
      Insurance Escrow Fund: As such term is defined in Section
      10.2.

     

    Taxes:
      Means
      all real estate and personal property taxes, all assessments and impositions,
      all water rates and sewer rents and all general and special taxes of every
      kind
      and nature, now or hereafter levied or assessed or imposed against the Project
      or any part thereof; provided, however, with respect to the amount Borrower
      is
      required to deposit as Taxes in the Tax and Insurance Account pursuant to this
      Agreement and the Cash Management Agreement, Taxes shall not include those
      Taxes
      required to be paid by any Tenant directly to a Governmental Authority pursuant
      to its respective Lease for so long as such Tenant continues to make such
      payments as required by its respective Lease.

     

    Tenant:  The
      tenant under a Lease.

     

    TCI:  Taubman
      Centers, Inc., a general partner of Carveout Guarantor.

     

    Title
      Insurer:  Commonwealth Land Title Insurance Company or such other
      title insurance company licensed in the State of Florida as may be approved
      in
      writing by Agent.

     

    Title
      Insurance
      Policy:  As such term is defined in
Section 8.1(a).

     

    Transfer:  As
      such term is defined in Section 15.13.

     

    TRG:  Is
      an alternate means of referring to Carveout Guarantor.

     

    2.2  Other
      Definitional Provisions.

     

    All
      terms defined
      in this Agreement shall have the same meanings when used in the Notes, Mortgage,
      any other Loan Documents, or any certificate or other document made or delivered
      pursuant hereto.  The words “hereof”, “herein” and “hereunder” and
      words of similar import when used in this Agreement shall refer to this
      Agreement.  All article, section, subsection and exhibit references
      used in this Agreement refer to this Agreement unless otherwise
      specified.

     

    ARTICLE
      3

     

    


     

    BORROWER’S
      REPRESENTATIONS AND WARRANTIES

     

    Borrower
      represents
      and warrants as of the date hereof that:

     

    3.1  Organization.

     

    (a)  Borrower,
      each SPE
      Entity and Carveout Guarantor have been duly organized and each is validly
      existing and in good standing with requisite power and authority to own its
      properties and to transact the businesses in which it is now
      engaged.  Borrower, each SPE Entity and Carveout Guarantor have duly
      qualified to do business and each is in good standing in each jurisdiction
      where
      it is required to be so qualified in connection with its properties, businesses
      and operations.  Borrower possesses all rights, licenses, permits and
      authorizations, governmental or otherwise, necessary to entitle it to own its
      properties and to transact the businesses in which it is now engaged, and the
      sole business of Borrower is the ownership, management and operation of the
      Project.  After giving effect to the transactions occurring
      immediately prior hereto, the organizational structure of Borrower is accurately
      depicted by the schematic diagram attached hereto as
Exhibit H.

     

    (b)  Borrower’s
      exact
      legal name is correctly set forth in the first paragraph of this
      Agreement.  Borrower is a limited partnership.  Borrower is
      organized under the laws of the State of Delaware.  Borrower’s
      principal office, and the place where Borrower keeps any of its books and
      records that are not located at the Project, including recorded data of any
      kind
      or nature, regardless of the medium of recording, including software, writings,
      plans, specifications and schematics, has been for the preceding four (4) months
      (or, if less than four (4) months, the entire period of the existence of
      Borrower) is at c/o The Taubman Company LLC, 200 East Long Lake Road, Suite
      300,
      Bloomfield Hills, Michigan  48304.  Borrower’s
      organizational identification number, if any, assigned by the state of its
      incorporation or organization is 2379533.  Borrower’s federal tax
      identification number is 38-3173536.

     

    3.2  Proceedings.

     

    Borrower
      and
      Carveout Guarantor have taken all necessary action to authorize the execution,
      delivery and performance of this Agreement and the other Loan Documents to
      which
      it is a party.  This Agreement and the other Loan Documents have been
      duly executed and delivered by or on behalf of Borrower and, as applicable,
      by
      Carveout Guarantor and constitute legal, valid and binding obligations of
      Borrower and, as applicable, of Carveout Guarantor, enforceable against Borrower
      and, as applicable, Carveout Guarantor, in accordance with their respective
      terms, subject only to applicable bankruptcy, insolvency and similar laws
      affecting rights of creditors generally, and subject, as to enforceability,
      to
      general principles of equity (regardless of whether enforcement is sought in
      a
      proceeding in equity or at law).

     

    3.3  No
      Conflicts.

     

    The
      execution,
      delivery and performance, on the date hereof, of this Agreement and the other
      Loan Documents by Borrower will not result in a material breach of any of the
      terms or provisions of, or constitute a material default under, or result in
      the
      creation or imposition of any lien, charge or encumbrance (other than pursuant
      to the Loan Documents) upon any of the property or assets of Borrower pursuant
      to the terms of any indenture, mortgage, deed of trust, loan agreement,
      partnership agreement or other agreement or instrument to which Borrower is
      a
      party or by which any of Borrower’s property or assets is subject (unless
      consents from all applicable parties thereto have been obtained), nor will
      such
      action result in any violation of the provisions of any statute or any order,
      rule or regulation of any Governmental Authority having jurisdiction over
      Borrower or any of Borrower’s properties or assets, and any consent, approval,
      authorization, order, registration or qualification of or with any Governmental
      Authority required for the execution, delivery and performance, on the date
      hereof, by Borrower of this Agreement or any other Loan Documents has been
      obtained and is in full force and effect.

     

    3.4  Litigation.

     

    There
      are no
      actions, suits or proceedings at law or in equity by or before any Governmental
      Authority or other agency now pending or, to the best of Borrower’s knowledge,
      threatened against or affecting Borrower, Carveout Guarantor or the Project,
      which actions, suits or proceedings, if determined against Borrower, Carveout
      Guarantor or the Project, are reasonably likely to materially and adversely
      affect the condition (financial or otherwise) or business of Borrower, Carveout
      Guarantor or the condition or operation of the Project.

     

    3.5  Agreements.

     

    Borrower
      is not a
      party to any agreement or instrument or subject to any restriction which is
      reasonably likely to materially and adversely affect Borrower or the Project
      or
      Borrower’s business, properties or assets, operations or condition, financial or
      otherwise.  Borrower is not in default in any material respect in the
      performance, observance or fulfillment of any of the obligations, covenants
      or
      conditions contained in any agreement or instrument to which it is a party
      or by
      which Borrower or the Project is bound.  Borrower has no material
      financial obligation (contingent or otherwise) under any indenture, mortgage,
      deed of trust, loan agreement or other agreement or instrument to which Borrower
      is a party or by which Borrower or the Project is otherwise bound, other than
      (a) obligations incurred in the ordinary course of the operation of the Project
      subject to Section 15.9 hereof and (b) obligations under the Loan
      Documents.

     

    3.6  Title.

     

    Borrower
      has good,
      marketable and insurable title to the Ground Lease and the leasehold estates
      created thereby and good title to the balance of the Project owned by it, free
      and clear of all Liens whatsoever except the Permitted Exceptions, such other
      Liens as are permitted pursuant to the Loan Documents and the Liens created
      by
      the Loan Documents.  The Permitted Exceptions in the aggregate do not
      materially and adversely affect the value, operation or use of the Project
      (as
      currently used) or Borrower’s ability to repay the Loan.  The
      Mortgage, when properly recorded in the appropriate records, together with
      any
      Uniform Commercial Code financing statements required to be filed in connection
      therewith, will create (a) a valid, perfected first mortgage lien on the
      Project, subject only to Permitted Exceptions and the Liens created by the
      Loan
      Documents and (b) perfected security interests in and to, and perfected
      collateral assignments of, all personalty (including the Leases) owned by
      Borrower, all in accordance with the terms thereof, in each case subject only
      to
      any applicable Permitted Exceptions, such other Liens as are permitted pursuant
      to the Loan Documents and the Liens created by the Loan Documents.  To
      Borrower’s actual knowledge, there are no claims for payment for work, labor or
      materials affecting the Project which are or may become a lien prior to, or
      of
      equal priority with, the Liens created by the Loan Documents.

     

    3.7  No
      Bankruptcy
      Filing.

     

    None
      of Borrower,
      Carveout Guarantor, any SPE Entity or Manager is contemplating either the filing
      of a petition by it under any state or federal bankruptcy or insolvency laws
      or
      the liquidation of all or a major portion of such entity’s assets or property,
      and Borrower has no knowledge of any Person contemplating the filing of any
      such
      petition against it or against Carveout Guarantor, any SPE Entity or
      Manager.

     

    3.8  Full
      and
      Accurate Disclosure.

     

    No
      statement of
      fact made by Borrower in this Agreement or in any of the other Loan Documents
      contains any untrue statement of a material fact or omits to state any material
      fact necessary to make statements contained herein or therein not misleading
      in
      any material respect.  There is no material fact presently known to
      Borrower which has not been disclosed to Agent which materially, adversely
      affects the Project or the business, operations or condition (financial or
      otherwise) of Borrower or Carveout Guarantor.

     

    3.9  No
      Plan
      Assets.

     

    (a)  Borrower
      does not
      maintain an “employee benefit plan” as defined by Section 3(3) of ERISA, which
      is subject to Title IV of ERISA; and

     

    (b)  Either:  (i)
      Borrower is not an “employee benefit plan,” as defined in Section 3(3) of ERISA,
      subject to Title I of ERISA, none of the assets of Borrower constitutes or
      will
      constitute “plan assets” of one or more such plans within the meaning of 29
      C.F.R. Section 2510.3-101 and Borrower is not a “governmental plan” within the
      meaning of Section 3(32) of ERISA and transactions by or with Borrower are
      not
      subject to state statutes regulating investment of, and fiduciary obligations
      with respect to, governmental plans similar to the provisions of Section 406
      of
      ERISA or Section 4975 of the Code currently in effect, which prohibit or
      otherwise restrict the transactions contemplated by this Agreement; or (ii)
      to
      the extent Borrower is an “employee benefit plan” as defined by Section 3(3) of
      ERISA, subject to Title I of ERISA, or the assets of Borrower constitute or
      will
      constitute “plan assets” within the meaning of 29 C.F.R. Section 2510.3-101,
      such assets are assets of a pooled separate account within the meaning of
      Prohibited Transaction Exemption (“PTE”) 90-1 and in addition, all
      further requirements of’ PTE 90-1 are met such that none of the transactions
      contemplated by this Agreement would be deemed a non-exempt prohibited
      transaction under Sections 406 and 407(a) of ERISA or Section 4975(c)(1) of
      the
      Code.

     

    3.10  Compliance.

     

    Borrower
      and the
      Project and the use thereof comply in all material respects with all applicable
      Laws, including, without limitation, building and zoning ordinances and
      codes.  To the best of Borrower’s knowledge, Borrower is not in
      default or violation of any order, writ, injunction, decree or demand of any
      Governmental Authority.  To the best of Borrower’s knowledge, there
      has not been committed by Borrower any act or omission affording the federal
      government or any other Governmental Authority the right of forfeiture as
      against the Project or any part thereof, or any monies paid in performance
      of
      Borrower’s obligations under any of the Loan Documents.

     

    3.11  Financial
      Information.

     

    All
      financial
      statements of Borrower, including, without limitation, the statements of cash
      flow and income and operating expense, that have been delivered to Agent by
      Borrower in respect of the Project (i) are true and correct in all material
      respects, (ii) fairly represent the financial condition of the Project as of
      the
      date of such reports, and (iii) to the extent prepared or audited by an
      independent certified public accounting firm, have been prepared in accordance
      with GAAP throughout the periods covered, except as disclosed
      therein.  Borrower does not have any contingent liabilities,
      liabilities for taxes, unusual forward or long-term commitments or unrealized
      or
      anticipated losses from any unfavorable commitments that are known to Borrower
      and likely to have a materially adverse effect on the Project or the operation
      thereof as a retail shopping center, except as referred to or reflected in
      said
      financial statements.  Since the date of such financial statements,
      there has been no materially adverse change in the financial condition,
      operations or business of Borrower from that set forth in said financial
      statements.

     

    3.12  Condemnation.

     

    No
      condemnation
      proceedings have been commenced or, to Borrower’s knowledge, is contemplated
      with respect to all or any portion of the Project or for the relocation of
      roadways providing access to the Project.

     

    3.13  Federal
      Reserve Regulations.

     

    No
      part of the
      proceeds of the Loan will be used by Borrower for the purpose of purchasing
      or
      acquiring any “margin stock” within the meaning of Regulation U of the Board of
      Governors of the Federal Reserve System or for any other purpose which would
      be
      inconsistent with such Regulation U or any other Regulations of such Board
      of
      Governors, or for any purposes prohibited by applicable Laws or by the terms
      and
      conditions of this Agreement or the other Loan Documents.

     

    3.14  Utilities
      and Public Access.

     

    The
      Project has
      rights of access to public ways and is served by water, sewer, sanitary sewer
      and storm drain facilities adequate to service the Project for its intended
      uses.  To Borrower’s knowledge, all utilities necessary to the
      existing use of the Project are located either in the public right-of-way
      abutting the Project (which are connected so as to serve the Project without
      passing over other property) or in recorded easements serving the
      Project.  All roads necessary for the use of the Project for its
      current purposes have been completed and, if necessary, dedicated to public
      use.

     

    3.15  Not
      a
      Foreign Person.

     

    Borrower
      is not a
“foreign person” within the meaning of § 1445(f)(3) of the Code.

     

    3.16  Separate
      Lots.

     

    The
      Project is
      comprised of one (1) or more parcels which constitute a separate tax lot or
      lots
      and does not constitute a portion of any other tax lot not a part of the
      Project.

     

    3.17  Assessments.

     

    To
      the best of
      Borrower’s knowledge, there are no pending or proposed special or other
      assessments for public improvements or otherwise affecting the Project, nor
      are
      there any contemplated improvements to the Project that may result in such
      special or other assessments.

     

    3.18  Enforceability.

     

    The
      Loan Documents
      are not subject to any existing right of rescission, set-off, counterclaim
      or
      defense by Borrower or Carveout Guarantor, including the defense of usury,
      nor
      would the operation of any of the terms of the Loan Documents, or the exercise
      of any right thereunder, render the Loan Documents unenforceable, and Borrower
      and Carveout Guarantor have not asserted any right of rescission, set-off,
      counterclaim or defense with respect thereto.

     

    3.19  No
      Prior
      Assignment.

     

    There
      are no prior
      assignments of the Leases or any portion of the Rents due and payable or to
      become due and payable which are presently outstanding, other than those
      assigned to Agent concurrently herewith.

     

    3.20  Insurance.

     

    Borrower
      has
      obtained and has delivered to Lenders copies of all insurance Policies or
      insurance certificates reflecting the insurance coverages, amounts and other
      requirements set forth in this Agreement.  Borrower has not, and to
      Borrower’s knowledge no Person has, done by act or omission anything which would
      impair the coverage of any such Policy.

     

    3.21  Use
      of
      Project.

     

    The
      Project is used
      exclusively for retail and commercial purposes and other appurtenant and related
      uses.

     

    3.22  Certificate
      of Occupancy; Licenses.

     

    To
      the best of
      Borrower’s knowledge, all certifications, permits, licenses and approvals,
      including without limitation, certificates of completion and occupancy permits
      required of Borrower for the legal use, occupancy and operation of the Project
      as a retail shopping center (collectively, the “Licenses”), have been
      obtained and are in full force and effect (it is hereby understood and agreed
      that Borrower has made no representation or warranty regarding any permits
      required to be obtained by Tenants at the Project for the operation of any
      Tenant’s particular business).  The use being made of the Project is
      in conformity with the certificate of occupancy issued for the
      Project.

     

    3.23  Flood
      Zone.

     

    None
      of the
      Improvements on the Project are located in an area as identified by the Federal
      Emergency Management Agency as an area having special flood
      hazards.

     

    3.24  Physical
      Condition.

     

    To
      Borrower’s
      knowledge and except as expressly disclosed in the Physical Conditions Report,
      the Project, including, without limitation, all buildings, Improvements, parking
      facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC
      systems, fire protection systems, electrical systems, equipment, elevators,
      exterior sidings and doors, landscaping, irrigation systems and all structural
      components, are in good condition, order and repair in all material respects;
      to
      Borrower’s knowledge and except as disclosed in the Physical Conditions Report,
      there exists no structural or other material defects or damages in the Project,
      whether latent or otherwise, and Borrower has not received written notice from
      any insurance company or bonding company of any defects or inadequacies in
      the
      Project, or any part thereof, which would adversely affect the insurability
      of
      the same or cause the imposition of extraordinary premiums or charges thereon
      or
      of any termination or threatened termination of any policy of insurance or
      bond.

     

    3.25  Boundaries.

     

    To
      the best of
      Borrower’s knowledge and in reliance on the Survey, all of the Improvements lie
      wholly within the boundaries of the real property encumbered by the Mortgage,
      no
      improvements on adjoining properties encroach upon the Project, and no easements
      or other encumbrances upon the Project encroach upon any of the Improvements,
      so
      as to affect the value or marketability of the Project except those which are
      insured against by the Title Insurance Policy.

     

    3.26  Leases/License
      Agreement.

     

    The
      Project is not
      subject to any Leases or License Agreements other than the Leases and License
      Agreements described in the certified rent roll delivered in connection with
      the
      origination of the Loan.  Such certified rent roll is true, complete
      and correct in all material respects as of the date set forth
      therein.  Borrower has not (as of the date of such rent roll) granted
      any possessory interest in the Project or right to occupy the same except under
      and pursuant to the provisions of the Leases, the REA or a License
      Agreement.  The current Leases and License Agreements are in full
      force and effect and to Borrower’s knowledge, there are no material defaults
      thereunder by either party (other than as disclosed on the Schedule of Tenant
      Defaults attached as Exhibit B hereto and made a part
      hereof).  No Rent has been paid more than one (1) month in advance of
      its due date, except as disclosed on an estoppel certificate delivered to Agent
      on or before the Closing Date or with respect to the License Agreements are
      disclosed by Borrower in writing to Agent on or before the Closing
      Date.  All security deposits (if any) are being held in accordance
      with any applicable Laws.  There has been no prior sale, transfer or
      assignment, hypothecation or pledge by Borrower of any Lease, License Agreement
      or of the Rents received therein, which will be outstanding following the
      Closing Date.  No Tenant under any Lease or any License Agreement (as
      applicable) has a right or option pursuant to such Lease or such License
      Agreement (as applicable) or otherwise to purchase all or any part of the
      property of which the leased premises are a part.

     

    3.27  Hazardous
      Materials.

     

    To
      the best of
      Borrower’s knowledge, and except as expressly disclosed to Agent in that certain
      Phase I Environmental Site Assessment prepared by IVI Due Diligence, Inc. and
      dated as of October 12, 2007 (including all exhibits and attachments thereto),
      which has been delivered in connection with the origination of the Loan, no
      Hazardous Materials (other than Excluded Materials), have been disposed, stored
      or treated by any Tenant under any Lease on or about the Project of which the
      leased premises are a part nor does Borrower have any knowledge of any Tenant’s
      intention to use its leased premises for any activity which, directly or
      indirectly, involves the use, generation, treatment, storage, disposal or
      transportation of any petroleum product or any toxic or hazardous chemical,
      material, substance or waste, except in either event, in compliance with
      applicable federal, state or local statutes, rules and regulations.

     

    3.28  REA.

     

    The
      REA is in full
      force and effect and neither Borrower nor, to Borrower’s knowledge, any other
      party to the REA, is in default thereunder, and to Borrower’s knowledge, there
      are no conditions which, with the passage of time or the giving of notice,
      or
      both, would constitute a default by Borrower thereunder.  Except as
      set forth on Exhibit C, the REA has not been modified, amended or
      supplemented.

     

    3.29  Filing
      and Recording Taxes.

     

    All
      transfer taxes,
      deed stamps, intangible taxes or other amounts in the nature of transfer taxes
      required to be paid by any Person under applicable Laws currently in effect
      in
      connection with the transfer of the Project to Borrower have been
      paid.  All mortgage, mortgage recording, stamp, intangible or other
      similar tax required to be paid by any Person under applicable Laws currently
      in
      effect in connection with the execution, delivery, recordation, filing,
      registration, perfection or enforcement of any of the Loan Documents, including,
      without limitation, the Mortgage, have been paid, and, under current Laws,
      the
      Mortgage is enforceable in accordance with its terms by Agent (or any subsequent
      holder thereof).

     

    3.30  Special
      Purpose Entity.

     

    Until
      the Loan has
      been paid in full, Borrower hereby represents and warrants that Borrower is
      a
      Special Purpose Entity.

     

    3.31  Management
      Agreement.

     

    The
      Management
      Agreement is in full force and effect and there is no default thereunder by
      any
      party thereto and no event has occurred that, with the passage of tune and/or
      the giving of notice would constitute a default thereunder.

     

    3.32  Illegal
      Activity.

     

    No
      portion of the
      Project has been or will be purchased with proceeds of any illegal
      activity.

     

    3.33  No
      Change in Facts or Circumstances; Disclosure.

     

    All
      financial
      statements and rent rolls submitted by Borrower in connection with the Loan
      are
      accurate and correct in all material respects as of the date
      hereof.  All other written information, reports, certificates and
      other documents submitted by Borrower to Lenders in connection with the Loan
      are, to the best of Borrower’s knowledge, accurate, and correct in all material
      respects as of the date hereof.  Except with respect to such
      representations and warranties contained in this Agreement or in any other
      Loan
      Document which are qualified as being made to the best of Borrower’s knowledge
      or to Borrower’s knowledge, all representations and warranties made by Borrower
      in this Agreement or in any other Loan Document, are accurate and correct in
      all
      material respects.  There has been no material adverse change known to
      Borrower in any condition, fact, circumstance or event that would make any
      such
      information inaccurate or otherwise misleading in any material respect or that
      otherwise materially and adversely affects the Project or the business
      operations or the financial condition of Borrower.  Borrower has
      disclosed to Agent all material facts known to Borrower and has not failed
      to
      disclose any material fact known to Borrower that is likely to cause any
      representation or warranty made herein to be misleading and which would have
      a
      material adverse effect on Borrower or the Project.

     

    3.34  Tax
      Filings.

     

    Borrower
      has filed
      (or has obtained effective extensions for filing) all federal, state and local
      tax returns required to be filed and has paid or made adequate provision for
      the
      payment of all federal, state and local taxes, charges and assessments payable
      by Borrower.

     

    3.35  Solvency/Fraudulent
      Conveyance.

     

    Borrower
      (a) has
      not entered into the transaction contemplated by this Agreement or any Loan
      Document with the actual intent to hinder, delay, or defraud any creditor and
      (b) has received reasonably equivalent value in exchange for its obligations
      under the Loan Documents.  After giving effect to the Loan, the fair
      saleable value of Borrower’s assets exceeds and will, immediately following the
      making of the Loan, exceed Borrower’s total liabilities, including, without
      limitation, subordinated, unliquidated, disputed and contingent
      liabilities.  The fair saleable value of Borrower’s assets is and
      will, immediately following the making of the Loan, be greater than Borrower’s
      probable liabilities, including the maximum amount of its contingent liabilities
      on its debts as such debts become absolute and matured, Borrower’s assets do not
      and, immediately following the making of the Loan will not, constitute
      unreasonably small capital to carry out its business as conducted or as proposed
      to be conducted.  Borrower does not intend to, and does not believe
      that it will, incur Indebtedness and liabilities (including contingent
      liabilities and other commitments) beyond its ability to pay such Indebtedness
      as they mature (taking into account the timing and amounts of cash to be
      received by Borrower and the amounts to be payable on or in respect of
      obligations of Borrower).

     

    3.36  Investment
      Company Act.

     

    Borrower
      is not (a)
      an “investment company” or a company “controlled” by an “investment company,”
within the meaning of the Investment Company Act of 1940, as amended; (b) a
      “holding company” or a “subsidiary company” of a “holding company” or an
“affiliate” of either a “holding company” or a “subsidiary company” within the
      meaning of the Public Utility Holding Company Act of 1935, as amended; or (c)
      subject to any other federal or state law or regulation which purports to
      restrict or regulate its ability to borrow money.

     

    3.37  Lockbox
      Account.

     

    (a)  This
      Agreement,
      together with the other Loan Documents, creates a valid and continuing security
      interest (as defined in the Uniform Commercial Code of the State of New York)
      in
      the Accounts (as defined in the Cash Management Agreement) in favor of Agent
      to
      the extent such Accounts are maintained with Depository Bank, which security
      interest is prior to all other Liens, other than Permitted Exceptions, and
      is
      enforceable as such against creditors of and purchasers from
      Borrower.  Other than in connection with the Loan Documents and except
      for Permitted Exceptions, Borrower has not sold or otherwise conveyed the
      Lockbox Account;

     

    (b)  The
      Accounts (as
      defined in the Cash Management Agreement) constitute “deposit accounts” or
“securities accounts” within the meaning of the Uniform Commercial Code of the
      State of New York;

     

    (c)  Pursuant
      and
      subject to the terms hereof and the Cash Management Agreement, Depository Bank
      has agreed to comply with all instructions originated by Agent, without further
      consent by Borrower, directing disposition of the Lockbox Account and all sums
      at any time held, deposited or invested therein, together with any interest
      or
      other earnings thereon, and all proceeds thereof (including proceeds of sales
      and other dispositions), whether accounts, general intangibles, chattel paper,
      deposit accounts, instruments, documents or securities; and

     

    (d)  The
      Lockbox Account
      is not in the name of any Person other than Borrower, as pledgor, or Agent,
      as
      pledgee.  Borrower has not consented to Depository Bank complying with
      instructions with respect to the Accounts from any Person other than
      Agent.

     

    3.38  Ground
      Lease.

     

    Borrower
      hereby
      represents and warrants to Lenders the following with respect to each Ground
      Lease:

     

    (a)  Recording;
      Modification.  Each Ground Lease has been duly
      recorded.  Each Ground Lease permits the interest of Borrower to be
      encumbered by a mortgage.  There have not been amendments or
      modifications to the terms of either Ground Lease since its respective
      recordation, with the exception of written instruments which have been
      recorded.  Borrower shall not cancel, terminate, surrender or amend
      either Ground Lease without the prior written consent of Agent, provided that
      such consent shall not be unreasonably withheld for any amendment of either
      Ground Lease that, in the opinion of Agent, (i) does not materially increase
      the
      burden of Borrower under such Ground Lease, (ii) does not materially adversely
      affect the collateral for the Loan and (iii) does not adversely affect the
      protections afforded to Agent under the applicable Ground Lease.

     

    (b)  No
      Liens.  Except for the Permitted Exceptions, Borrower’s interest
      in each Ground Lease is not subject to any Liens or encumbrances superior to,
      or
      of equal priority with, the Mortgage other than the ground lessor’s related fee
      interest.

     

    (c)  Ground
      Lease
      Assignable.  Borrower’s interest in each Ground Lease is
      assignable to Agent upon notice to, but without the consent of, the ground
      lessor (or, if any such consent is required, it has been obtained prior to
      the
      Closing Date).  Each Ground Lease is further assignable (in its
      entirety) by Agent upon notice to, but without the consent of, the ground
      lessor.

     

    (d)  Default.  As
      of the date hereof, each Ground Lease is in full force and effect and no default
      has occurred under either Ground Lease and there is no existing condition which,
      but for the passage of time or the giving of notice, could result in a default
      under the terms of either Ground Lease.

     

    (e)  Notice.  Each
      Ground Lease requires, after notice of and a copy of the Mortgage are delivered
      to the ground lessor, the ground lessor to give notice of any default by
      Borrower to Agent.  Each Ground Lease, or estoppel letters received by
      Lenders from the ground lessor, further provides that notice of termination
      given under either Ground Lease is not effective against Lenders unless a copy
      of the notice has been delivered to Agent in the manner described in each Ground
      Lease.

     

    (f)  Cure.  Agent
      is permitted the opportunity (including, in the case of a non-monetary default,
      sufficient time to gain possession of the interest of Borrower under each Ground
      Lease) to cure any default under such Ground Lease, which is curable after
      the
      receipt of notice of any of the default before the ground lessor thereunder
      may
      terminate either Ground Lease.

     

    (g)  Term.  Each
      Ground Lease has a term which extends not less than twenty-five (25) years
      beyond the Maturity Date.

     

    (h)  New
      Lease.  Each Ground Lease requires the ground lessor to enter into
      a new lease with Lenders upon termination of such Ground Lease by reason of
      the
      default by the Tenant thereunder.

     

    (i)  Insurance
      Proceeds.  Under the terms of each Ground Lease and the Mortgage,
      taken together, any related insurance and condemnation proceeds will be applied
      either to the repair or restoration of all or part of the Project, with Agent
      having the right to hold and disburse the proceeds as the repair or restoration
      progresses, or to the payment of the outstanding principal balance of the Loan
      together with any accrued interest thereon.

     

    (j)  Subleasing.  Neither
      Ground Lease imposes any restrictions on subleasing except subleasing the entire
      leased premises.

     

    3.39  Assignment
      of Leases.

     

    The
      Assignment of
      Leases creates a valid assignment of, or a valid security interest in, certain
      rights under the Leases, subject only to a license granted to Borrower to
      exercise certain rights and to perform certain obligations of the lessor under
      the Leases, including the right to operate the Project.  No Person
      other than Agent and Lenders has any interest in or assignment of the Leases
      or
      any portion of the Rents due and payable or to become due and payable
      thereunder.

     

    3.40  Bank
      Holding Company.

     

    Borrower
      is not a
“bank holding company” or a direct or indirect subsidiary of a “bank holding
      company” as defined in the Bank Holding Company Act of 1956, as amended, and
      Regulation Y thereunder of the Board of Governors of the Federal Reserve
      System.

     

    3.41  No
      Other
      Debt.

     

    Borrower
      has not
      borrowed or received debt financing (other than the Loan, the Interest Rate
      Agreement and other than as permitted pursuant to this Agreement) that has
      not
      been heretofore repaid in full.

     

    3.42  Intentionally
      Omitted.

     

    3.43  Borrower
      Entity/Separateness.

     

    Borrower
      hereby
      represents and warrants, with respect to Borrower, from the date of formation
      of
      Borrower on February 18, 1994 to the date of this Agreement as
      follows:

     

    (a)  Borrower’s
      business
      has been limited solely to (i) acquiring, owning, developing, constructing,
      holding, leasing, financing, operating and managing the Project, (ii) entering
      into financings and refinancings of the Project and (iii) transacting any and
      all lawful business that was incident, necessary and appropriate to accomplish
      the foregoing.

     

    (b)  Borrower
      has not
      engaged in any business other than as set forth in (a) above.

     

    (c)  Borrower
      has not
      owned any asset or property other than (i) the Project, and (ii) incidental
      personal property reasonably necessary for and used or to be used in connection
      with the ownership or operation of the Project.

     

    (d)  Borrower
      has not
      entered into any contract or agreement with any Affiliate of Borrower, any
      constituent party of Borrower, any owner of Borrower, any guarantors of the
      obligations of Borrower or any Affiliate of any such constituent party, owner
      or
      guarantor (individually, a “Related Party” and collectively, the
“Related Parties”), except upon terms and conditions that are
      commercially reasonable.

     

    (e)  Borrower
      has not
      made any loans to any Person which remain outstanding and does not own any
      obligations or securities of any Related Party.

     

    (f)  Borrower
      has paid
      its debts and liabilities from its assets as the same have become due whether
      such amounts were obtained by borrowings or were contributed by its
      owners.

     

    (g)  Borrower
      has done
      or caused to be done all things necessary to observe organizational formalities
      and preserve its existence.

     

    (h)  Borrower
      has
      maintained all of its books, records, financial statements and bank accounts
      separate from those of any other Person.  Borrower has filed its own
      tax returns and has not filed a consolidated federal income tax return with
      any
      other Person.  Borrower has maintained its books, records, resolutions
      and agreements as official records.

     

    (i)  Borrower
      has been,
      and at all times has held itself out to the public as, a legal entity separate
      and distinct from any other Person (including any Affiliate or other Related
      Party), has corrected any known misunderstanding regarding its status as a
      separate entity, has conducted its business in its own name, has not identified
      itself or any of its Affiliates as a division or part of the other and has
      maintained and utilized separate stationery, invoices and checks.

     

    (j)  Borrower
      has not
      commingled its assets with those of any other Person and has held all of its
      assets in its own name.

     

    (k)  Borrower
      has not
      guaranteed or become obligated for the debts of any other Person and has not
      held itself out as being responsible for the debts or obligations of any other
      Person.

     

    (l)  Borrower
      has
      allocated fairly and reasonably any overhead expenses that have been shared
      with
      an Affiliate, if any, including paying for office space and services performed
      by any employee of an Affiliate or Related Party.

     

    (m)  Borrower
      has not
      pledged its assets for the benefit of any other Person other than with respect
      to loans secured by the Project and no such pledge remains outstanding except
      in
      connection with the Loan or as otherwise permitted under the Loan
      Documents.

     

    (n)  Borrower
      has
      maintained a sufficient number of employees, if any, in light of its
      contemplated business operations and has paid the salaries of its own employees,
      if any, from its own funds.

     

    (o)  Borrower
      has
      neither made loans to any other person nor bought or held evidence of
      indebtedness issued by any other person or entity.

     

    (p)  Borrower
      has not
      incurred any indebtedness that is still outstanding other than indebtedness
      that
      is permitted under the Loan Documents and the Interest Rate
      Agreement.

     

    3.44  Foreign
      Assets Control Regulations, Etc.

     

    (a)  Neither
      the
      execution and delivery of the Notes and the other Loan Documents by Borrower
      and/or Carveout Guarantor nor the use of the proceeds of the Loan, will violate
      the Trading with the Enemy Act, as amended, or any of the foreign assets control
      regulations of the United States Treasury Department (31 CFR, Subtitle B,
      Chapter V, as amended) or the Anti-Terrorism Order or any enabling legislation
      or executive order in any way relating to any of the same or the subject matter
      thereof, including without limitation, terrorism or money
      laundering. 

     

    (b)  To
      the current,
      actual knowledge of TRG, no partner or member or other direct or indirect
      principal of Borrower is a Prohibited Person (provided that this warranty shall
      not extend to shareholders of TCI).

     

    (c)  As
      of the date
      hereof, no direct partner of Borrower and no Person owning, indirectly, twenty
      percent (20%) or more of Borrower is involved in any material litigation or
      arbitration proceeding in which a Lender is an adverse party; no representation
      or warranty is made, however, with respect to any Person directly or indirectly
      owning an interest in TRG.

     

    3.45  Survival
      of Representations.

     

    Borrower
      agrees
      that all of the representations and warranties of Borrower set forth in this
      Article 3 and elsewhere in this Agreement and in the other Loan Documents shall
      be deemed given and made as of the date of the funding of the Loan and survive
      for so long as any amount remains owing to Lenders under this Agreement or
      any
      of the other Loan Documents by Borrower.  All representations,
      warranties, covenants and agreements made in this Agreement or in the other
      Loan
      Documents by Borrower shall be deemed to have been relied upon by Lenders
      notwithstanding any investigation heretofore or hereafter made by Lenders or
      on
      its behalf.

     

    ARTICLE
      4

     

    


     

    TERMS
      OF
      LOAN AND LOAN DOCUMENTS

     

    4.1  Agreement
      to Borrow and Lend; Lenders’ Obligation to Disburse.

     

    Subject
      to the
      terms, provisions and conditions of this Agreement and the other Loan Documents,
      Borrower agrees to borrow from Lenders and Lenders agree (severally, in
      proportion to their Commitments) to lend to Borrower the Loan Amount, for the
      purpose of refinancing the Existing Indebtedness and general corporate purposes,
      subject to all of the terms, provisions and conditions contained in this
      Agreement.

     

    (a)  Provided
      that
      (i) all conditions precedent set forth in this Agreement shall have been
      satisfied or waived in writing, (ii) no Default or Event of Default exists,
      (iii) the representations and warranties contained in this Agreement and
      the other Loan Documents are true and correct in all material respects and
      (iv) no condemnation, change in Laws concerning the Project or casualty
      shall have occurred which in Agent’s judgment may cause a Material Adverse
      Change to occur with respect to Borrower, TRG or the Project, the Loan shall
      be
      fully disbursed on the Closing Date by each Lender funding its Commitment in
      full.  Borrower is not entitled to any further disbursements of the
      Loan.  Borrower authorizes Lenders to utilize Loan proceeds to
      purchase the Existing Indebtedness and Existing Loan
      Documents.  Borrower agrees that the outstanding amount of the
      Existing Indebtedness is as set forth in the payoff letters dated
      November 15, 2007 from the servicer for Existing
      Lender.  Borrower agrees that it has no defense or offset with respect
      to the Existing Indebtedness and Existing Loan Documents and that the Existing
      Loan Documents (as amended by the parties hereto simultaneously herewith) are
      in
      full force and effect and are enforceable in accordance with their
      terms.  With respect to Agent and Lenders, Borrower waives any claim,
      action, defense or offset in relation to the Existing Indebtedness or Existing
      Loan Documents arising prior to the purchase thereof by Lenders.

     

    (b)  To
      the extent that
      Lenders may have acquiesced in noncompliance with any requirements precedent
      to
      the Opening of the Loan, such acquiescence shall not constitute a waiver by
      Lenders, and Lenders may at any time after such acquiescence require Borrower
      to
      comply with all such requirements as a condition to any further disbursements,
      provided that Lenders shall be bound by any written waiver by Lenders of any
      such condition.

     

    4.2  Loan
      Documents.

     

    Borrower
      agrees
      that it will, on or before the date hereof, execute and deliver or cause to
      be
      executed and delivered to Lenders the following documents in form and
      substance  acceptable to Lenders:

     

    (a)  A
      promissory note
      to each Lender, as the same may be amended, endorsed or replaced from time
      to
      time (referred to individually or collectively, as the context shall infer,
      as
      the “Note” or “Notes”), aggregating the maximum original principal
      amount of the Loan, executed by Borrower evidencing the Loan.

     

    (b)  An
      amended and
      restated mortgage, security agreement and fixture filing, as the same may be
      amended, supplemented, restated or otherwise modified from time to
      time  (the “Mortgage”), executed by Borrower in favor of Agent
      for the benefit of Lenders granting a first priority lien on Borrower’s
      leasehold interests in the Land, the Project and the personalty a part thereof
      and a security interest in all materials and property used by Borrower in the
      operation, leasing, and maintenance of the Project and any appurtenant
      easements, subject only to the Permitted Exceptions, which Mortgage secures
      this
      Agreement, the Notes and all obligations of Borrower in connection with the
      Loan.

     

    (c)  An
      assignment of
      leases and rents, as the same may be amended, supplemented, restated or
      otherwise modified from time to time (the “Assignment of Leases”) made by
      Borrower in favor of Agent for the benefit of Lenders assigning all leases,
      subleases and other agreements relating to the use and occupancy of all or
      any
      portion of the Project, and all present and future leases, rents, issues and
      profits therefrom.

     

    (d)  A
      guaranty of
      non-recourse carveouts, as the same may be amended, supplemented, restated
      or
      otherwise modified from time to time (the “Carveout Guaranty”) made by
      Carveout Guarantor in favor of Agent for the benefit of Lenders.

     

    (e)  An
      environmental
      indemnity, as the same may be amended, supplemented, restated or otherwise
      modified from time to time (the “Indemnity”) from Borrower and Carveout
      Guarantor, indemnifying Lenders with regard to matters related to Hazardous
      Material and other environmental matters, including, without limitation,
      compliance with environmental laws, regulations and ordinances, and claims
      with
      respect to environmental matters.

     

    (f)  A
      fee letter from
      Borrower to Agent (the “Fee Letter”) setting forth such loan and
      administrative fees as Borrower has agreed to pay Agent in connection herewith;
      any fees payable to the other Lenders shall be set forth in a separate writings
      from Agent to such Lenders or in an Assignment and Assumption.

     

    (g)  A
      cash management
      agreement (the “Cash Management Agreement”) executed by and among
      Borrower, Agent, Manager and Comerica Bank, a Michigan banking corporation
      (“Depository Bank”), relating to funds to be deposited to and disbursed
      from the Lockbox Account.

     

    (h)  An
      assignment of
      management agreement, as the same may be amended, supplemented, restated or
      otherwise modified from time to time (the “Assignment of Management
      Agreement”) from Borrower and Manager in favor of Agent.

     

    (i)  Such
      UCC financing
      statements as Lenders’ counsel reasonably determines are advisable or necessary
      to perfect or notify third parties of the security interests intended to be
      created by the Loan Documents.

     

    (j)  Such
      other papers,
      instructions, documents, instruments or certificates as the Title Insurer may
      require for the issuance of the Title Insurance Policy in accordance with the
      requirements of this Agreement.

     

    (k)  Such
      other papers,
      instructions, documents, instruments or certificates as Lenders and its counsel
      may reasonably require to effectuate the terms and conditions of this Agreement
      and the Loan Documents, and to comply with the laws of the State of
      Florida.

     

    4.3  Term
      of
      the Loan.

     

    (a)  The
      term of the
      Loan shall commence on the date hereof and expire on the Maturity
      Date.  All references herein to the “Maturity Date” shall mean
      the Initial Maturity Date, as it may be extended pursuant to subparagraphs
      (c)
      and/or (d) below.

     

    (b)  The
      unpaid
      principal balance, together with any accrued and unpaid interest and all other
      sums then due and payable under the Notes and under the other Loan Documents,
      if
      not sooner payable, whether by reason of acceleration or otherwise, shall be
      paid in full on the Maturity Date.

     

    (c)  The
      Maturity Date
      shall be extended from the Initial Maturity Date to the Second Maturity Date
      if,
      but only if, all of the following conditions (the “First Extension
      Conditions”) shall have been satisfied as of the Initial Maturity Date (or
      the date otherwise stated):

     

    (i)  Borrower
      shall have
      submitted to Agent not more than one hundred twenty (120) days nor less than
      forty-five (45) days prior to the Initial Maturity Date a written election
      to
      extend the Maturity Date (the “First Extension Request”);

     

    (ii)  No
      Default or Event
      of Default shall then exist under the Loan Documents;

     

    (iii)  The
      Interest Rate
      Protection Product shall have been amended and extended (or replaced) pursuant
      to documentation reasonably satisfactory in form and substance to Agent to
      extend its term through the Second Maturity Date;

     

    (iv)  Simultaneous
      with
      the delivery of the First Extension Request, Borrower shall deliver to Agent
      a
      certificate executed by a Responsible Officer on behalf of Borrower certifying
      to Agent and Lenders, without qualification, that all of the representations
      and
      warranties of Borrower as set forth in this Agreement are true and correct
      in
      all material respects as of the date of the First Extension Request and will
      be
      true and correct in all material respects as of the commencement of the first
      extension term;

     

    (v)  The
      Loan Amount on
      the Initial Maturity Date will not exceed sixty percent (60%) of the then
      current “as is” value of the Project as established by Appraisal obtained by
      Agent not more than sixty (60) days prior to the Initial Maturity Date;
      and

     

    (vi)  Prior
      to the
      commencement of the first extension term, but in any event not later than the
      Initial Maturity Date, Borrower shall have paid to the Agent for the
prorata benefit of the Lenders an extension fee in the amount of
      one hundred twenty-five thousandths percent (0.125%) of the Loan Amount as
      of
      the Initial Maturity Date.

     

    (d)  The
      Maturity Date
      shall be extended from the Second Maturity Date to the Final Maturity Date
      if,
      but only if, all of the following conditions (the “Second Extension
      Conditions”) shall have been satisfied as of the Second Maturity Date (or
      the date otherwise stated):

     

    (i)  Borrower
      shall have
      submitted to Agent not more than one hundred twenty (120) days nor less than
      forty-five (45) prior to the Second Maturity Date a written election to extend
      the Maturity Date (the “Second Extension Request”);

     

    (ii)  No
      Default or Event
      of Default shall then exist under the Loan Documents;

     

    (iii)  The
      Interest Rate
      Protection Product shall have been amended and extended (or replaced) pursuant
      to documentation reasonably satisfactory in form and substance to Agent to
      extend its term through the Final Maturity Date;

     

    (iv)  Simultaneous
      with
      the delivery of the Second Extension Request, Borrower shall deliver to Agent
      a
      certificate executed by a Responsible Officer on behalf of Borrower certifying
      to Agent and Lenders, without qualification, that all of the representations
      and
      warranties of Borrower as set forth in this Agreement are true and correct
      in
      all material respects as of the date of the Second Extension Request and will
      be
      true and correct in all material respects as of the commencement of the second
      extension term;

     

    (v)  The
      Loan Amount on
      the Second Maturity Date will not exceed sixty percent (60%) of the then current
      “as is” value of the Project as established by Appraisal obtained by Agent not
      more than sixty (60) days prior to the Second Maturity Date; and

     

    (vi)  Prior
      to the
      commencement of the second extension term, but in any event not later than
      the
      Second Maturity Date, Borrower shall have paid to the Agent for the pro rata
      benefit of the Lenders an extension fee in the amount of one hundred twenty-five
      thousandths percent (0.125%) of the Loan Amount as of the Second Maturity
      Date.

     

    ARTICLE
      5

     

    


     

    INTEREST
      PAYMENTS AND OTHER PAYMENTS

     

    5.1  Interest
      Rate.

     

    (a)  The
      Loan will bear
      interest at the Applicable Rate, unless the Default Rate is
      applicable.  The Base Rate shall be the “Applicable Rate”
except with respect to portions of the Loan as to which a LIBOR Rate
      Option is
      then in effect as to which the Adjusted LIBOR Rate shall be the Applicable
      Rate.  Borrower shall pay interest in arrears on each Payment Date in
      the amount of all interest accrued and unpaid from and including the immediately
      preceding Payment Date to and including the day immediately preceding the
      Payment Date on which such payment is to be made.  All payments
      (whether of principal or of interest) shall be made to Agent not later than
      12:00 noon New York time on the date due, and shall be made in lawful money
      of
      the United States of America by wire transfer in federal or other immediately
      available funds to an account designated by Agent.  All payments
      (whether of principal or of interest) shall be deemed credited to Borrower’s
      account on a Business Day only if received by 12:00 noon New York time on that
      Business Day; otherwise, such payment shall be deemed received on the next
      Business Day.

     

    (b)  Provided
      that no
      Event of Default exists, Borrower shall have the option to elect from time
      to
      time in the manner and subject to the conditions hereinafter set forth to apply,
      as the Applicable Rate for all or any portion of the Loan, an Adjusted LIBOR
      Rate (the “LIBOR Rate Option”).

     

    (c)  The
      only manner in
      which Borrower may exercise the LIBOR Rate Option is by giving Agent irrevocable
      notice (which may be (A) verbal notice provided that Borrower delivers to Agent
      facsimile or electronic confirmation within twenty-four (24) hours or
      (B) electronic mail notice) of such exercise not later than 11:00 a.m.
      New York time on the third Business Day prior to the proposed commencement
      of
      the relevant LIBOR Rate Interest Period (“LIBOR Notice Time”), which
      written notice shall specify:  (i) the portion of the Loan with
      respect to which Borrower is electing the LIBOR Rate Option, (ii) the Business
      Day upon which the applicable LIBOR Rate Interest Period is to commence and
      (iii) the duration of the applicable LIBOR Rate Interest
      Period.  Agent shall confirm the Adjusted LIBOR Rate to Borrower and
      Lenders by facsimile transmission or email by the next Business
      Day.  Notwithstanding the foregoing, so long as no Event of Default
      exists, the Applicable Rate for any portion of the Loan with respect to which
      Borrower has elected the LIBOR Rate Option shall automatically be continued
      at
      the one month Adjusted LIBOR Rate as of the Roll Over Date applicable thereto
      (unless Borrower otherwise notifies Agent in writing by the LIBOR Notice
      Time).  The LIBOR Rate Option may be exercised by Borrower only with
      respect to all or any portion of the Loan in accordance with the requirements
      of
      this Agreement, and then only if such portion of the Loan is equal to or in
      excess of $1,000,000.

     

    (d)  If
      Agent determines
      (which determination shall be conclusive and binding upon Borrower, absent
      manifest error) (i) that Dollar deposits in an amount approximately equal to
      the
      portion of the Loan for which Borrower has exercised the LIBOR Rate Option
      for
      the designated LIBOR Rate Interest Period are not generally available at such
      time in the London interbank market for deposits in Dollars, (ii) that the
      rate
      at which such deposits are being offered will not adequately and fairly reflect
      the cost to Lenders of maintaining a LIBOR Rate on such portion of the Loan
      or
      of funding the same for such LIBOR Rate Interest Period due to circumstances
      affecting the London interbank market generally, (iii) that reasonable means
      do
      not exist for ascertaining a LIBOR Rate, or (iv) that an Adjusted LIBOR Rate
      would be in excess of the maximum interest rate which Borrower may by law pay,
      then, in any such event, Agent shall so notify Borrower and all portions of
      the
      Loan bearing interest at an Adjusted LIBOR Rate that are so affected shall,
      as
      of the date of such notification with respect to an event described in clause
      (ii) or (iv) above, or as of the expiration of the applicable LIBOR
      Rate Interest Period with respect to an event described in clause (i) or
(iii) above, bear interest at the Base Rate until such time as the
      situations described above are no longer in effect or can be avoided by Borrower
      exercising a LIBOR Rate Option for a different LIBOR Rate Interest
      Period.  Once such situation is no longer in effect, Borrower may
      again exercise the LIBOR Rate Option (and Agent shall endeavor to so promptly
      notify Borrower).

     

    (e)  Interest
      on amounts
      bearing interest at an Adjusted LIBOR Rate shall be calculated for the actual
      number of days elapsed on the basis of a 360-day year and from and including
      the
      first date of the applicable LIBOR Rate Interest Period to, but not including,
      the date of repayment.  Interest on all amounts bearing interest at
      the Base Rate (or Default Rate) shall be calculated for the actual number of
      days elapsed on the basis of a 365(6) day year.

     

    (f)  Borrower
      shall pay
      all Breakage Costs incurred from time to time by any Lender upon
      demand.

     

    (g)  If
      the introduction
      of or any change in any Law, regulation or treaty, or in the interpretation
      thereof by any Governmental Authority charged with the administration or
      interpretation thereof, shall make it unlawful for any Lender to maintain the
      Applicable Rate at an Adjusted LIBOR Rate with respect to the Loan or any
      portion thereof, or to fund the Loan or any portion thereof in Dollars in the
      London interbank market, or to give effect to its obligations regarding the
      LIBOR Rate Option as contemplated by the Loan Documents, then (1) Agent shall
      notify Borrower that Lenders are no longer able to maintain the Applicable
      Rate
      at an Adjusted LIBOR Rate, (2) the LIBOR Rate Option shall immediately
      terminate, (3) the Applicable Rate for any portion of the Loan for which the
      Applicable Rate is then an Adjusted LIBOR Rate shall automatically be converted
      to the Base Rate, and (4) Borrower shall pay to each Lender the amount of
      Breakage Costs (if any) incurred in connection with such
      conversion.  Thereafter, Borrower shall not be entitled to exercise
      the LIBOR Rate Option until such time as the situation described in this
subsection (g) is no longer in effect or can be avoided by Borrower
      exercising a LIBOR Rate Option for a different term (in which event Borrower
      shall, subject to the other provisions of this Agreement and the Notes, be
      permitted to exercise a LIBOR Rate Option for such different term).

     

    (h)  At
      no time during
      the term of the Loan shall there be, in the aggregate, more than five (5) LIBOR
      Rate Interest Periods then in effect with regard to LIBOR Rate Options in effect
      under the Notes.

     

    5.2  Monthly
      Principal  Payments.

     

    If
      the Loan is not
      repaid in full prior to the Second Maturity Date, commencing on the first
      Payment Date occurring after the Second Maturity Date and on each Payment Date
      thereafter up to the Final Maturity Date, Borrower shall pay to Agent on behalf
      of the Lenders, in addition to the interest payment required in
Section 5.1 above, a payment of principal in the amount of the
      Monthly Principal Payment.

     

    5.3  Payment
      on Maturity Date.

     

    Borrower
      shall pay
      to Agent on the Maturity Date the outstanding principal balance of the Loan,
      all
      accrued and unpaid interest and all other amounts due hereunder, under the
      Notes, the Mortgage and the other Loan Documents.

     

    5.4  Loan
      Prepayments.

     

    (a)  Voluntary
      Prepayment.  At any time on or after the Lockout Release Date (but
      not prior thereto), Borrower shall have the right to make prepayments of the
      Loan, without penalty or premium, in whole or in part, upon not less than three
      (3) Business Days’ prior written notice to Agent.  Any partial
      prepayment of the Loan may not be in an amount that is less than
      $1,000,000.  No prepayment of all or part of the Loan shall be
      permitted unless same is made together with the payment of all interest accrued
      on such portion of the Loan through the date of prepayment and an amount equal
      to all Breakage Costs and other disbursements incurred by Agent and any Lenders
      as a result of the prepayment. Amounts prepaid by Borrower may not be
      re-borrowed

     

    (b)  Prepayments
      after Event of Default.  If following an Event of Default, Agent
      accelerates the Loan and Borrower thereafter tenders payment of all or any
      part
      of the Loan, or if all or any portion of the Loan is recovered by Agent after
      such Event of Default (a) if for any reason the date of such payment is not
      a
      Payment Date, Borrower shall pay, and such payment shall include, interest
      that
      would have accrued on the Notes and be payable on the next Payment
      Date, (b) such payment shall be deemed a voluntary
      prepayment by Borrower and (c) Borrower shall pay all Breakage
      Costs.  The full amount of any such prepayment shall be applied by
      Agent toward the payment of interest and/or principal of any of the Notes and/or
      any other amounts due under the Loan Documents in such order, priority and
      proportions as Agent determines in its sole discretion (subject to any express
      provisions of the Loan Documents).

     

    5.5  Default
      Interest; Late Charges.

     

    The
      outstanding
      principal balance of the Loan shall bear interest at the Default Rate at any
      time at which an Event of Default exists and after the Maturity Date, or such
      earlier date upon which the Loan becomes due and payable whether by lapse of
      time or by acceleration.  Additionally, Borrower shall upon demand pay
      a late charge in the amount of four percent (4%) of any installment of interest
      and/or principal (other than the entire outstanding principal that is due and
      payable on the Maturity Date or on acceleration) which is not paid within five
      (5) days of the due date of such installment (only one late charge may be
      assessed for each installment of past due interest).  Any late charge
      shall be secured by the Mortgage and the other Loan Documents to the extent
      permitted by applicable Law.

     

    ARTICLE
      6

     

    


     

    COSTS
      OF
      MAINTAINING LOAN

     

    6.1  Increased
      Costs and Capital Adequacy.

     

    (a)  Borrower
      recognizes
      that the cost to each Lender of maintaining the Loan or any portion thereof
      may
      fluctuate and, Borrower agrees to pay each Lender additional amounts to
      compensate such Lender for any increase in their actual costs incurred in
      maintaining the Loan or any portion thereof outstanding or for the reduction
      of
      any amounts received or receivable from Borrower as a result of:

     

    (i)  any
      change after
      the date hereof in any applicable Law, regulation or treaty, (or in the
      interpretation or administration thereof), or by any domestic or foreign court,
      (A) changing the basis of taxation of payments under this Agreement to such
      Lender (other than taxes imposed on all or any portion of the overall net income
      or receipts of such Lender), or (B) imposing, modifying or applying any reserve,
      special deposit or similar requirement against assets of, deposits with or
      for
      the account of, credit extended by, or any other acquisition of funds for loans
      by such Lender (which includes the Loan or any applicable portion thereof),
      or
      (C) imposing on such Lender, or the London interbank market generally, any
      other
      condition affecting the Loan; provided that the result of the foregoing is
      to
      increase the cost to such Lender of maintaining the Loan or any portion thereof
      or to reduce the amount of any sum received or receivable from Borrower by
      such
      Lender under the Loan Documents (whether principal, interest or otherwise);
      or

     

    (ii)  the
      maintenance by
      such Lender of reserves in accordance with reserve requirements promulgated
      by
      the Board of Governors of the Federal Reserve System of the United States with
      respect to “Eurocurrency Liabilities” of a similar term to that of the
      applicable portion of the Loan (without duplication for reserves already
      accounted for in the calculation of a LIBOR Rate pursuant to the terms
      hereof).

     

    (b)  If
      the application
      of any Law, rule, regulation or guideline adopted or arising out of the July,
      1988 (or any subsequent) report of the Basle Committee on Banking Regulations
      and Supervisory Practices entitled “International Convergence of Capital
      Measurement and Capital Standards”, or the adoption after the date hereof of any
      other Law, rule, regulation or guideline regarding capital adequacy, or any
      change after the date hereof in any of the foregoing, or in the interpretation
      or administration thereof by any domestic or foreign Governmental Authority,
      central bank or comparable agency charged with the interpretation or
      administration thereof, or compliance by a Lender or any Affiliate of a Lender,
      with any request or directive regarding capital adequacy (whether or not having
      the force of law) of any such authority, central bank or comparable agency,
      has
      the effect of reducing the rate of return on such Lender’s capital to a level
      below that which such Lender would have achieved but for such application,
      adoption, change or compliance (taking into consideration the policies of such
      Lender with respect to capital adequacy), then, from time to time Borrower
      shall
      pay to such Lender such additional amounts as will compensate such Lender for
      such reduction with respect to any portion of the Loan outstanding; provided,
      however, that to the extent that any such capital adequacy requirement is
      already in effect on the date hereof, or to the extent any such capital adequacy
      requirement has already been specifically promulgated as of the date hereof
      with
      a future scheduled effective date, the parties intend that the interest rate
      payable as set forth herein will compensate such Lender for such requirement
      and
      Borrower shall have no obligation to compensate such Lender for any such already
      existing requirement.

     

    (c)  Any
      amount payable
      by Borrower under subsection (a) or subsection (b) of this
Section 6.1 shall be paid within five (5) days of receipt by Borrower
      of
      a certificate signed by an authorized officer of a Lender setting forth the
      amount due and the basis for the determination of such amount, which statement
      shall be conclusive and binding upon Borrower, absent manifest
      error.  Failure on the part of Agent or any Lender to demand payment
      from Borrower for any such amount attributable to any particular period shall
      not constitute a waiver of a Lender’s right to demand payment of such amount for
      any subsequent or prior period.  Such Lender shall use reasonable
      efforts to deliver to Borrower prompt notice of any event described in
subsection (a) or (b) above, of the amount of the reserve and
      capital adequacy payments resulting therefrom and the reasons therefor and
      of
      the basis of calculation of such amount; provided, however, that
      any failure by a Lender to so notify Borrower shall not affect Borrower’s
      obligation to pay the reserve or capital adequacy payment resulting
      therefrom.

     

    (d)  If
      any Lender (an
“Affected Lender”) makes demand upon Borrower for (or if Borrower is
      otherwise required to pay) additional costs pursuant to this Section 6.1,
      Borrower may, within ninety (90) days of receipt of such demand, give notice
      (a
“Replacement Notice”) to Agent (which will promptly forward a copy of
      such notice to each Lender) of Borrower’s intention (x) to assign in full the
      Affected Lender’s Note and (y) to replace the Affected Lender with another
      financial institution (the “Replacement Lender”) designated in such
      Replacement Notice which agrees to purchase the Affected Lender’s
      Note.

     

    In
      the event
      Borrower opts to give the notice provided for above, and if (i) Agent shall,
      within thirty (30) days of its receipt of the Replacement Notice, notify
      Borrower and each Lender in writing that the Replacement Lender is reasonably
      satisfactory to Agent and (ii) the Affected Lender shall not, prior to the
      end
      of such thirty (30) day period, agree to waive the payment of the additional
      costs in question, then the Affected Lender shall, so long as no Event of
      Default shall exist, assign its Note and all of its rights and obligations
      under
      this Agreement to the Replacement Lender, and the Replacement Lender shall
      assume all of the Affected Lender’s rights and obligations, pursuant to an
      agreement, substantially in the form of an Assignment and Assumption Agreement,
      executed by the Affected Lender and the Replacement Lender.  In
      connection with such assignment and assumption, the Replacement Lender shall
      pay
      to the Affected Lender an amount equal to the outstanding principal amount
      under
      the Affected Lender’s Note plus all interest accrued thereon, plus all other
      amounts, if any (other than the additional costs in question), then due and
      payable to the Affected Lender; provided, however, that prior to
      or simultaneously with any such assignment and assumption, Borrower shall have
      paid to such Affected Lender all amounts properly demanded and unreimbursed
      under this Section 6.1.  Upon the effective date of such
      assignment and assumption, the Affected Lender shall be released from its
      obligations hereunder, and no further consent or action by any party shall
      be
      required.  Upon the consummation of any assignment pursuant to this
      Section, a substitute Note shall be issued to the Replacement Lender by
      Borrower, in exchange for the return of the Affected Lender’s Note.

     

    (e)  Notwithstanding
      anything to the contrary set forth in this Section 6.1, no Lender shall
      be entitled to any compensation pursuant to this Section 6.1 relating to
      any period more than ninety (90) days prior to the date notice thereof is given
      to Borrower by Agent or such Lender.

     

    6.2  Borrower
      Withholding.

     

    If
      by reason of a
      change in any applicable Laws occurring after the date hereof, Borrower is
      required by Law to make any deduction or withholding in respect of any taxes
      (other than taxes imposed on or measured by the net income of any Lender or
      any
      franchise tax imposed on any Lender), duties or other charges from any payment
      due under the Notes, the sum due from Borrower in respect of such payment shall
      be increased to the extent necessary to ensure that, after the making of such
      deduction or withholding, such Lender receives and retains a net sum equal
      to
      the sum which it would have received had no such deduction or withholding been
      required to be made.  If any Lender fails to deliver a Form W-8 BEN or
      Form W-8 ECI as required under Section 21.5(c) hereof and such failure is
      not due to a change in Law, regulation or governmental directive, Lenders and
      Borrower agree that Lenders and each Lender individually shall not be in default
      hereunder or under any of the other Loan Documents and that the sole result
      of
      such failure shall be that the preceding sentence shall not apply to any payment
      hereunder with respect to which Borrower is required by Law to make any
      deduction or withholding in respect of any taxes, duties or charges (i.e.,
      until
      Borrower receives such Form W-8 BEN or Form W-8 ECI,  Borrower shall
      not be required to increase the amount of such payment as provided above in
      order to compensate such Lender or Lenders for such deduction or
      withholding).  Borrower shall not be relieved of its obligation to
      increase the amount of such payment as provided above in order to compensate
      such Lender or Lenders for such deduction or withholding if the failure by
      such
      Lender or Lenders to deliver a Form W-8 BEN or Form W-8 ECI is due to a change
      in Law, regulation or governmental directive.  Borrower shall promptly
      deliver to Agent receipts, certificates or other proof evidencing the amounts
      (if any) paid or payable in respect of any such deduction or
      withholding.

     

    ARTICLE
      7

     

    


     

    LOAN
      EXPENSE AND ADVANCES AND SECURITY

     

    OF
      MORTGAGE
      FOR SAME

     

    7.1  Loan
      and
      Administration Expenses.

     

    Borrower
      unconditionally agrees to pay all expenses of the Loan and any and all other
      fees owing to Agent or Lenders pursuant to the Loan Documents, and also
      including, without limiting the generality of the foregoing, all recording,
      filing and registration fees and charges, mortgage, documentary and intangible
      taxes, all insurance premiums, title insurance premiums and other charges of
      the
      Title Insurer, printing and photocopying expenses, survey fees and charges,
      cost
      of certified copies of instruments, cash deposits required to be made with
      the
      Title Insurer and cost of premiums on surety company bonds including bonds
      required by the Title Insurer in connection with the issuance of title insurance
      commitments, interim title binders and the Title Insurance Policy, or removal
      of
      title exceptions therefrom, charges of the Title Insurer or other escrowee
      for
      administering disbursements, all environmental consultant fees, appraisal fees
      or fees of outside appraisers, insurance consultant’s fees, reasonable travel
      related expenses and all reasonable, out of pocket costs and expenses incurred
      by Agent on behalf of Lenders in connection with the determination of whether
      or
      not Borrower has performed the obligations undertaken by Borrower hereunder
      or
      has satisfied any conditions precedent to the obligations of Lenders hereunder
      and, if any default or Event of Default occurs hereunder or under any of the
      Loan Documents or if the Loan or Notes or any portion thereof is not paid in
      full when and as due, all costs and expenses incurred by Agent (including,
      without limitation, court costs and reasonable counsel’s fees and disbursements)
      incurred in attempting to enforce payment of the Loan or in attempting to
      enforce payment under the Carveout Guaranty or the Indemnity Agreement and
      all
      costs and expenses of Agent incurred (including court costs and reasonable
      counsel’s fees and disbursements) in attempting to realize, while an Event of
      Default exists, on any security or incurred in connection with the sale or
      disposition (or preparation for sale or disposition) of any security for the
      Loan.  Borrower agrees to pay all brokerage, finder or similar fees or
      commissions payable in connection with the transactions contemplated hereby
      and
      shall indemnify and hold Agent and Lenders harmless against all claims,
      liabilities, costs and expenses (including attorneys’ fees and expenses) arising
      in relation to any claim by broker, finder or similar person alleging to have
      dealt with Borrower in connection with this transaction.  All of the
      foregoing expenses, charges, costs and fees shall be the Borrower’s obligation
      regardless of whether the Loan is disbursed in whole or in part unless such
      failure to disburse is due to Lenders’ wrongful failure to disburse
      hereunder.

     

    7.2  Lenders’
      Attorneys’ Fees and Disbursements.

     

    Borrower
      agrees to
      pay Agent’s reasonable attorneys’ fees and disbursements incurred in connection
      with this Loan, including (i) the preparation and attendance upon execution
      of this Agreement, and the other Loan Documents, any amendments or waivers
      and
      the preparation of the closing binders, (ii) syndication of the Loan, (iii)
      the
      disbursement and administration of the Loan and (iv) the enforcement of the
      terms of this Agreement and the other Loan Documents.

     

    7.3  Time
      of
      Payment of Fees and Expenses.

     

    Borrower
      shall pay
      all of the foregoing expenses and fees on or before the Closing
      Date.  Such payment of expenses and fees includes Agent’s attorney’s
      fees and expenses.    

     

    7.4  Expenses
      and Advances Secured by Loan Documents.

     

    Any
      and all
      advances or payments made by Lenders or Agent hereunder from time to time,
      and
      any amounts expended by Lenders pursuant to Section 20.1(a), together
      with the fees and disbursements of Agent’s consultants and attorneys, and all
      other Loan expenses or fees, shall, as and when advanced or incurred, be and
      become secured by the Mortgage to the same extent and effect as if the terms
      and
      provisions of this Agreement were set forth therein, constitute additional
      indebtedness evidenced by the Notes and secured by the Mortgage and the other
      Loan Documents, whether or not the aggregate of all indebtedness shall
      thereafter exceed the face amount of the Notes.

     

    7.5  Right
      of
      Lenders to Make Advances to Cure Borrower’s Defaults.

     

    In
      the event that
      Borrower fails to perform any of Borrower’s covenants, agreements or obligations
      contained in this Agreement or any of the other Loan Documents (after the
      expiration of applicable cure periods, except in the event of an emergency
      or
      other exigent circumstances), Agent or Lenders may (but shall not be required
      to) perform any of such covenants, agreements and obligations, and any amounts
      expended by Agent or Lenders in so doing and any amounts expended by Lenders
      pursuant to Section 20.1(a) shall constitute obligatory advances
      hereunder and additional indebtedness evidenced by the Notes and secured by
      the
      Mortgage and the other Loan Documents.

     

    ARTICLE
      8

     

    


     

    REQUIREMENTS
      PRECEDENT

     

    TO
      THE
      CLOSING 

     

    8.1  Conditions
      Precedent.

     

    Borrower
      agrees to
      perform and satisfy all of the following conditions precedent on or before
      the
      Closing Date and agrees disbursement of the Loan is conditioned upon Borrower’s
      timely performance and satisfaction of all such conditions precedent, each
      in
      form and substance satisfactory to Lenders in their reasonable
      discretion:

     

    (a)  Borrower
      shall have
      furnished to Agent an ALTA 1970 Loan Title Insurance Policy (or the equivalent)
      with an insured amount equal to the Loan Amount, issued by the Title Insurer,
      insuring the lien of the Mortgage as a valid first lien upon Borrower’s interest
      in the Project and all appurtenant easements, insuring all utility, access,
      support and other easements necessary for the operation of the Project, and
      subject to no exceptions other than the Permitted Exceptions  (the
“Title Insurance Policy”).  The Title Insurance Policy shall be
      with customary form of reinsurance agreements and direct access agreements
      reasonably satisfactory to Agent with title insurance companies reasonably
      satisfactory to Agent.  The share of liability assumed by each title
      company shall be reasonably satisfactory to Agent.  The Title
      Insurance Policy when issued will specifically insure Agent, to the extent
      available in the State where the Land is located, that the surveys described
      in
subsection (b) below are accurate and accurately depict the same real
      estate as is covered by the Title Insurance Policy; and such Title Insurance
      Policy shall contain (x) an ALTA Form 9 Endorsement, and
      (y) such other endorsements as Agent may require (if
      available at reasonable cost), including endorsements with respect to creditors’
rights, contiguity, access, encroachments, lack of reversionary interests,
      compliance with subdivision control ordinances and subordinate matters and
      other
      special endorsements and affirmative coverages as Agent may reasonably
      require;

     

    (b)  Borrower
      shall have
      furnished an “as built” ALTA plat of survey of the Project prepared and
      certified by a surveyor licensed in the State in which the Land is located
      and
      otherwise satisfactory to Agent showing, through the use of course bearings
      and
      distances, (i) all foundations of the Improvements, (ii) the dimensions and
      locations of all easements and roads or rights of way and setback lines, if
      any,
      affecting the Project, and that the same are unobstructed; (iii) the
      dimensions and boundaries of the Improvements, if any; (iv) that all
      Improvements are within the lot lines and in compliance with any restrictions
      of
      record or ordinances relating to the location thereof; (v) the dimensions
      of all buildings and improvements, if any, and distance of such buildings and
      improvements from the lot lines; (vi) no encroachments by any improvements
      located on adjoining property; (vii) shall include a statement indicating
      whether or not the Project is located within a flood plain or flood hazard
      area;
      (viii) the location of adjoining streets and utilities and the distance and
      name of the nearest intersecting streets; (ix) the dimensions and locations
      of all parking areas, if any; and (x) such additional information which may
      be required by Lenders.  Said survey shall be dated no earlier than
      ninety (90) days prior to the Closing Date, shall be made (and certified to
      have
      been made) in compliance with the “Minimum Standard Detail Requirements for
      ALTA/ACSM Land Title Surveys” jointly established and adopted in 2005 by the
      American Land Title Association and the American Congress on Surveying and
      Mapping, meets the accuracy requirements for a Class “A” Survey as defined
      therein and includes items numbered 1, 2, 3, 6, 7(a), 7(b)(1), 8, 9, 10, 11(a),
      14 and 15 and, to the extent necessary to determine compliance with applicable
      zoning requirements, items 7(b) and 7(c) inclusive, as set forth in Table A
      thereof, except as otherwise approved by Agent and shall bear a proper
      certificate by the surveyor in favor of Agent and the Title Insurer, shall
      include the legal description of the Land and shall otherwise be subject to
      Agent’s approval;

     

    (c)  Borrower
      shall have
      furnished to Agent not less than ten (10) days prior to the Closing Date
      policies or binders evidencing that insurance coverages are in effect with
      respect to the Project and Borrower, in accordance with the insurance
      requirements set forth in Article 16, for which the premiums have
      been paid with endorsements satisfactory to Agent;

     

    (d)  Borrower
      shall have
      furnished evidence that no litigation or proceedings shall be pending or
      threatened which are likely to affect the validity or priority of the lien
      of
      the Mortgage or which are likely to materially affect Borrower’s ability to
      perform its obligations under this Agreement or any other Loan Document,
      Borrower’s agreements with contractors and Borrower’s obligations under the
      Leases, including any proceedings pending or threatened against Borrower, which
      are not covered by insurance;

     

    (e)  Borrower
      shall have
      furnished to Lenders a zoning report evidencing compliance by the Project with
      applicable zoning laws.

     

    (f)  An
      environmental
      survey (satisfactory to Lenders in their discretion) (“Environmental
      Report”) prepared at Borrower’s expense which is addressed to, or is
      accompanied by, a reliance letter in favor of Lenders.  The
      environmental survey shall, at a minimum, (a) disclose any existing or potential
      Hazardous Material contamination, and physical conditions that may result in
      such contamination, at the Project, (b) include the results of all sampling
      or
      monitoring to confirm the extent of existing or potential Hazardous Material
      contamination at the Project, including the results of leak detection tests
      for
      each underground storage tank located at the Project, if any, (c) describe
      response actions appropriate to remedy any existing or potential Hazardous
      Material contamination, and report the estimated cost of any such appropriate
      response, (d) confirm that any prior removal of Hazardous Material from the
      Project was completed in accordance with applicable Laws, and (e) confirm
      whether or not the Land is located in a wetlands district.  All costs
      and charges by Lenders’ environmental consultant will be borne by
      Borrower;

     

    (g)  Borrower
      shall have
      furnished to Agent opinion(s) from counsel for Borrower and Carveout Guarantor
      covering the matters specified by Agent;

     

    (h)  Lenders
      shall have
      received and approved a Physical Conditions Report for the Project;

     

    (i)  Lenders
      shall have
      received and approved a certified Appraisal of the Project from a national
      appraisal firm approved and retained by Agent, which Appraisal is otherwise
      satisfactory to Lenders;

     

    (j)  Borrower
      shall have
      furnished to Agent current searches of all Uniform Commercial Code financing
      statements filed with (i) the records of Hillsborough County, Florida with
      respect to Borrower and (ii) the Secretary of State in the jurisdiction in
      which
      Borrower is organized demonstrating the absence of security interests in the
      Collateral (other than as contemplated by the Loan Documents);

     

    (k)  Borrower
      shall have
      furnished to Lenders current financial statements of Borrower and Carveout
      Guarantor and such other persons or entities connected with the Loan (for whom
      financial statements are available to Borrower) as Agent on behalf of Lenders
      may reasonably request, including an opening balance sheet;

     

    (l)  Borrower
      shall have
      furnished to Agent legible copies (to the extent obtainable) of all title
      exception documents cited in the Title Insurance Policy and all easements,
      reciprocal easement agreements, operating agreements, declarations and other
      recorded legal documents affecting the Project or the use thereof;

     

    (m)  Borrower
      shall have
      delivered to Agent Borrower’s standard forms of leases for the Project, executed
      copies of all Leases, License Agreements, leasing agreements and the Management
      Agreement entered into by Borrower in connection with the operation of the
      Project;

     

    (n)  Borrower
      shall have
      furnished to Agent evidence that the Shopping Center is not located in an area
      designated by the Secretary of Housing and Urban Development as a special flood
      hazard area, or flood hazard insurance acceptable to Agent in its sole
      discretion;

     

    (o)  Borrower
      shall have
      furnished to Agent proof reasonably satisfactory to Agent of authority,
      formation, organization and good standing in the State of its incorporation
      or
      formation and, if applicable, qualification as a foreign entity in good standing
      in the state of its incorporation or formation, of all corporate, partnership
      and limited liability company entities (including Borrower and Carveout
      Guarantor) executing any Loan Documents, whether in their own name or on behalf
      of another entity.  Such proof shall consist of current and certified
      copies of certificates of incorporation and by-laws, applicable resolutions
      and
      incumbency certificates of any corporate partner, good standing certificates
      for
      each partnership, corporation or limited liability company from the state of
      incorporation or organization and each other state in which such partnership,
      corporation or limited liability company is legally qualified to do business
      in
      order to discharge its obligations under the Loan Documents, copies of receipts
      for filing of certificates of incorporation with the Secretary of State of
      each
      corporation’s state of incorporation, and current and certified copies of the
      certificates of limited partnership and partnership agreements of each
      partnership, and current and certified copies of the articles of organization
      and organization agreements of each limited liability company, together with
      proof satisfactory to Agent of the requisite filing thereof with government
      authorities and the obtaining of any necessary shareholder, partner or member
      consents.  Borrower shall also provide certified copies of appropriate
      resolutions of the boards of directors of any such corporations, and appropriate
      resolutions of the partners of any such partnership, certified in each instance
      by the managing general partner, and appropriate resolutions of the members
      of
      any such limited liability company, certified in each instance by the manager
      or
      other appropriate member, in form and content satisfactory to Agent, authorizing
      execution, delivery and performance of the Loan Documents, and such other
      documentation as Agent may reasonably require to evidence the authority of
      the
      persons executing the Loan Documents;

     

    (p)  Borrower
      shall have
      furnished to Agent an organizational chart showing the structure and beneficial
      ownership of Borrower;

     

    (q)  Borrower
      shall
      deliver estoppel letters from (i) Tenants occupying not less than fifty percent
      (50%) of the in-line rentable space at the Project, (ii) all Tenants under
      Major
      Leases and (iii) all counterparties under the REA, which estoppel letters shall
      each be in form and substance satisfactory to Agent;

     

    (r)  Borrower
      shall use
      commercially reasonable efforts to deliver to Agent non-disturbance and
      attornment agreements from each Anchor Tenant, all of which shall be in form
      and
      substance acceptable to Agent;

     

    (s)  Borrower
      shall
      deliver to Agent Ground Lease estoppels from Lessor, which Ground Lease
      estoppels shall be in form and substance acceptable to Agent;

     

    (t)  Borrower
      shall have
      furnished to Agent the Interest Rate Agreement initially in effect in accordance
      with the requirements set forth in Section 14.18 below;

     

    (u)  Borrower
      shall have
      paid to Agent any and all fees and expenses required to be paid by Borrower
      at
      such time; and

     

    (v)  Borrower
      shall have
      furnished to Agent such other materials, documents or papers regarding the
      Project, Borrower, or Carveout Guarantor as Agent shall reasonably
      request.

     

    ARTICLE
      9

     

    


     

    CASH
      MANAGEMENT AGREEMENT

     

    9.1  Deposits
      into Lockbox Account.

     

    (a)  Borrower
      shall
      establish and maintain a Lockbox Account pursuant to the Cash Management
      Agreement.  Borrower hereby grants to Agent on behalf of itself and
      Lenders a first priority security interest in the Lockbox Account and all
      deposits at any time contained therein and the proceeds thereof and will take
      all actions necessary to maintain in favor of Agent a perfected first priority
      security interest in the Lockbox Account, including, without limitation,
      executing and filing UCC-1 Financing Statements and continuations
      thereof.  All costs and expenses for establishing and maintaining the
      Lockbox Account shall be paid by Borrower.  Borrower will not in any
      way alter or modify the Cash Management Agreement without Agent’s consent and
      will notify Agent of the Lockbox Account number.

     

    (b)  Borrower
      shall, or
      shall cause Manager to, deliver written instructions to all Tenants under Leases
      (excluding licensees under License Agreements) to deliver all Rents payable
      thereunder directly to the Lockbox Account to the extent such Tenants are not
      as
      of the date hereof so instructed.  Except as otherwise provided in the
      Cash Management Agreement, in the event that either Borrower or Manager receives
      any amounts constituting Rents or other revenue of any kind from the Project,
      Borrower shall, or shall cause Manager to, deposit said amounts into the Lockbox
      Account within one (1) Business Day of receipt thereof.

     

    (c)  Any
      and all amounts
      on deposit in the Lockbox Account shall be automatically transferred each
      Business Day to an account of Borrower; provided, however, that upon the
      occurrence of a Lockbox Event and until the occurrence of the applicable Lockbox
      Termination Event, if any, Agent shall instruct Depository Bank to suspend
      such
      transfer to Borrower’s account and all funds in the Lockbox Account shall be
      automatically transferred each Business Day by Depository Bank to the Sweep
      Account and disbursed in accordance with the terms and conditions of the Cash
      Management Agreement.  Except as set forth in the Cash Management
      Agreement, Borrower shall have no rights to make withdrawals therefrom or
      receive the proceeds thereof.

     

    9.2  Payments
      Received in the Lockbox Account.

     

    Notwithstanding
      anything to the contrary contained in this Agreement or the other Loan
      Documents, and provided no Event of Default has occurred and is continuing,
      Borrower’s obligations with respect to the payment of the amounts due for the
      Reserve Funds established pursuant to this Agreement or any other Loan Document
      shall be deemed satisfied after the occurrence of a Lockbox Event and until
      the
      occurrence of the applicable Lockbox Termination Event, if any, to the extent
      sufficient amounts are deposited in the account established pursuant to the
      Cash
      Management Agreement to satisfy such obligations on the dates each such payment
      is required.  Upon the occurrence of a Lockbox Termination Event,
      Agent shall notify Depository Bank in writing to release all amounts in the
      Reserve Funds to Borrower (such notice shall be sent by Agent to Depository
      Bank
      within ten (10) Business Days after Agent receives a written request for release
      from Borrower and provided that Borrower has delivered to Agent (simultaneous
      with or prior to the delivery of such written request) for Agent’s review and
      approval the Debt Service Coverage Certificate as required by Section
      14.11 of this Agreement).

     

    9.3  No
      Deductions, etc.

     

    All
      payments made
      by Borrower hereunder or under the Notes or the other Loan Documents shall
      be
      made irrespective of, and without any deduction for, any setoff, defense or
      counterclaims.  The insufficiency of funds on deposit in the Lockbox
      Account shall not absolve Borrower of the obligation to make any payments,
      as
      and when due pursuant to this Agreement and the other Loan Documents, and such
      obligations shall be separate and independent, and not conditioned on any event
      or circumstance whatsoever.

     

    ARTICLE
      10

     

    


     

    RESERVES

     

    10.1  Intentionally
      Omitted.

     

    10.2  Tax
      and
      Insurance Escrow Fund.

     

    Upon
      the occurrence
      and during the continuance of a Lockbox Event and until the occurrence of the
      applicable Lockbox Termination Event, if any, Borrower shall pay to Agent (by
      depositing the required funds into the Lockbox Account) on each Payment Date
      (a)
      a constant monthly amount that Agent estimates, based on the most recent tax
      bill, will be required in order to accumulate with Agent sufficient funds to
      pay
      all such Taxes at least thirty (30) days prior to the imposition of any
      interest, charges or expenses for the non-payment thereof, and (b) a constant
      monthly amount that Agent estimates, based on the most recent bill, will be
      required in order to accumulate with Agent sufficient funds to pay all Insurance
      Premiums at least thirty (30) days prior to the expiration of the Policies
      (said
      amounts in (a) and (b) above hereinafter called the “Tax and Insurance Escrow
      Fund”) and the account in which such funds are held shall hereinafter be
      referred to as Borrower’s “Tax and Insurance
      Account.”  Notwithstanding the foregoing, if the Project insurance
      is part of a blanket policy reasonably acceptable to Agent, then so long as
      no
      Event of Default exists, no deposits into the Tax and Insurance Escrow Fund
      shall be required on account of insurance premiums.  The Tax and
      Insurance Escrow Fund, payable pursuant to this Agreement and the Notes, shall
      be paid by Borrower to Agent on each Payment Date.  Agent shall apply
      the Tax and Insurance Escrow Fund to payments of Taxes and Insurance Premiums
      required to be made by Borrower pursuant to Section 14.1 and
Section 14.2 hereof and under the Mortgage, subject to Borrower’s
      right to contest Taxes in accordance with
Section 14.2.  In making any payment relating to the Tax
      and Insurance Escrow Fund, Agent may do so according to any bill, statement
      or
      estimate procured from the appropriate public office (with respect to Taxes)
      or
      insurer or agent (with respect to Insurance Premiums), without inquiry into
      the
      accuracy of such bill, statement or estimate or into the validity of any tax,
      assessment, sale, forfeiture, tax lien or title or claim thereof, subject to
      Borrower’s right to contest in accordance with
Section 14.2.  If the amount of the Tax and Insurance
      Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums
      pursuant to Section 14.1 or Section 14.2, as applicable,
      such excess shall be credited against future payments to be made to the Tax
      and
      Insurance Escrow Fund.  If at any time Agent reasonably determines
      that the Tax and Insurance Escrow Fund is not or will not be sufficient to
      pay
      Taxes and Insurance Premiums by the dates set forth in (a) and (b) above, Agent
      shall notify Borrower of such determination and Borrower shall increase its
      monthly payments to Agent by the amount that Agent reasonably estimates is
      sufficient to make up the deficiency at least thirty (30) days prior to
      delinquency of the Taxes and/or thirty (30) days prior to expiration of the
      Policies, as the case may be.  Notwithstanding anything to the
      contrary contained herein, it is the intention of the parties that Agent shall
      not pay Taxes for any tax parcel with respect to which an Tenant is responsible
      for direct payment and makes such payment.  Accordingly, prior to the
      payment of any Taxes, Agent shall provide Borrower with a list of the parcels
      for which Agent proposes to pay Taxes, and (y) if Borrower does not notify
      Agent
      in writing within five (5) Business Days thereafter that an Tenant is
      responsible for direct payment of Taxes for a parcel or parcels listed by Agent,
      then Agent shall pay such Taxes from amounts on deposit in the Tax and Insurance
      Account, if any and (z) if Borrower notifies Agent in writing within five (5)
      Business Days thereafter that an Tenant is responsible for direct payment of
      Taxes for one or more parcels listed by Agent, then Agent shall not pay the
      Taxes on such parcel or parcels from amounts on deposit in the Tax and Insurance
      Account; provided, however, nothing contained in this Section 10.2 shall
      be construed to relieve Borrower of its obligation to pay, or cause to be paid
      all Taxes as set forth in Section 14.2 hereof.

     

    10.3  Leasing
      Reserve.

     

    Upon
      the occurrence
      and during the continuance of a Lockbox Event and until the occurrence of the
      applicable Lockbox Termination Event, if any, Borrower shall pay to Agent (by
      depositing the required funds into the Lockbox Account) on each subsequent
      Payment Date the sum of $51,000 (the “Monthly Leasing Deposit”), until
      such time as the balance in the Leasing Reserve Account equals $1,224,000 (the
      “Minimum Leasing Reserve Balance”).  Thereafter, if at any time
      there is a draw causing the Leasing Reserve Account to contain less than the
      Minimum Leasing Reserve Balance (whether on account of expenditures approved
      by
      Agent or otherwise), Borrower shall continue to pay Agent for deposit into
      the
      Leasing Reserve Account, the Monthly Leasing Deposit until the balance in the
      Leasing Reserve Account again equals the Minimum Leasing Reserve
      Balance.  Whenever the balance in the Leasing Reserve Account again
      equals the Minimum Leasing Reserve Balance, Borrower may suspend making monthly
      payments into the Leasing Reserve Account.  Amounts so deposited shall
      hereinafter be referred to as the “Leasing Reserve Fund” and the account
      to which such amounts are held shall hereinafter be referred to as the
“Leasing Reserve Account.”  Agent shall make disbursements from
      the Leasing Reserve Fund for tenant improvement and leasing commission
      obligations incurred by Borrower.  Agent shall make disbursements as
      requested by Borrower on a monthly basis upon delivery by Borrower of an
      Officer’s Certificate certifying the amount of expenses incurred for which
      reimbursement is requested.  In no event shall Agent be obligated to
      disburse funds from the Leasing Reserve Account if an Event of Default has
      occurred and is continuing.  Ground Rent Funds.

     

    10.4  Ground
      Rent Funds.

     

    (a)  Upon
      the occurrence
      and during the continuance of a Lockbox Event and until the occurrence of the
      applicable Lockbox Termination Event, if any, Borrower shall deposit with Agent,
      on each Payment Date, an amount (the “Monthly Ground Rent Deposit”) equal to the
      Ground Rent that will be payable under the Ground Lease for the succeeding
      month
      (such amounts so deposited shall hereinafter be referred to as the “Ground Rent
      Funds”).

     

    (b)  Agent
      shall apply
      the Ground Rent Funds to payments of Ground Rent.  In making any
      payment relating to Ground Rent, Agent may do so according to any bill or
      statement given by the Ground Lessor without inquiry into the accuracy of such
      bill or statement or into the validity of any rent, additional rent or other
      charge thereof.  If the amount of the Ground Rent Funds shall exceed
      the amounts due for Ground Rent, Agent shall, in its sole discretion, either
      (a)
      return any excess to Borrower or (b) credit such excess against the next
      payments to be made to the Ground Rent Funds.

     

    10.5  Pledge
      and Security Interest; Additional Provisions.

     

    (a)  Borrower
      hereby
      pledges to Agent, and grants a security interest in, any and all monies now
      or
      hereafter deposited in the Reserve Funds as additional security for the payment
      of the Loan.  Borrower shall not, without obtaining the prior written
      consent of Agent, further pledge, assign or grant any security interest in
      the
      Reserve Funds or permit any lien or encumbrance to be attached thereto, or
      any
      levy to be made thereon, or any UCC-1 Financing Statements (except those naming
      Agent as the secured party) to be filed with respect thereto.  All
      cash amounts deposited into the Reserve Funds shall be held in Agent’s name in
      accordance with the terms and provisions of the Cash Management Agreement and
      shall not be commingled with other funds.  All investment earnings on
      the Reserve Funds shall be (a) added to and become part of the applicable
      Reserve Fund, (b) taxed as income of Borrower, (c) for the benefit of Borrower,
      subject to Agent’s rights pursuant to this Agreement, and (d) provided that no
      Default or Event of Default has occurred, remitted to Borrower in accordance
      with the terms of this Agreement.  Agent shall not be responsible for
      any losses resulting from the investment of the cash deposits in the Reserve
      Funds or for obtaining any specific level or percentage of earnings on such
      investment.  Upon the occurrence of an Event of Default, Agent may
      apply any amounts then present in the Reserve Funds to the payment of amounts
      due and payable under the Loan (including pursuant to an acceleration of the
      Loan) in any order in its sole discretion.  Until expended or applied
      as above provided, the Reserve Funds shall constitute additional security for
      the Loan.  Any amounts on deposit in the Reserve Funds (other than the
      Tax and Insurance Fund) in excess of Borrower’s obligations or in excess of
      Borrower’s requested disbursement shall remain on deposit in the applicable
      Reserve Fund.

     

    (b)  Any
      amount
      remaining in the Reserve Funds after the Loan has been paid in full shall be
      promptly returned to Borrower.  In addition, Borrower’s obligations to
      make payments to the Reserve Funds shall be qualified as provided in Section
      9.2 hereof.

     

    (c)  Borrower
      shall
      indemnify Agent and hold Agent harmless from and against any and all actions,
      suits, claims, demands, liabilities, losses, damages, obligations and costs
      and
      expenses (including litigation costs and reasonable attorneys fees and expenses)
      arising from or in any way connected with the Reserve Funds or the performance
      of the obligations for which the Reserve Funds were established, except for
      the
      gross negligence or willful misconduct of Agent.  Borrower shall
      assign to Agent all rights and claims Borrower may have against all Persons
      supplying labor, materials or other services which are to be paid from or
      secured by the Reserve Funds; provided, however, that Agent may
      not pursue any such right or claim unless an Event of Default has occurred
      and
      remains uncured.

     

    ARTICLE
      11

     

    


     

    Intentionally
      Omitted

     

    ARTICLE
      12

     

    


     

    Intentionally
      Omitted

     

    ARTICLE
      13

     

    


     

    Intentionally
      Omitted

     

    ARTICLE
      14

     

    


     

    AFFIRMATIVE
      COVENANTS

     

    From
      the date
      hereof and until payment and performance in full of all obligations of Borrower
      under the Loan Documents, Borrower hereby covenants and agrees as
      follows:

     

    14.1  Existence;
      Compliance with Laws; Insurance.

     

    Borrower
      shall do
      or cause to be done all things necessary to preserve, renew and keep in full
      force and effect its existence, rights, licenses, permits and franchises
      necessary to comply with all Laws applicable to it and the
      Project.  Borrower and the Project shall at all times during the term
      of the Loan comply with all applicable Laws in all material
      respects.  There shall never be committed by Borrower, and Borrower
      shall not knowingly permit any other Person in occupancy of or involved with
      the
      operation or use of the Project to commit, any act or omission affording the
      federal government or any state or local government the right of forfeiture
      as
      against the Project or any part thereof or any monies paid in performance of
      Borrower’s obligations under any of the Loan Documents.  Borrower
      hereby covenants and agrees not to commit, knowingly permit or suffer to exist
      any act or omission affording such right of forfeiture.  Borrower
      shall at all times maintain, preserve and protect all franchises and trade
      names
      and preserve all the remainder of its property used or useful in the conduct
      of
      its business and shall keep the Project in good working order and repair, and
      from time to time make, or cause to be made, all reasonably necessary repairs,
      renewals, replacements, betterments and improvements thereto, all as more fully
      provided in the Mortgage.  Borrower shall keep the Project insured at
      all times by financially sound and reputable insurers, to such extent and
      against such risks, and maintain liability and such other insurance, as is
      more
      fully provided in Article 16 of this Agreement.

     

    14.2  Taxes
      and Other Charges.

     

    Borrower
      shall pay
      all Taxes now or hereafter levied or assessed or imposed against the Project
      or
      any part thereof prior to the imposition of any interest, charges or expenses
      for the non-payment thereof and shall pay all Other Charges on or before the
      date they are due.  Borrower will deliver to Agent receipts for
      payment or other evidence satisfactory to Agent that the Taxes have been so
      paid
      or are not then delinquent within ten (10) days after payment thereof (provided,
      however, that Borrower is not required to furnish such receipts for payment
      of
      Taxes in the event that such Taxes have been paid by Agent pursuant to
Section 10.2 above).  Upon request, Borrower shall deliver to
      Agent evidence satisfactory to Agent that the Other Charges have been so paid
      and are not delinquent.  Borrower shall not suffer and shall promptly
      cause to be paid, discharged or removed (or shall contest as otherwise provided
      in the Mortgage) any Lien or charge whatsoever which may be or become a Lien
      or
      charge against the Project other than a Permitted Exception, and shall promptly
      pay for all utility services provided to the Project.  After prior
      written notice to Agent, Borrower, at its own expense, may contest by
      appropriate proceeding, promptly initiated and conducted in good faith and
      with
      due diligence, the amount or validity or application in whole or in part of
      any
      Taxes, provided that (a) no Event of Default has occurred and remains uncured;
      (b) Borrower is permitted to do so under the provisions of any mortgage or
      deed
      of trust superior in lien to the Mortgage; (c) such proceeding shall not
      constitute a default under the provisions of any other instrument to which
      Borrower is subject and such proceeding shall be conducted in accordance with
      all applicable statutes, laws and ordinances; (d) during the period of such
      contest, neither the Project nor any part thereof or interest therein will
      be in
      danger of being sold, forfeited, terminated, cancelled or lost; (e) Borrower
      shall promptly upon final determination thereof pay the amount of any such
      Taxes, together with all costs, interest and penalties which may be payable
      in
      connection therewith; (f) such proceeding shall suspend the collection of such
      contested Taxes from the Project; and (g) Borrower shall furnish such security
      as may be required in the proceeding, or establish adequate cash reserves as
      may
      be reasonably requested by Agent, to insure the payment of any such Taxes,
      together with all interest and penalties thereon.  Upon final
      determination, if not previously and completely satisfied by Borrower, Agent
      may
      pay over any such cash deposit or part thereof held by Agent to the claimant
      entitled thereto.  Notwithstanding anything to the contrary contained
      in this Section 14.2, Borrower shall not be required to provide
      prior written notice to Agent of any contest of Taxes provided that Borrower
      pays the full amount of such Tax which is due to the proper Governmental
      Authority prior to its initiation of any contest and provided further that
      Borrower satisfies all of the conditions contained above other than in subclause
      (g) and has complied with all requirements of the appropriate Governmental
      Authority with respect to the payment of such Taxes and the posting of security
      thereof, if any.

     

    14.3  Litigation.

     

    Borrower
      shall give
      prompt written notice to Agent of any litigation or governmental proceedings
      pending or threatened in writing against Borrower which is reasonably likely
      to
      materially adversely affect Borrower’s condition (financial or otherwise) or
      business or the Project.  Borrower shall indemnify each Lender, Agent
      and their respective officers, directors, employees and consultants (each,
      an
“Indemnified Party”) and defend and hold each Indemnified Party harmless
      from and against all claims, injury, damage, loss and liability, cost and
      expense (including reasonable attorneys’ fees, costs and expenses) of any and
      every kind to any persons or property by reason of (i) the operation or
      maintenance of the Project; (ii) any breach of representation or warranty,
      default or Event of Default hereunder or under any of the other Loan Documents;
      (iii) any other matter arising in connection with the Loan, Borrower or the
      Project; (iv) any other action or inaction by, or matter which is the
      responsibility of, Borrower; or (v) any construction of the parties or their
      relationship (as partners, joint venturers, or otherwise).  No
      Indemnified Party shall be entitled to be indemnified against its own gross
      negligence or willful misconduct.  The foregoing indemnification shall
      survive repayment or assignment of the Loan.

     

    14.4  Access
      to Project.

     

    Borrower
      shall
      permit agents, representatives and employees of Agent or any Lender to inspect
      the Project or any part thereof at reasonable hours upon reasonable advance
      notice to Borrower.

     

    14.5  Notice
      of Default.

     

    Borrower
      shall
      promptly advise Agent of any material adverse change in Borrower’s condition,
      financial or otherwise, which would prevent Borrower from performing its
      obligations under this Agreement, the Note or the other Loan
      Documents.

     

    14.6  Cooperate
      in Legal Proceedings.

     

    Borrower
      shall
      cooperate fully with Agent with respect to any proceedings before any court,
      board or other Governmental Authority which may in any way affect the rights
      of
      Agent hereunder or under any of the other Loan Documents and, in connection
      therewith, permit Agent, at its election, to participate in any such proceedings
      which may have a material adverse effect on Borrower or the Project or which
      may
      prevent Borrower from performing its obligations under this Agreement, the
      Note
      or the other Loan Documents.

     

    14.7  Lost
      Notes.

     

    Upon
      a Lender’s
      furnishing to Borrower an affidavit to such effect (which affidavit shall
      include an indemnification by such Lender of Borrower with respect to any claim
      by a third party asserting rights under such lost note), Borrower shall, if
      any
      Note is mutilated, destroyed, lost or stolen, deliver to such Lender, in
      substitution therefor, a new note containing the same terms and conditions
      as
      its Note with a notation thereon of the unpaid principal accrued and unpaid
      interest.

     

    14.8  Insurance
      Benefits.

     

    Borrower
      shall
      cooperate with Agent in obtaining for Agent the benefits of any Condemnation
      Proceeds or Insurance Proceeds lawfully or equitably payable in connection
      with
      the Project, and Agent shall be reimbursed for any expenses incurred in
      connection therewith (including reasonable attorneys’ fees and disbursements)
      out of such Proceeds.

     

    14.9  Further
      Assurances.

     

    Borrower
      shall, at
      Borrower’s sole cost and expense:

     

    (a)  furnish
      to Agent
      all instruments, documents, boundary surveys, certificates, appraisals, title
      and other insurance reports and agreements, and each and every other document,
      certificate, agreement and instrument required to be furnished by Borrower
      pursuant to the terms of the Loan Documents;

     

    (b)  execute
      and deliver
      to Agent such documents, instruments, certificates, assignments and other
      writings, and do such other acts necessary to evidence, preserve and/or protect
      the collateral at any time securing or intended to secure the obligations of
      Borrower under the Loan Documents, as Agent may reasonably require;
      and

     

    (c)  do
      and execute all
      and such further lawful and reasonable acts, conveyances and assurances for
      the
      carrying out of the terms and conditions of this Agreement and the other Loan
      Documents, as Agent shall reasonably require from time to time.

     

    14.10  Mortgage
      Taxes.

     

    Borrower
      represents
      that it has paid all state, county and municipal recording and all other taxes,
      if any, imposed upon the execution and recordation of the
      Mortgage.  Borrower shall pay all taxes, charges, filing, registration
      and recording fees, excises and levies payable with respect to the Note or
      the
      Liens created or secured by the Loan Documents, other than income, franchise
      and
      doing business taxes imposed on Agent or any Lender.

     

    14.11  Financial
      Reporting.

     

    (a)  Borrower
      will keep
      and maintain or will cause to be kept and maintained on a Fiscal Year basis,
      in
      accordance with GAAP (or such other accounting basis acceptable to Agent),
      proper and accurate books, records and accounts reflecting all of the financial
      affairs of Borrower and all items of income and expense in connection with
      the
      operation of the Project.  Agent shall have the right from time to
      time at all times during normal business hours upon reasonable notice to examine
      such books, records and accounts at the office of Borrower or any other Person
      maintaining such books, records and accounts and to make such copies or extracts
      thereof as Agent shall desire.  After the occurrence of an Event of
      Default, Borrower shall pay any costs and expenses incurred by Agent to examine
      Borrower’s accounting records with respect to the Project, as Agent shall
      determine to be necessary or appropriate in the protection of Lenders’
interests.

     

    (b)  Borrower
      will
      furnish to Lenders annually, within one hundred twenty (120) days following
      the
      end of each Fiscal Year of Borrower, a complete copy of Borrower’s annual
      financial statements audited by a “Big Four” accounting firm or other
      independent certified public accountant acceptable to Agent in accordance with
      GAAP (or such other accounting basis acceptable to Agent) covering the Project
      for such Fiscal Year and containing statements of profit and loss for Borrower
      and a balance sheet for Borrower.  Such statements shall set forth the
      financial condition and the results of operations for the Project for such
      Fiscal Year, and shall include, but not be limited to, amounts representing
      annual net operating income.  Borrower’s annual financial statements
      shall be accompanied by (i) a comparison of the budgeted income and expenses
      and
      the actual income and expenses for the prior Fiscal Year, (ii) a certificate
      executed by an authorized signatory of Borrower, stating that each such annual
      financial statement presents fairly the financial condition and the results
      of
      operations of Borrower being reported upon and has been prepared in accordance
      with GAAP, and (iii) an opinion of a “Big Four” accounting firm or other
      independent certified public accountant reasonably acceptable to Agent, and
      to
      the extent such opinion is qualified, a detailed explanation as to such
      qualification.  Together with Borrower’s annual financial statements,
      Borrower shall furnish to Lenders  an Officer’s Certificate certifying
      as of the date thereof whether there exists an event or circumstance which
      constitutes a Default or Event of Default under the Loan Documents executed
      and
      delivered by, or applicable to, Borrower, and if such Default or Event of
      Default exists, the nature thereof, the period of time it has existed and the
      action then being taken to remedy the same.

     

    (c)  Borrower
      will
      furnish, or cause to be furnished, to Lenders on or before forty-five (45)
      days
      after the end of each calendar quarter the following items, accompanied by
      a
      certificate executed by an authorized representative of Borrower, stating that
      such items (other than sales reports) are true, correct, accurate, and complete
      in all material respects and fairly present the financial condition and results
      of the operations of Borrower and the Project (subject to normal year-end
      adjustments): (i) a rent roll, occupancy report and year-to-date sales report
      as
      of the end of the quarter; (ii) year-to-date operating statements in the form
      delivered in connection with the origination of the Loan prepared as of the
      end
      of each calendar quarter and other information necessary and sufficient to
      fairly represent the financial position and results of operation of the Project
      for such period; and (iii) a calculation reflecting the Debt Service Coverage
      Ratio as of the last day of such quarter for the Calculation Period ending
      on
      such Calculation Date certified as being true and correct by a Responsible
      Officer on behalf of Borrower (a “Debt Service Coverage
      Certificate”).

     

    (d)  Borrower
      shall
      furnish to Lenders (i) as soon as available and in any event within ninety
      (90) days after the end of each fiscal year of Carveout Guarantor, the
      consolidated balance sheet and related consolidated statement of operations,
      accumulated deficiency in assets and cash flows, and footnotes thereto of
      Carveout Guarantor, prepared in accordance with GAAP, and TCI’s financial
      statements in each case as of the end of such fiscal year, in reasonable detail
      and stating in comparative form the respective figures for the corresponding
      date and period in the prior fiscal year and audited by Carveout Guarantor’s
      accountants; and (ii) as soon as available and in any event within
      forty-five (45) days after the end of each calendar quarter (except the last
      calendar quarter of each fiscal year), the unaudited TRG consolidated financial
      statements (as described above) and TCI’s financial statements in each case as
      of the end of and for such calendar quarter, in reasonable detail, certified
      by
      an authorized signatory of TRG and stating in comparative form the respective
      figures for the corresponding date and period in the prior fiscal
      year.

     

    (e)  For
      the partial
      year period commencing on the date hereof, and for each Fiscal Year thereafter,
      Borrower shall submit to Agent, for informational purposes only, an Annual
      Budget not later than thirty (30) days prior to the commencement of such period
      or Fiscal Year.

     

    (f)  Borrower
      shall
      furnish to Agent, within ten (10) Business Days after request (or as soon
      thereafter as may be reasonably possible), such further detailed information
      with respect to the operation of the Project and the financial affairs of
      Borrower or Carveout Guarantor as may be reasonably requested by Agent or
      Lenders.

     

    (g)  Any
      reports,
      statements or other information required to be delivered under this Agreement
      shall be delivered (i) in paper form or (ii) in electronic form that is
      reasonably acceptable to Agent.

     

    14.12  Business
      and Operations.

     

    (a)  Borrower
      shall
      maintain the Project in good condition and repair and in a condition at least
      equivalent to that of TRG’s other mall properties.

     

    (b)  Borrower
      will
      continue to engage in the businesses presently conducted by it as and to the
      extent the same are necessary for the ownership, maintenance, management and
      operation of the Project.  Borrower will qualify to do business and
      will remain in good standing under the laws of the jurisdiction as and to the
      extent the same are required for the ownership, maintenance, management and
      operation of the Project.

     

    14.13  Title
      to
      the Project.

     

    Borrower
      will
      warrant and defend (a) the title to the Project and every part thereof, subject
      only to Liens permitted hereunder (including Permitted Exceptions) and (b)
      the
      validity and priority of the Lien of the Mortgage and the Assignment of Leases,
      subject only to Liens permitted hereunder (including Permitted Exceptions),
      in
      each case against the claims of all Persons whomsoever.  Borrower
      shall reimburse Agent and Lenders for any losses, costs, damages or expenses
      (including reasonable attorneys’ fees and court costs) incurred by Agent or
      Lenders if an interest in the Project, other than as permitted hereunder, is
      claimed by another Person.

     

    14.14  Costs
      of
      Enforcement.

     

    In
      the event (a)
      that the Mortgage is foreclosed in whole or in part or that the Mortgage is
      put
      into the hands of an attorney for collection, suit, action or foreclosure,
      (b)
      of the foreclosure of any mortgage prior to or subsequent to the Mortgage in
      which proceeding Agent is made a party, or (c) of the bankruptcy, insolvency,
      rehabilitation or other similar proceeding in respect of Borrower or any of
      its
      constituent Persons or an assignment by Borrower or any of its constituent
      Persons for the benefit of its creditors, Borrower, its successors or assigns,
      shall be chargeable with and agrees to pay all costs of collection and defense,
      including reasonable attorneys’ fees and costs, incurred by Agent or Borrower in
      connection therewith and in connection with any appellate proceeding or post
      judgment action involved therein, together with all required service or use
      taxes.

     

    14.15  Estoppel
      Statement.

     

    (a)  After
      request by
      Agent, Borrower shall within ten (10) days furnish Agent with a statement,
      duly
      acknowledged and certified, setting forth (i) the amount of the original
      principal amount of the Notes, (ii) the unpaid principal amount of the
      Note, (iii) the date installments of interest and/or principal were last
      paid, (iv) any known offsets or defenses to the payment of the Loan, if
      any, and (v) that the Notes, this Agreement, the Mortgage and the other
      Loan Documents are valid, legal and binding obligations and have not been
      modified or if modified, giving particulars of such modification.

     

    (b)  If
      a commercially
      reasonable reason exists, Borrower shall use good faith efforts to deliver
      to
      Agent upon request Tenant estoppel certificates from each commercial Tenant
      leasing space at the Project in form and substance reasonably satisfactory
      to
      Agent; provided that, unless an Event of Default exists, Borrower shall not
      be
      required to deliver such certificates more frequently than one (1) time in
      any
      calendar year.

     

    (c)  If
      a commercially
      reasonable reason exists, Borrower shall use good faith efforts to deliver
      to
      Agent upon request estoppel certificates from each party under the REA; provided
      that such certificates may be in the form required under the REA; provided
      further that, unless and Event of Default exists, Borrower shall not be required
      to deliver such certificates more than three (3) times during the term of the
      Loan and not more frequently than one (1) time in any calendar
      year.

     

    (d)  After
      request by
      Borrower, Agent shall within ten (10) Business Days furnish Borrower with a
      statement, duly acknowledged and certified, stating (i) the unpaid
      principal amount of the Notes, (ii) the date installments of interest
      and/or principal were last paid and (iii) whether or not Agent has sent any
      notice of default under the Loan Documents which remains uncured in the opinion
      of Agent.

     

    14.16  Loan
      Proceeds.

     

    Borrower
      shall use
      the proceeds of the Loan received by it on the Closing Date only for the
      purposes of refinancing the Existing Indebtedness and for other general
      corporate purposes, including distributions to partners.

     

    14.17  Performance
      by Borrower.

     

    Borrower
      shall in a
      timely manner observe, perform and fulfill each and every covenant, term and
      provision of each Loan Document executed and delivered by, or applicable to,
      Borrower, and shall not enter into or otherwise suffer or permit any amendment,
      waiver, supplement, termination or other modification of any Loan Document
      executed and delivered by, or applicable to, Borrower without the prior written
      consent of Agent.

     

    14.18  Interest
      Rate Agreements.

     

    (a)  Borrower
      shall, not
      later than the Closing Date institute, and shall maintain in full force and
      effect until the Loan is repaid, an interest rate hedging program through the
      purchase of an Interest Rate Protection Product. The Interest Rate Protection
      Product, and the financial institution providing the Interest Rate Protection
      Product, shall be subject to Agent’s prior written approval, such approval not
      to be unreasonably withheld, conditioned or delayed.  The Interest
      Rate Protection Product must, at a minimum, protect against the excess of the
      30-day LIBOR Rate (or such other LIBOR Rate as is approved by Agent in its
      reasonable discretion) over 7.5% per annum.  Borrower shall afford
      Agent and Lenders an opportunity to participate in the bidding for all Interest
      Rate Protection Products.

     

    (b)  Any
      indebtedness
      incurred pursuant to an Interest Rate Agreement entered into by Borrower and
      Agent or a Lender shall constitute indebtedness evidenced by the Notes and
      secured by the Mortgage and the other Loan Documents to the same extent and
      effect as if the terms and provisions of such Interest Rate Agreement were
      set
      forth herein, whether or not the aggregate of such indebtedness, together with
      the disbursements of the proceeds of the Loan, shall exceed the face amount
      of
      the Notes.

     

    (c)  Borrower
      hereby
      collaterally assigns to Agent for the benefit of Lenders any and all Interest
      Rate Protection Products purchased from time to time by Borrower in connection
      with the Loan, as additional security for the Loan, and agrees to provide Agent
      with any additional documentation requested by Agent in order to confirm or
      perfect such security interest during the term of the Loan.  If
      Borrower obtains an Interest Rate Protection Product from a party other than
      Agent or a Lender, such other party shall be reasonably acceptable to Agent
      (which party shall have a long-term unsecured debt rating of not less than
“A-”
by Standard & Poor’s Inc.) and Borrower shall deliver to Agent such third
      party’s consent to such collateral assignment.  No Interest Rate
      Protection Product purchased from a party other than Agent or a Lender may
      be
      secured by an interest in Borrower or the Project.

     

    14.19  No
      Joint
      Assessment.

     

    Borrower
      shall not
      suffer, permit or initiate the joint assessment of the Project (a) with any
      other real property constituting a tax lot separate from the Project, and (b)
      which constitutes real property with any portion of the Project which may be
      deemed to constitute personal property, or any other procedure whereby the
      lien
      of any taxes which may be levied against such personal property shall be
      assessed or levied or charged to such real property portion of the
      Project.

     

    14.20  Leasing
      Matters.

     

    (a)  Borrower
      shall
      obtain prior written consent of Agent for (1) all Leases hereinafter executed
      and (2) all amendments, modifications, terminations or surrenders of existing
      Leases, which in either event:

     

    (i)  are
      not the product
      of an arm’s-length transaction; or

     

    (ii)  are
      not undertaken
      in a manner consistent with TRG’s standard leasing practices; or

     

    (iii)  which
      result in a
      material adverse effect on the use, operation or value (including the Net
      Operating Income) of the Project, taken as a whole, or the ability of Borrower
      to pay its obligations in respect of the Loan.

     

    Borrower
      agrees
      that Agent may (but need not) condition its consent for a termination,
      cancellation or surrender of any Lease described in (i), (ii) or (iii) above
      (a
“Restricted Termination”) upon, among other things, Borrower delivering
      to and depositing with Agent any amount, consideration or other sum received
      by
      or payable to Borrower or on Borrower’s behalf in connection with any Restricted
      Termination including, but not limited to, any termination, cancellation or
      “buyout” payment and the proceeds of any claim which Borrower may have against
      any Person in connection with such action.  In addition, whether or
      not Agent’s consent is so required, Agent may require Borrower to deposit with
      Agent any amount, consideration or other sum received by or payable to Borrower
      or on Borrower’s behalf in connection with any  termination,
      cancellation or “buyout” payment with respect to, and the proceeds of any claim
      which Borrower may have against any Person in connection with, any Major
      Lease.  Provided that no Event of Default shall have occurred and be
      continuing, such amount shall be applied first, to the payment of tenant
      improvements and leasing commissions incurred in replacing such Tenant as
      determined by Agent in its sole discretion and then, to the extent required
      for
      shortfalls as determined by Agent in its sole discretion, to the payment of
      required Reserve Funds.

     

    (b)  Borrower
      agrees
      that after the occurrence of a Lockbox Event and until the occurrence of the
      applicable Lockbox Termination Event, Agent’s prior written consent (which
      consent shall not be unreasonably withheld or delayed) shall be required for
      (i)
      all Leases executed during such period demising 25,000 or more rentable square
      feet at the Project and (ii) all material amendments, modifications,
      terminations or surrenders executed during such period affecting 25,000 or
      more
      rentable square feet at the Project.

     

    (c)  Upon
      request by
      Borrower and at Borrower’s sole cost and expense, Agent shall grant
      nondisturbance, on a form reasonably acceptable to Agent (which form shall,
      among other things, require the applicable Tenant to attorn to Agent or Agent’s
      nominee or other third party purchaser of the Project following a foreclosure
      of
      the Mortgage or delivery of a deed in lieu of foreclosure) to those Tenants
      under Leases which require such nondisturbance.  Any such
      nondisturbance granted by Agent shall not be deemed effective until Agent
      receives a copy of the executed Lease.  Borrower (A) shall observe and
      perform the obligations imposed upon the lessor under the Leases in a
      commercially reasonable manner; (B) shall not collect any of the rents more
      than
      one (1) month in advance (other than security deposits); (C) shall not execute
      any other assignment of lessor’s interest in the Leases or the Rents (except as
      contemplated by the Loan Documents); and (D) shall execute and deliver at the
      request of Agent all such further assurances, confirmations and assignments
      in
      connection with the Leases as Agent shall from time to time reasonably
      require.

     

    (d)  With
      respect to
      those Leases of 50,000 square feet or less which require Agent’s consent
      pursuant to Section 14.20(b) of this Agreement, Borrower shall provide
      Agent, fifteen (15) days for the approval or rejection of any proposed Lease,
      amendment, modification or termination of a Lease that requires Agent’s consent
      pursuant to this Section 14.20.  In the event that Agent
      fails to respond within said fifteen (15) day period, such failure shall be
      deemed to be the consent and approval of the Lease, amendment, modification
      or
      termination, as applicable, by Agent if (A) Borrower has delivered to Agent,
      the
      Lease, amendment, modification or termination, as applicable, with the notation
      “IMMEDIATE RESPONSE REQUIRED; FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN
      FIFTEEN (15) DAYS FROM RECEIPT SHALL BE DEEMED TO BE ADMINISTRATIVE AGENT’S
      APPROVAL” prominently displayed in bold, all caps and fourteen (14) point or
      larger font in the transmittal letter requesting approval and (B) Agent does
      not
      approve or reject the proposed Lease, amendment, modification or termination,
      as
      applicable, within fifteen (15) days from the date Agent receives the request
      as
      evidenced by a certified mail return receipt or confirmation by a reputable
      national overnight delivery service (e.g., federal express) that the same has
      been delivered.

     

    (e)  With
      respect to
      those Leases of greater than 50,000 square feet which require Agent’s consent
      pursuant to Section 14.20(b) of this Agreement, Borrower shall provide
      Agent, thirty (30) days for the approval or rejection of any proposed Lease,
      amendment, modification or termination of a Lease that requires Agent’s consent
      pursuant to this Section 14.20.  In the event that Agent fails
      to respond within said thirty (30) day period, such failure shall be deemed
      to
      be the consent and approval of the Lease, amendment, modification or
      termination, as applicable, by Agent if (A) Borrower has delivered to Agent,
      the
      Lease, amendment, modification or termination, as applicable, with the notation
      “IMMEDIATE RESPONSE REQUIRED, FAILURE TO RESPOND TO THIS APPROVAL REQUEST WITHIN
      THIRTY (30) DAYS FROM RECEIPT SHALL BE DEEMED TO BE LENDERS’ APPROVAL”
prominently displayed in bold, all caps and fourteen (14) point or larger font
      in the transmittal letter requesting approval and (B) Agent, does not approve
      or
      reject the proposed Lease, amendment, modification or termination, as
      applicable, within thirty (30) days from the date Agent receives the request
      as
      evidenced by a certified mail return receipt or confirmation by a reputable
      national overnight delivery service (e.g., federal express) that the
      same has been delivered.

     

    14.21  Alterations.

     

    Borrower
      shall
      obtain Agent’s prior written consent (which consent shall not be unreasonably
      withheld or delayed) with respect to any alterations that (a) may have a
      material adverse effect on Borrower’s financial condition or the use, operation
      or value (including the Net Operating Income) of the Project, (b) materially
      adversely affect the structural integrity of the Improvements or any utility
      or
      HVAC system contained in any Improvements, or (c) the total unpaid amounts
      due
      and payable with respect thereto by Borrower, in the aggregate, (other than
      such
      amounts to be paid or reimbursed by Tenants under the Leases) at any time
      exceeds Fifteen Million Dollars ($15,000,000) (the “Threshold
      Amount”).  Without limiting the foregoing, Borrower may construct
      one or more retail stores and/or restaurants on Parcel E (as identified on
Exhibit A hereto) so long as requirement (c) of the previous
      sentence remains satisfied.  If the total amounts of any alteration
      shall, exceed the Threshold Amount, Borrower shall promptly deliver to Agent
      and
      maintain as security for the payment of such amounts and as additional security
      for Borrower’s obligations under the Loan Documents any of the following:
      (i) cash, (ii) U.S. treasury obligations, (iii) other securities
      having a rating, acceptable to Agent, or (iv) a completion bond or Letter
      of Credit, in either case, issued by a financial institution acceptable to
      Agent.  Such security shall be in an amount equal to the total unpaid
      amounts with respect to such alteration (other than such amounts to be paid
      or
      reimbursed by Tenants under the Leases) and, if Borrower has not timely paid
      for
      the costs and expenses of the alteration, applied from time to time at the
      option of Agent to pay for such alteration or to terminate the alteration and
      restore the Project to the extent necessary to prevent any material adverse
      effect on the use, operation or value (including the Net Operating Income)
      of
      the Project.

     

    14.22  Principal
      Office.

     

    Borrower’s
      principal office, and the place where Borrower keeps any of its books and
      records that are not located at the Project, including recorded data of any
      kind
      or nature, regardless of the medium of recording, including software, writings,
      plans, specifications and schematics will continue to be the address of Borrower
      set forth in the first paragraph of this Agreement (unless Borrower notifies
      Agent in writing at least thirty (30) days prior to the date of such
      change).

     

    14.23  Handicapped
      Access.

     

    Borrower
      covenants
      that the Project shall at all times comply, in all material respects, to the
      extent applicable with the requirements of the Americans with Disabilities
      Act
      of 1990, the Fair Housing Amendments Act of 1988, all state and local laws
      and
      ordinances related to handicapped access and all rules, regulations, and orders
      issued pursuant thereto including, without limitation, the Americans with
      Disabilities Act Accessibility Guidelines for Buildings and Facilities
      (collectively, “Access Laws”).

     

    14.24  No
      Further Encumbrances.

     

    Borrower
      shall do
      or cause to be done all things necessary to keep and protect the Project and
      all
      portions thereof unencumbered from any Liens, easements or agreements granting
      rights in or restricting the use or development of the Project, except for
      (a)
      Permitted Exceptions, (b) Liens, easements or agreements granting rights in
      or
      restricting the use or development of the Project permitted pursuant to the
      Loan
      Documents, and (c) Liens for Taxes prior to the imposition of any interest,
      charges or expenses for the non-payment thereof.

     

    14.25  Operation
      of Project.

     

    (a)  In
      the event that
      the Management Agreement expires or is terminated (without limiting any
      obligation of Borrower to obtain Agent’s consent to any termination or
      modification of the Management Agreement in accordance with the terms and
      provisions of this Agreement), Borrower shall promptly enter into a replacement
      management agreement pursuant to Section 15.1
      hereof.  Notwithstanding anything to the contrary contained herein or
      in the Cash Management Agreement, any Management Fees payable by Borrower shall
      only be paid during a Lockbox Event after all payments then due and payable
      to
      Agent pursuant to the Loan Documents have been paid in full.

     

    (b)  Borrower
      shall:  (i) promptly perform and/or observe, in all material respects,
      all of the covenants and agreements required to be performed and observed by
      it
      under the Management Agreement and do all things necessary to preserve and
      to
      keep unimpaired its material rights thereunder; (ii) promptly notify Agent
      of
      any material default under the Management Agreement of which it is aware; and
      (iii) enforce the performance and observance of all of the covenants and
      agreements required to be performed and/or observed by Manager under the
      Management Agreement, in a commercially reasonable manner.

     

    14.26  Licenses.

     

    Borrower
      shall keep
      and maintain all Licenses necessary for the operation of the Project as a retail
      shopping center (it is hereby understood and agreed that the foregoing covenant
      shall not be applicable to any permits or licenses required to be obtained
      by
      Tenants at the Project for the operation of any Tenant’s particular
      business).

     

    14.27  Collateral
      Letters of Credit.

     

    All
      Letters of
      Credit shall be clean, unconditional, irrevocable letters of credit issued
      to
      Agent by an issuer reasonably acceptable to Agent having an initial term of
      not
      less than one (1) year.  In addition to any other rights granted Agent
      or Lenders under this Agreement, any Letter of Credit may be drawn upon by
      Agent
      at its election or upon the request of the Required Lenders (i) at any time
      within thirty (30) days before the expiration date of the applicable Letter
      of
      Credit if such Letter of Credit has not been renewed for a renewal term of
      at
      least one year or replaced with a substitute Letter of Credit reasonably
      satisfactory to Agent having a term of at least one year or (ii) at any time
      that an Event of Default exists, with the proceeds in either case to be applied
      to any of Borrower’s obligations under the Loan Documents in such order
      consistent with this Agreement as Agent shall determine.  With respect
      to clause (i) of the preceding sentence, if any Letter of Credit will expire
      in
      less than thirty (30) days, Agent will verbally or in writing remind Borrower
      to
      obtain an extension before drawing upon such Letter of
      Credit.  Borrower may replace any Letter of Credit with a substitute
      Letter of Credit reasonably satisfactory to Agent in the same form and substance
      (except that the expiration date shall be at least one year from the date of
      replacement) and from an issuer reasonably satisfactory to Agent.  Two
      or more Letters of Credit required to be provided under this Agreement may
      be
      combined, but the provisions of this Agreement governing said Letters of Credit
      shall be applied as if separate Letters of Credit had been
      delivered.

     

    14.28  Appraisals.

     

    Agent
      shall have
      the right to obtain a new or updated Appraisal of the Project from time to
      time.  Borrower shall cooperate with Agent in this
      regard.  If the Appraisal is obtained to comply with this Agreement or
      any applicable law or regulatory requirement, or bank policy promulgated to
      comply therewith, or if an Event of Default exists, Borrower shall pay for
      any
      such Appraisal upon Agent’s request; provided, however, Borrower shall not be
      required to pay for more than one (1) Appraisal during any 12-month period
      unless an Event of Default exists.

     

    14.29  Special
      Purpose Entity.

     

    Borrower
      hereby
      covenants that it will continue to be a Special Purpose Entity until such time
      as the Loan has been paid in full.

     

    14.30  Debt
      Service Coverage Ratio.

     

    For
      each
      Calculation Period ending on the last day of a calendar quarter (commencing
      with
      the Calculation Period ending on March 31, 2008) until the Loan has been repaid
      in full, the Debt Service Coverage Ratio shall be tested quarterly by Agent
      to
      determine whether a DSCR Event exists as of any such calendar
      quarter.

     

    ARTICLE
      15

     

    


     

    NEGATIVE
      COVENANTS

     

    From
      the date
      hereof until payment and performance in full of all obligations of Borrower
      under the Loan Documents Borrower covenants and agrees with Agent that it will
      not do, directly or indirectly, any of the following:

     

    15.1  Management
      Agreement.

     

    Borrower
      shall not
      (a) without the prior consent of Agent amend or modify any of the terms of
      the
      Management Agreement if such amendment or modification would (i) cause the
      Management Agreement to contain such terms or provisions which are not
      commercially reasonable, or (ii) cause any Default under any of the Loan
      Documents, (b) terminate the existing Management Agreement or otherwise replace
      the Manager (except with another Affiliate), unless such termination or
      replacement is permitted under the Management Agreement and in connection
      therewith (i) the Person chosen by Borrower as the replacement Manager is
      approved by the Required Lenders, (ii) the terms and provisions of such
      replacement management agreement have been approved by Agent (which approval
      shall not be unreasonably withheld or delayed and provided, however, Agent’s
      approval shall not be required for a new management agreement between the
      Manager and Borrower so long as such agreement is on commercially reasonable
      terms), and (iv) such new manager, if any, enters into an Assignment of
      Management Agreement substantially in the form of the Assignment of Management
      Agreement delivered by Manager to Agent on the date
      thereof.  Notwithstanding that Agent’s consent may not be required to
      an amendment or modification or replacement of the Management Agreement as
      set
      forth above, Borrower shall (x) deliver to Agent any amendment or modification
      of any of the material terms of the Management Agreement and (y) if the
      amendment or modification affects the amount of the Management Fee, certify
      that
      the Management Fee payable under the Management Agreement as modified is (1)
      if
      such amendment or modification occurs during the period that TRG or an Affiliate
      thereof is the manager of the Project, not greater than five percent (5%) of
      gross revenues, and (2) if such amendment or modification occurs during any
      period in which TRG or an Affiliate thereof is not the manager of the Project,
      not greater than a management fee which is commercially reasonable for the
      Project.

     

    15.2  Liens.

     

    Borrower
      shall not,
      without the prior written consent of Agent, create, incur, assume or suffer
      to
      exist any Lien on any portion of the Project or on the Ground Lease or permit
      any such action to be taken, except:

     

    (a)  Permitted
      Exceptions;

     

    (b)  Liens
      created by or
      permitted pursuant to the Loan Documents; and

     

    (c)  Liens
      for Taxes
      prior to the imposition of any interest, charges or expenses for the non-payment
      thereof.

     

    Notwithstanding
      the
      foregoing, Borrower shall have the right to contest any Lien, provided, that
      with respect to a mechanic’s or materialmen’s Lien, Borrower posts a statutory
      lien bond sufficient to remove such mechanic’s or materialmen’s Lien as an
      encumbrance against title to the Project within thirty (30) days after a
      complaint is filed to foreclose such Lien.

     

    15.3  Dissolution.

     

    Borrower
      shall not
      (a) engage in any dissolution, liquidation or consolidation or merger with
      or
      into any other business entity, (b) engage in any business activity not related
      to the ownership and operation of the Project, (c) transfer, lease or sell,
      in
      one transaction or any combination of transactions, all or substantially all
      of
      the properties or assets of Borrower except to the extent permitted by the
      Loan
      Documents, (d) modify, amend or terminate any of the provisions of Section
      10.12
      of the Amended and Restated Partnership Agreement of Borrower or any of the
      sections or definitions referred to in said Section 10.12 of the Amended and
      Restated Partnership Agreement of Borrower, except as permitted herein or
      therein, or waive or terminate its qualification and good standing in any
      jurisdiction, (e) cause or permit any SPE Entity to (i) dissolve, wind up or
      liquidate or take any action or omit to take an action, as a result of which
      such SPE Entity would be dissolved, wound up or liquidated in whole or in part
      or (f) or cause or permit any other SPE Entity to modify, amend or terminate
      any
      of the provisions of its organizational documents comparable to the sections
      referred to above.

     

    15.4  Change
      In Business.

     

    Borrower
      shall not
      enter into any line of business other than the ownership and operation of the
      Project or make any material change in the scope or nature of its business
      objectives, purposes or operations, or undertake or participate in activities
      other than the continuance of its present business.

     

    15.5  REA.

     

    Borrower
      shall
      timely perform its obligations under the REA and shall not permit any default
      (beyond applicable notice and cure periods) to exist on the part of Borrower
      thereunder.  Borrower agrees that without the prior consent of Agent,
      Borrower will not execute modifications to the REA if such modifications will
      have a material adverse effect on the use, operation or value (including the
      Net
      Operating Income) of the Project, taken as a whole, or the ability of Borrower
      to pay its obligations in respect of the Loan.  Agent shall execute
      any modifications to the REA for which Agent’s consent is obtained or Agent’s
      consent is not required in order to subordinate the lien of the Mortgage to
      the
      REA as so amended.

     

    15.6  Affiliate
      Transactions.

     

    Borrower
      shall not
      enter into, or be a party to, any transaction with an Affiliate of Borrower
      except in the ordinary course of business and on commercially reasonable
      terms.  Notwithstanding anything to the contrary contained in this
      Agreement, nothing shall restrict Borrower from paying to its direct or indirect
      owners any amounts due to such Persons pursuant to Borrower’s organizational
      documents to the extent that funds are available to Borrower to make such
      payments and Borrower shall only make such payment after all amounts then due
      to
      Agent hereunder are paid.

     

    15.7  Zoning.

     

    Without
      the prior
      written consent of Agent, Borrower shall not initiate or consent to (a) any
      zoning reclassification of any portion of the Project, (b) seek any variance
      under any existing zoning ordinance that could result in the use of the Project
      becoming a non-conforming use under any zoning ordinance or any other applicable
      land use law, rule or regulation, or (c) permit any portion of the Project
      to be
      used in any manner that could result in the use of the Project becoming a
      non-conforming use under any zoning ordinance or any other applicable land
      use
      law, rule or regulation.

     

    15.8  Assets.

     

    Borrower
      shall not
      purchase or own any property other than the Project and property consistent
      with
      its purposes.

     

    15.9  Debt.

     

    Borrower
      shall not
      create, without the prior written consent of the Required Lenders in their
      sole
      discretion, incur or assume any Indebtedness other than (a) the Loan,
      (b) additional indebtedness expressly permitted hereby, (c) the Interest
      Rate Agreement, (d) unsecured Indebtedness (other than borrowings) incurred
      in the ordinary course of business relating to the ownership and operation
      of
      the Project, (e) trade payables which are not more than sixty (60) days
      past the date due (unless Borrower is in good faith contesting same), and
      (f) Indebtedness incurred in the ordinary course of business in connection
      with the financing of fixtures, equipment or personal property at the Project,
      which financing may be secured by, and only by, a pledge of such fixtures,
      equipment or personal property; provided, however, in no event shall Borrower’s
      maximum aggregate liability pursuant to clauses (d), (e) and (f) exceed Ten
      Million Dollars ($10,000,000) (the foregoing limitation shall not apply real
      estate taxes and commitments for tenant allowances under any
      Lease).

     

    15.10  Organizational
      Documents.

     

    Borrower
      shall not
      permit its organizational documents to be amended in any respect which would
      adversely affect Lenders without Agent’s prior written
      consent.  Without limiting the foregoing, the provisions of
      Sections 10.22, 10.23, 10.24 and 10.25 of Borrower’s partnership agreement
      (and the underlying definitions) shall not be modified, amended or terminated
      without Agent’s prior written consent.  Additionally, Borrower shall
      cause T-I REIT, Inc. not to modify, amend or terminate any of the provisions
      of
      Article X of its Certificate of Incorporation without Agent’s prior written
      consent.

     

    15.11  Principal
      Office and Organization.

     

    Borrower
      shall not
      change its principal office as set forth in this Agreement without first giving
      Agent thirty (30) days prior written notice.  Borrower shall not
      change the place of its organization as set forth in this Agreement without
      the
      consent of Agent, which consent shall not be unreasonably withheld.

     

    15.12  ERISA.

     

    (a)  Borrower
      shall not
      engage in any transaction which would cause any obligation, or action taken
      or
      to be taken pursuant to this Agreement to be a non-exempt prohibited transaction
      under ERISA.

     

    (b)  Borrower
      further
      covenants and agrees to deliver to Agent such certifications or other evidence
      from time to time throughout the term of the Loan, as reasonably requested
      by
      the Agent, that Borrower does not maintain an “employee benefit plan” as defined
      in Section 3(3) of ERISA, which is subject to Title IV of ERISA, and that
      either: (A)(i) Borrower is not an “employee benefit plan” as defined in Section
      3(3) of ERISA, which is subject to Title I of ERISA, and none of the assets
      constitute “plan assets” of one or more such plans, and (ii) Borrower is not
      subject to state statutes regulating investments and fiduciary obligations
      with
      respect to governmental plans; or (B) to the extent that Borrower is an
“employee benefit plan” as defined by Section 3(3) of ERISA, subject to Title I
      of ERISA or the assets of Borrower constitute or will constitute “plan assets”
within the meaning of 29 C.F.R. Section 2510.3-101, the requirements of PTE
      90-1
      are continuously met.

     

    15.13  Transfers.

     

    (a)  Except
      as otherwise
      permitted by the provisions of this Section 15.13 or except to the
      extent permitted elsewhere in the Loan Documents, Borrower will not (i) permit
      or suffer (by operation of law or otherwise) any sale, assignment, conveyance,
      transfer and/or other disposition of legal or equitable interest in all or
      any
      part of the Project or the Ground Lease, (ii) permit or suffer (by operation
      of
      law or otherwise) any sale, assignment, conveyance, transfer or other
      disposition of any direct or indirect ownership interest in Borrower, (iii)
      permit or suffer (by operation of law or otherwise) any mortgage, lien and/or
      other encumbrance of all or any part of the Project or the Ground Lease, (iv)
      permit or suffer (by operation of law or otherwise) any pledge, hypothecation,
      creation of a security interest in and/or other encumbrance of any direct or
      indirect ownership interest in Borrower or Borrower’s constituent entities, or
      (v) file a declaration of condominium with respect to the Project (each, a
      “Transfer”).

     

    (b)  A
      sale, assignment,
      conveyance, transfer and/or other disposition of direct and/or indirect
      ownership interests in Borrower shall be permitted if the following conditions
      are satisfied:

     

    (i)  No
      Change in
      Control has occurred (or will occur by reason of such Transfer);

     

    (ii)  At
      the time of such
      Transfer, no Event of Default has occurred and is continuing;

     

    (iii)  After
      giving effect
      to the proposed Transfer, Borrower will continue to be a Special Purpose
      Entity;

     

    (iv)  Borrower
      shall give
      or cause to be given written notice to Agent of the proposed transfer or sale
      not later than ten (10) days (or such lesser time as Agent shall agree) prior
      thereto, which notice shall set forth (A) the name of the proposed
      transferee or the person to which the interests in Borrower are to be
      transferred or sold, (B) the interest to be transferred and (C) the
      date the transfer or sale is expected to be effective;

     

    (v)  The
      transferee is
      not a Prohibited Person; and

     

    (vi)  As
      to any Transfer
      of twenty percent (20%) or more of the beneficial ownership interest in Borrower
      (whether as a result of a Transfer of a direct interest in Borrower or an
      indirect interest in Borrower):  (x) if the proposed Transfer is of
      all or any part of the interest in Borrower directly or indirectly owned by
      TRG
      or an Affiliate of TRG, the transferee shall not be (and shall not be an
      Affiliate of any Person who is) involved in any material litigation or
      arbitration proceeding in which a Lender is an adverse party, provided that
      the
      foregoing shall not apply to transfers of interests in TRG and (y) if the
      proposed Transfer is of all or any part of the interest in Borrower owned by
      a
      Person other than TRG or an Affiliate of TRG and if such Transfer requires
      the
      consent of TRG (or of any general partner of Borrower which is an Affiliate
      of
      TRG) under Borrower’s partnership agreement, then TRG (or any such Affiliate of
      TRG) shall not consent to such Transfer unless the transferee has certified
      in
      writing to TRG and Agent that the transferee (and its Affiliates) are not
      involved in any material litigation or arbitration proceeding in which a Lender
      is an adverse party.

     

    (c)  Additionally,
      a
      pledge, hypothecation, creation of a security interest and/or other encumbrance
      by the holder (other than TRG or any Affiliate of TRG) of a direct and/or
      indirect ownership interest in Borrower shall be permitted so long as, assuming
      foreclosure of such pledge or security interest, the requirements of clauses
      (i), (iii) and (v) or subparagraph (b) above would be satisfied.

     

    (d)  The
      foregoing
      transfer restrictions will not restrict sales, conveyances, transfers, pledges
      or grants of security interests of direct and/or indirect ownership interests
      (x) in TRG, so long as the transferee (excluding any shareholder of TCI) is
      not a Prohibited Person or (y) in any Person other than TRG or an Affiliate
      of TRG holding any direct or indirect ownership interests in Borrower, so long
      as (i) after giving effect to such Transfer described in this
      clause (y) no Change in Control would occur as a result of such Transfer,
      (ii) the transferee is not a Prohibited Person and (iii) the
      requirement set forth in Section 15.13(a)(vi)(y) is satisfied, if
      applicable.  Borrower shall give or cause to be given written notice
      to Agent of the Transfer described in clause (y) above within five (5)
      Business Days after TRG discovers or is informed about any such Transfer;
      provided that Borrower shall not be obligated to notify Agent of Transfer of
      minority interests (direct or indirect) in CSAT, L.P. constituting less than
      twenty percent (20%) of the beneficial ownership interests in
      Borrower.

     

    (e)  Lenders
      shall not
      be required to demonstrate any actual impairment of their security or any
      increased risk of default hereunder in order to declare the Loan immediately
      due
      and payable upon any violation of this Section 15.13.

     

    15.14  Project
      Demised Under Ground Lease.

     

    Borrower
      shall not,
      without the prior written consent of Agent, exercise its rights under
      Paragraph 17(a) of the Ground Lease or Paragraph 17(c) (main ground
      lease only) of the Ground Lease.

     

    15.15  Leases.

     

    Borrower
      shall not
      permit any material default to exist on Borrower’s part under any Lease beyond
      applicable grace or cure periods.

     

    ARTICLE
      16

     

    


     

    INSURANCE;
      CASUALTY; CONDEMNATION; RESTORATION

     

    16.1  Insurance.

     

    (a)  Borrower
      shall
      obtain and maintain, or cause to be maintained, insurance for Borrower and
      the
      Project providing at least the following coverages:

     

    (i)  comprehensive
      all
      risk insurance on the Improvements and the personal property, including
      contingent liability from Operation of Building Laws, Demolition Costs and
      Increased Cost of Construction Endorsements, in each case (A) in an amount
      equal
      to one hundred percent (100%) of the “Full Replacement Cost,” which for purposes
      of this Agreement shall mean actual replacement value (exclusive of costs of
      excavations, foundations, underground utilities and footings) with a waiver
      of
      depreciation; (B) containing an agreed amount endorsement with respect to the
      Improvements and personal property waiving all co-insurance provisions; (C)
      providing for no deductible in excess of Two Hundred Fifty Thousand Dollars
      ($250,000) or, with respect to windstorm insurance only, five percent (5%)
      of
      the Full Replacement Cost (the “Required Deductible”), for all such
      insurance coverage or such higher deductible if Borrower provides Agent a Letter
      of Credit in an amount equal to the difference between the actual deductible
      and
      the Required Deductible, which Letter of Credit may be drawn upon by Agent
      upon
      the occurrence of a casualty to pay such amounts that would have been paid
      by
      the issuer of the Policies if the Required Deductible had been maintained;
      and
      (D) containing an “Ordinance or Law Coverage” or “Enforcement” endorsement if
      any of the Improvements or the use of the Project shall at any time constitute
      legal non-conforming structures or uses in amounts as required by
      Agent.  In addition, Borrower shall obtain: (x) if any portion of
      the Improvements is currently or at any time in the future located in a
      federally designated “special flood hazard area”, flood hazard insurance in an
      amount equal to the maximum amount of such insurance available under the
      National Flood Insurance Act of 1968, the Flood Disaster Protection Act of
      1973
      or the National Flood Insurance Reform Act of 1994, as each may be amended
      and
      such excess limits as Agent shall require; and (y) earthquake insurance in
      amounts and in form and substance satisfactory to Agent in the event the Project
      is located in an area with a high degree of seismic activity provided that
      the
      insurance pursuant to clauses (x) and (y) hereof shall be on terms
      consistent with the comprehensive all risk insurance policy required under
      this
      subsection (i);

     

    (ii)  commercial
      general
      liability insurance against claims for personal injury, bodily injury, death
      or
      property damage occurring upon, in or about the Project, such insurance
      (A) to contain minimum limits per occurrence of One Million Dollars
      ($1,000,000) and Two Million Dollars ($2,000,000) in the aggregate for any
      policy year and shall contain a deductible/self-insured retention no greater
      than Two Hundred Fifty Thousand Dollars ($250,000); (B) to continue at not
      less than the aforesaid limit until required to be changed by Agent in writing
      by reason of changed economic conditions making such protection inadequate;
      and
      (C) to cover at least the following hazards: (1) premises and
      operations; (2) products and completed operations on an “if any” basis;
      (3) independent contractors; (4) blanket contractual liability for all
      legal contracts; and (5) contractual liability covering the indemnities
      contained in this Agreement to the extent the same is available;

     

    (iii)  business
      income
      insurance (A) with loss payable to Agent; (B) covering all risks
      required to be covered by the insurance provided for in subsection (i)
      above on an actual loss sustained basis for the period of restoration;
      (C) containing an extended period of indemnity endorsement which provides
      that after the physical loss to the Improvements and personal property has
      been
      repaired, the continued loss of income will be insured until such income either
      returns to the same level it was at prior to the loss, or the expiration of
      twelve (12) months from the date that the Project is repaired or replaced and
      operations are resumed, whichever first occurs, and notwithstanding that the
      policy may expire prior to the end of such period; and (D) in an amount
      equal to one hundred percent (100%) of the projected gross income from the
      Project for a period of no less than twelve (12) months from the date of such
      casualty (assuming such casualty had not occurred) and notwithstanding that
      the
      policy may expire at the end of such period.  The amount of such
      business income insurance shall be determined prior to the date hereof and
      at
      least once each year thereafter based on Borrower’s reasonable estimate of the
      gross income from the Project for the succeeding twelve (12) month
      period.  Subject to the provisions of this Article 16, all
      proceeds payable to Agent pursuant to this subsection shall be held by Agent
      and
      shall be applied at Agent’s sole discretion to (I) the obligations secured by
      the Loan Documents as and when such obligations become due and payable hereunder
      or (II) operating expenses of the Project approved by Agent in its sole
      discretion, and any remaining proceeds shall thereafter be paid to Borrower;
      provided, however, that nothing herein contained shall be deemed to relieve
      Borrower of its obligations to pay the obligations secured by the Loan Documents
      on the respective dates of payment therefor except to the extent such amounts
      are actually paid out of the proceeds of such business income
      insurance;

     

    (iv)  at
      all times during
      which structural construction, repairs or alterations are being made with
      respect to the Improvements, and only if the property and liability coverage
      forms do not otherwise apply, (A) owner’s contingent or protective
      liability insurance covering claims not covered by or under the terms or
      provisions of the above mentioned commercial general liability insurance policy;
      and (B) the insurance provided for in subsection (i) and (iii)
      above written in a so-called builder’s risk completed value form, including
      coverage for one hundred percent (100%) of the total costs of construction
      (1) on a non-reporting basis, (2) against all risks insured against
      pursuant to subsection (i) above, (3) including permission to occupy
      the Project, and (4) with an agreed amount endorsement waiving co-insurance
      provisions;

     

    (v)  workers’
      compensation, subject to the statutory limits of the State, and employer’s
      liability insurance with a limit of at least One Million Dollars ($1,000,000)
      per accident and per disease per employee, and One Million Dollars ($1,000,000)
      for disease aggregate in respect of any work or operations on or about the
      Project, or in connection with the Project or its operation (if
      applicable);

     

    (vi)  comprehensive
      boiler and machinery insurance, if applicable, in amounts as shall be reasonably
      required by Agent on terms consistent with the commercial property insurance
      policy required under subsection (i) above;

     

    (vii)  umbrella
      liability
      insurance in an amount not less than Seventy-Five Million Dollars ($75,000,000)
      per occurrence on terms consistent with the commercial general liability
      insurance policy required under subsection (ii) above;

     

    (viii)  motor
      vehicle
      liability coverage for all owned and non-owned vehicles, including rented and
      leased vehicles containing minimum limits per occurrence, including umbrella
      coverage, of One Million Dollars ($1,000,000);

     

    (ix)  if
      the Project is
      or becomes a legal “non-conforming” use, ordinance or law coverage and insurance
      coverage to compensate for the cost of demolition or rebuilding of the undamaged
      portion of the Project along with any reduced value and the increased cost
      of
      construction in amounts as requested by Agent;

     

    (x)  the
      commercial
      property and business income insurance required under subsections a (i) and
      (iii) above shall cover perils of terrorism and acts of terrorism and Borrower
      shall maintain commercial property and business income insurance for loss
      resulting from perils and acts of terrorism on terms (including amounts)
      consistent with those required under subsections a (i) and (iii) above at
      all times during the term of the Loan; provided, however, notwithstanding the
      foregoing, (A) Borrower may maintain such coverage through a blanket policy
      for
      terrorism insurance with a Required Deductible not in excess of $250,000.00
      (the
“Required Terrorism Deductible”) or such higher deductible if Borrower
      provides Lender a Letter of Credit in an amount equal to the difference between
      the actual deductible and the Required Terrorism Deductible, which Letter of
      Credit may be drawn upon by Lender upon the occurrence of a Casualty to pay
      such
      amount that would have been paid by the issuer of the Policies if the Required
      Terrorism Deductible had been maintained or (B) Borrower may maintain such
      coverage through a separate policy in an amount equal to the lesser of (i)
      the
      Full Replacement Cost and (ii) $144,000,000.00; provided Borrower shall not
      be
      required to spend more than an amount equal to $231,408.00; and

     

    (xi)  upon
      sixty (60)
      days written notice, such other insurance and in such amounts as Agent from
      time
      to time may request against such other insurable hazards which at the time
      are
      commonly insured against for property similar to the Project located in or
      around the region in which the Project is located.

     

    (b)  All
      insurance
      provided for in Section 16.1(a) shall be obtained under valid and
      enforceable policies (collectively, the “Policies” or, in the singular,
      the “Policy”), and shall be subject to the confirmation by Agent that the
      insurance companies, amounts, deductibles, loss payees and insureds satisfy
      the
      requirements expressly set forth herein.  The Policies shall be issued
      by a financially sound and responsible insurance company or a syndicate of
      companies through which at least seventy-five percent (75%) of the coverage
      (if
      there are four (4) or fewer members of the syndicate) or at least sixty percent
      (60%) of the coverage (if there are five (5) or more members of the syndicate)
      is provided by companies authorized to do business in the State and having
      a
      claims paying ability rating of “A” or better by S&P and an equivalent
      rating by Fitch and Moody’s and an A.M. Best rating of “A, X” or better;
      provided, however, the Policies may be maintained by Factory Mutual Insurance
      Companies on the condition that, to the extent required by Agent, Borrower
      maintains a credit wrap, in form and substance acceptable to Agent, provided
      by
      Lexington Insurance Company, or other carrier authorized to do business in
      the
      State and having a claims paying ability rating of “A” or better by S&P and
      an equivalent rating by Fitch and Moody’s.  The Policies described in
Section 16.1 (other than those strictly limited to liability
      protection) shall designate Agent as mortgagee and loss payee.  Not
      less than ten (10) days prior to the expiration dates of the Policies
      theretofore furnished to Agent, certificates of insurance evidencing the
      Policies accompanied by evidence satisfactory to Agent of payment of the
      premiums due thereunder (the “Insurance Premiums”), shall be delivered by
      Borrower to Agent.

     

    (c)  Any
      blanket
      insurance Policy shall specifically allocate to the Agent the amount of coverage
      from time to time required hereunder and shall otherwise provide the same
      protection as would a separate Policy insuring only the Project in compliance
      with the provisions of Section 16.1(a).

     

    (d)  All
      Policies of
      insurance provided for or contemplated by Section 16.1(a), except for the
      Policy referenced in Section 16.1(a)(v), shall name Borrower as the
      insured and Agent, as agent, the additional insured, as its interests may
      appear, and in the case of property damage, boiler and machinery, flood and
      earthquake insurance, shall contain a so-called New York standard
      non-contributing mortgagee clause in favor of Agent providing that the loss
      thereunder shall be payable to Agent.

     

    (e)  All
      Policies of
      insurance provided for in Section 16.1 shall contain clauses or
      endorsements to the effect that:

     

    (i)  no
      act or
      negligence of Borrower, or anyone acting for Borrower, or other occupant, or
      failure to comply with the provisions of any Policy, which might otherwise
      result in a forfeiture of the insurance or any part thereof, shall in any way
      affect the validity or enforceability of the insurance insofar as Agent or
      Lenders are concerned;

     

    (ii)  the
      Policy shall
      not be materially changed (other than to increase the coverage provided thereby)
      or cancelled without at least thirty (30) days written notice to Agent and
      any
      other party named therein as an additional insured;

     

    (iii)  the
      issuers thereof
      shall give written notice to Agent if the Policy has not been renewed thirty
      (30) days prior to its expiration; and

     

    (iv)  Agent
      shall not be
      liable for any Insurance Premiums thereon or subject to any assessments
      thereunder.

     

    (f)  If
      at any time
      Agent is not in receipt of written evidence that all insurance required
      hereunder is in full force and effect, Agent shall have the right, upon prior
      notice to Borrower, to take such action as Agent deems necessary to protect
      its
      interest in the Project, including, without limitation, the obtaining of such
      insurance coverage as Agent in its sole discretion deems appropriate. All
      premiums incurred by Agent in connection with such action or in obtaining such
      insurance and keeping it in effect shall be paid by Borrower to Agent upon
      demand and, until paid, shall be secured by the Mortgage and shall bear interest
      at the Default Rate.

     

    16.2  Casualty.

     

    If
      the Project
      shall be damaged or destroyed, in whole or in part, by fire or other casualty,
      Borrower shall promptly commence and diligently prosecute the completion of
      the
      repair and restoration of the Project substantially to the condition the Project
      was in immediately prior to such casualty, with such alterations as may be
      reasonably approved by Agent (a “Restoration”) and otherwise in
      accordance with Section 16.4.  Borrower shall give prompt
      notice of any such damage in excess of One Million Dollars ($1,000,000) to
      Agent. Borrower shall pay all costs of such Restoration which are not covered
      by
      insurance.  Upon prior written notice to Borrower, Agent may, but
      shall not be obligated to, make proof of loss if not made promptly by
      Borrower.  In the event of a casualty where the loss does not exceed
      Five Million Dollars ($5,000,000), Borrower may settle and adjust such claim;
      provided that (a) no Event of Default has occurred and is continuing and (b)
      such adjustment is carried out in a commercially reasonable and timely manner.
      In the event of a casualty where the loss exceeds Five Million Dollars
      ($5,000,000) or if an Event of Default then exists, Borrower may settle and
      adjust such claim only with the consent of Agent (which consent shall not be
      unreasonably withheld or delayed) and Agent shall have the opportunity to
      participate, at Borrower’s cost, in any such
      adjustments.  Notwithstanding any casualty, Borrower shall continue to
      pay all amounts payable under the Loan Documents.

     

    16.3  Condemnation.

     

    Borrower
      shall
      promptly give Agent notice of the actual or threatened (upon receipt by Borrower
      of written notice of such threat) commencement of any proceeding for the
      condemnation of the Property and shall deliver to Agent copies of any and all
      papers served in connection with such proceedings. Provided no Event of Default
      has occurred and is continuing, in the event of a condemnation where the amount
      of the taking does not exceed Five Million Dollars ($5,000,000), Borrower may
      settle and compromise such condemnation; provided that the same is effected
      in a
      commercially reasonable and timely manner.  In the event a
      condemnation where the amount of the taking exceeds Five Million Dollars
      ($5,000,000) or if an Event of Default then exists, Borrower may settle and
      compromise the condemnation only with the consent of Agent (which consent shall
      not be unreasonably withheld or delayed) and Agent shall have the opportunity
      to
      participate, at Borrower’s cost, in any litigation and settlement discussions in
      respect thereof and Borrower shall from time to time deliver to Agent all
      instruments requested by it to permit such participation. Borrower shall, at
      its
      expense, diligently prosecute any such proceedings, and shall consult with
      Agent, its attorneys and experts, and cooperate with them in the carrying on
      or
      defense of any such proceedings.  Notwithstanding any taking by any
      public or quasi-public authority through condemnation or otherwise (including
      but not limited to any transfer made in lieu of or in anticipation of the
      exercise of such taking), Borrower shall continue to pay all amounts payable
      under the Loan Documents.  If the Project or any portion thereof is
      taken by a condemning authority, Borrower shall promptly commence and diligently
      prosecute the Restoration of the Property and otherwise comply with the
      provisions of this Agreement.  If the Property is sold, through
      foreclosure or otherwise, prior to the receipt by Lenders of any condemnation
      award, Lenders shall have the right, whether or not a deficiency judgment on
      the
      Note shall have been sought, recovered or denied, to receive such award, or
      a
      portion thereof sufficient to pay the remaining indebtedness.

     

    16.4  Restoration.

     

    The
      following
      provisions shall apply in connection with the Restoration of the
      Property:

     

    (a)  If
      the Net Proceeds
      shall be less than Five Million Dollars ($5,000,000) and the costs of completing
      the Restoration shall be less than Five Million Dollars ($5,000,000), the Net
      Proceeds will be disbursed by Agent to Borrower upon receipt, provided that
      all
      of the conditions set forth in Section 16.4(b)(i) (other than in
      subclauses (E), (F), (J) and (K) thereof) are met (or will, by completion of
      the
      Restoration, be satisfied) and Borrower delivers to Agent a written undertaking
      to expeditiously commence and to satisfactorily complete with due diligence
      the
      Restoration in accordance with the terms of this Agreement.

     

    (b)  If
      the Net Proceeds
      are equal to or greater than Five Million Dollars ($5,000,000) or the costs
      of
      completing the Restoration is equal to or greater than Five Million Dollars
      ($5,000,000) Agent shall make the Net Proceeds available for the Restoration
      in
      accordance with the provisions of this Section 16.4.  The term
“Net Proceeds” for purposes of this Section 16.4 shall mean: (i)
      the net amount of all insurance proceeds received by Agent pursuant to
Section 16.2 as a result of such damage or destruction, after deduction
      of its reasonable costs and expenses (including, but not limited to, reasonable
      counsel fees), if any, in collecting same (“Insurance Proceeds”), or (ii)
      the net amount of any condemnation award, after deduction of its reasonable
      costs and expenses (including, but not limited to, reasonable counsel fees),
      if
      any, in collecting same (“Condemnation Proceeds”), whichever the case may
      be.

     

    (i)  The
      Net Proceeds
      shall be made available to Borrower for Restoration provided that each of the
      following conditions are met:

     

    (A)  no
      Event of Default
      shall have occurred and be continuing;

     

    (B)  (1)
      in the event
      the Net Proceeds are Insurance Proceeds, less than twenty five percent (25%)
      of
      the total floor area of the Improvements has been damaged, destroyed or rendered
      unusable as a result of such casualty or (2) in the event the Net Proceeds
      are
      Condemnation Proceeds, less than ten percent (10%) of the land constituting
      the
      Project is taken and not more than 10% of the total floor area of the
      Improvements is taken or rendered unusable as a result of such
      condemnation;

     

    (C)  Leases,
      pursuant to
      which the total minimum rent is equal to or greater than the Gross Rent
      Percentage of the total minimum rents from operations of the Project under
      executed and delivered Leases in effect as of the date of the occurrence of
      such
      casualty or condemnation, whichever the case may be, shall remain in full force
      and effect during and after the completion of the Restoration, notwithstanding
      the occurrence of any such casualty or condemnation, whichever the case may
      be.
      The term “Gross Rent Percentage” shall mean (1) in the event that the Net
      Proceeds are Insurance Proceeds, a percentage amount equal to seventy-five
      percent (75%) and (2) in the event the Net Proceeds are Condemnation Proceeds,
      a
      percentage amount equal to seventy-five percent (75%);

     

    (D)  Borrower
      shall
      commence the Restoration as soon as reasonably practicable (but in no event
      later than ninety (90) days after such casualty or condemnation, whichever
      the
      case may be, occurs) and shall diligently pursue the same to satisfactory
      completion;

     

    (E)  Agent
      shall be
      reasonably satisfied that any operating deficits, including all scheduled
      payments of principal and interest under the Note, which will be incurred with
      respect to the Project as a result of the occurrence of any such casualty or
      condemnation, whichever the case may be, will be covered out of (1) the Net
      Proceeds, (2) the insurance coverage referred to in Section 16.1(a)(iii)
      or Section 16.1(a)(x), if applicable, or (3) by other funds of
      Borrower;

     

    (F)  Agent
      shall be
      reasonably satisfied that the Restoration will be completed on or before the
      earliest to occur of (1) the earliest date required for such completion under
      the terms of any Leases, (2) such time as may be required under applicable
      zoning law, ordinance, rule or regulation in order to repair and restore the
      Project to the condition it was in immediately prior to such casualty or
      condemnation or to as nearly as possible the condition it was in immediately
      prior to such casualty or condemnation, as applicable, (3) the expiration of
      the
      insurance coverage referred to in Section 16.1(a)(iii) or Section
      16.1(a)(x) or (4) the date which is not later than six (6) months prior to
      the Maturity Date;

     

    (G)  the
      Project and the
      use thereof after the Restoration will be in compliance with and permitted
      under
      all applicable zoning laws, ordinances, rules and regulations;

     

    (H)  the
      Restoration
      shall be done and completed by Borrower in an expeditious and diligent fashion
      and in compliance with all applicable governmental laws, rules and regulations
      (including, without limitation, all applicable environmental laws);

     

    (I)  such
      casualty or
      condemnation, as applicable, does not result in the loss of access to the
      Project or the related Improvements;

     

    (J)  Borrower
      shall
      deliver, or cause to be delivered, to Agent a signed detailed budget approved
      in
      writing by Borrower’s architect or engineer stating the entire cost of
      completing the Restoration, which budget shall be acceptable to Agent in Agent’s
      reasonable discretion; and

     

    (K)  the
      Net Proceeds
      together with (1) any cash or cash equivalent deposited by Borrower with Agent,
      or (2) any Letter of Credit delivered for such purpose are sufficient in Agent’s
      reasonable discretion to cover the cost of the Restoration.

     

    (ii)  The
      Net Proceeds
      shall be held by Agent in an interest-bearing account and, until disbursed
      in
      accordance with the provisions of this Section 16.4(k), shall constitute
      additional security for the Loan and other obligations under the Loan Documents.
      The Net Proceeds shall be disbursed by Agent to, or as directed by, Borrower
      from time to time during the course of the Restoration, upon receipt of evidence
      reasonably satisfactory to Agent that (A) all materials installed and work
      and
      labor performed (except to the extent that they are to be paid for out of the
      requested disbursement) in connection with the Restoration have been paid for
      in
      full, and (B) there exist no notices of pendency, stop orders, mechanic’s or
      materialman’s liens or notices of intention to file same, or any other liens or
      encumbrances of any nature whatsoever on the Project which have not either
      been
      fully bonded to the satisfaction of Agent and discharged of record or in the
      alternative fully insured to the satisfaction of Agent by the title company
      issuing the Title Insurance Policy.

     

    (iii)  All
      plans and
      specifications required in connection with the Restoration shall be subject
      to
      prior review and acceptance in all respects by Agent, which acceptance shall
      not
      be unreasonably withheld or delayed.  Agent shall have the use of the
      plans and specifications and all permits, licenses and approvals required or
      obtained in connection with the Restoration. The identity of the contractors,
      subcontractors and materialmen engaged in the Restoration, as well as the
      contracts under which they have been engaged, shall be subject to prior review
      and acceptance by Agent, which acceptance shall not be unreasonably withheld
      or
      delayed.  All reasonable costs and expenses incurred by Agent in
      connection with making the Net Proceeds available for the Restoration shall
      be
      paid by Borrower.

     

    (iv)  In
      no event shall
      Agent be obligated to make disbursements of the Net Proceeds in excess of an
      amount equal to the costs actually incurred from time to time for work in place
      as part of the Restoration minus the Casualty Retainage. The term “Casualty
      Retainage” shall mean an amount equal to ten percent (10%) of the costs actually
      incurred for work in place as part of the Restoration until the Restoration
      has
      been completed. The Casualty Retainage shall in no event, and notwithstanding
      anything to the contrary set forth above in this Section 16.4(b), be less
      than the amount actually held back by Borrower from contractors, subcontractors
      and materialmen engaged in the Restoration. The Casualty Retainage shall not be
      released until the Restoration has been completed in accordance with the
      provisions of this Section 16.4(b) and that all approvals necessary for
      the re-occupancy and use of the Project have been obtained from all appropriate
      governmental and quasi-governmental authorities, and Agent receives evidence
      satisfactory to Agent that the costs of the Restoration have been paid in full
      or will be paid in full out of the Casualty Retainage; provided, however, that
      Agent will release the portion of the Casualty Retainage being held with respect
      to any contractor, subcontractor or materialman engaged in the Restoration
      when
      the contractor, subcontractor or materialman has satisfactorily completed all
      work and has supplied all materials in accordance with the provisions of the
      contractor’s, subcontractor’s or materialman’s contract, the contractor,
      subcontractor or materialman delivers the lien waivers and evidence of payment
      in full of all sums due to the contractor, subcontractor or materialman as
      may
      be reasonably requested by Agent or by the title company issuing the Title
      Insurance Policy, and Agent receives an endorsement to the Title Insurance
      Policy insuring the continued priority of the lien of the Mortgage and evidence
      of payment of any premium payable for such endorsement. If required by Agent,
      the release of any such portion of the Casualty Retainage shall be approved
      by
      the surety company, if any, which has issued a payment or performance bond
      with
      respect to the contractor, subcontractor or materialman.

     

    (v)  Agent
      shall not be
      obligated to make disbursements of the Net Proceeds more frequently than once
      every calendar month.

     

    (vi)  If
      at any time the
      Net Proceeds or the undisbursed balance thereof shall not, in the reasonable
      opinion of Agent be sufficient to pay in full the balance of the costs which
      are
      estimated by the Agent to be incurred in connection with the completion of
      the
      Restoration, Borrower shall deposit the deficiency (the “Net Proceeds
      Deficiency”) with Agent before any further disbursement of the Net Proceeds
      shall be made.  The Net Proceeds Deficiency shall be held by Agent and
      shall be disbursed for costs actually incurred in connection with the
      Restoration on the same conditions applicable to the disbursement of the Net
      Proceeds, and until so disbursed pursuant to this Section 16.4(b) shall
      constitute additional security for the Loan and other obligations under the
      Loan
      Documents.

     

    (vii)  The
      excess, if any,
      of the Net Proceeds and the remaining balance, if any, of the Net Proceeds
      Deficiency deposited with Agent after the Restoration has been completed in
      accordance with the provisions of this Section 16.4(b), and the receipt
      by Agent of evidence reasonably satisfactory to Agent that all costs incurred
      in
      connection with the Restoration have been paid in full, shall be (a) if the
      Net
      Proceeds are Insurance Proceeds, remitted to Borrower, provided no Event of
      Default shall have occurred and shall be continuing under the Note, this
      Agreement or any of the other Loan Documents or (b) if the Net Proceeds are
      Condemnation Proceeds, be applied subject to Section 16.4(c), toward the
      payment of the Loan whether or not then due and payable in such order, priority
      and proportions as Agent in its sole discretion shall deem proper.

     

    (c)  All
      Net Proceeds
      not required (i) to be made available for the Restoration or (ii) to be returned
      to Borrower as excess Net Proceeds pursuant to Section 16.4(b)(vii) may
      be retained and applied by Agent toward the payment of the Loan whether or
      not
      then due and payable in such order, priority and proportions as Agent shall
      deem
      proper or, at the discretion of the Agent, the same may be paid, either in
      whole
      or in part, to Borrower for such purposes as the Agent shall
      designate.

     

    (d)  In
      the event of
      foreclosure of the Mortgage with respect to the Project, or other transfer
      of
      title to the Project in lieu of foreclosure, all right, title and interest
      of
      Borrower in and to the Policies that are not blanket Policies then in force
      concerning the Project and all proceeds payable thereunder shall thereupon
      vest
      in the purchaser at such foreclosure or Agent (on behalf of the Lenders) or
      other transferee in lieu of foreclosure.

     

    (e)  Notwithstanding
      anything contained herein to the contrary, (i) the provisions of the Ground
      Lease, the REA and Leases with Anchor Tenants with respect to insurance proceeds
      for the Restoration shall control in the event of any conflict between the
      provisions of the Ground Lease, the REA, Leases with Anchor Tenants and the
      provisions of this Agreement or any of the other Loan Documents and (ii) Lender
      hereby agrees to apply the proceeds of insurance to the Restoration to the
      extent required by, and in accordance with, the Ground Lease, the REA and the
      Leases with Anchor Tenants.

     

    ARTICLE
      17

     

    


     

    ASSIGNMENTS
      BY LENDERS

     

    17.1  Assignments
      and Participations.

     

    (a)  Each
      Lender shall
      have the right to assign, transfer, sell, negotiate, pledge or otherwise
      hypothecate this Agreement and any of its rights and security hereunder and
      under the other Loan Documents (an “Assignee”) with the prior written
      consent of the Agent and with the prior written consent of Borrower, which
      consents by the Agent and the Borrower shall not be unreasonably withheld,
      conditioned or delayed (provided that no consent of Borrower shall be required
      if the Assignee is already a Lender or if an Event of Default then exists)
      and
      no consent of the Agent shall be required if the Assignee is already a Lender
      (or an Affiliate of a Lender); provided, however, that (i) the
      parties to each such assignment shall execute and deliver to Agent, for its
      approval (if required) and acceptance, an assignment and assumption
      (“Assignment and Assumption”) in substantially the form of
Exhibit G hereto, (ii) each such assignment shall be of a constant,
      and not a varying, percentage of the assigning Lender’s rights and obligations
      under this Agreement, (iii) unless the Agent and, so long as no Event of Default
      exists, Borrower otherwise consent, the aggregate amount of the Commitment
      of
      the assigning Lender being assigned pursuant to each such assignment shall
      in no
      event be less than Ten Million Dollars ($10,000,000), and (iv) the Agent
      shall receive from the assigning Lender a processing fee of Three Thousand
      Five
      Hundred Dollars ($3,500). The Agent may designate any Assignee accepting an
      assignment of a specified portion of the Loan to be a Co-Agent, an “Arranger” or
      similar title, but such designation shall not confer on such Assignee the rights
      or obligations of the Agent.  Upon such execution, delivery, approval
      and acceptance, and upon the effective date specified in the applicable
      Assignment and Assumption, (a) the Assignee thereunder shall be a party hereto
      and, to the extent that rights and obligations hereunder have been assigned
      to
      it pursuant to such Assignment and Assumption, have the rights and obligations
      of a Lender hereunder and under the other Loan Documents, and Borrower hereby
      agrees that all of the rights and remedies of Lenders in connection with the
      interest so assigned shall be enforceable against Borrower by an Assignee with
      the same force and effect and to the same extent as the same would have been
      enforceable but for such assignment, and (b) the assigning Lender thereunder
      shall, to the extent that rights and obligations hereunder and under the other
      Loan Documents have been assigned by it pursuant to such Assignment and
      Assumption, relinquish its rights and be released from its obligations hereunder
      and thereunder.  Borrower shall upon the request of any assigning
      Lender execute a replacement note in favor of the Assignee with respect to
      the
      amount assigned in the same form as the Note then held by the Assignor, provided
      that the original note shall be returned to Borrower.

     

    (b)  By
      executing and
      delivering an Assignment and Assumption, the assigning Lender thereunder and
      the
      Assignee thereunder confirm to and agree with each other and the other parties
      hereto as follows:  (i) except as provided in such Assignment and
      Assumption, such assigning Lender makes no representation or warranty and
      assumes no responsibility with respect to any statements, warranties or
      representations made in or in connection with this Agreement or any other Loan
      Document or the execution, legality, validity, enforceability, genuineness,
      sufficiency or value of this Agreement or any other Loan Document or any other
      instrument or document furnished in connection therewith; (ii) such assigning
      Lender makes no representation or warranty and assumes no responsibility with
      respect to the financial condition of the Borrower or the performance or
      observance by the Borrower of any of its obligations under any Loan Document
      or
      any other instrument or document furnished in connection therewith; (iii) such
      Assignee confirms that it has received a copy of this Agreement together with
      such financial statements, Loan Documents and other documents and information
      as
      it has deemed appropriate to make its own credit analysis and decision to enter
      into the Assignment and Assumption and to become a Lender hereunder; (iv) such
      Assignee will, independently and without reliance upon the Agent, the assigning
      Lender 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 this Agreement; (v) such Assignee appoints
      and
      authorizes the Agent to take such action as the Agent on its behalf and to
      exercise such powers under this Agreement and the other Loan Documents as are
      delegated to Agent by the terms hereof and thereof, together with such powers
      as
      are reasonably incidental thereto; and (vi) such Assignee agrees that it will
      perform in accordance with their terms all of the obligations which by the
      terms
      of this Agreement are required to be performed by it as a Lender.

     

    (c)  Agent
      shall
      maintain a copy of each Assignment and Assumption delivered to and accepted
      by
      it and shall record in its records the names and address of each Lender and
      the
      Commitment of, and Percentage of the Loan owing to, such Lender from time to
      time.  Borrower, the Agent and Lenders may treat each entity whose
      name is so recorded as a Lender hereunder for all purposes of this
      Agreement.

     

    (d)  Upon
      receipt of an
      Assignment and Assumption executed by an assigning Lender and an Assignee,
      Agent
      shall, if such Assignment and Assumption has been properly completed, accept
      such Assignment and Assumption, and record the information contained therein
      in
      its records, and the Agent shall use its best efforts to give prompt notice
      thereof to Borrower (provided that neither the Agent nor the Lenders shall
      be
      liable for any failure to give such notice).

     

    (e)  Borrower
      shall use
      reasonable efforts to cooperate with Agent and each Lender in connection with
      the assignment of interests under this Agreement or the sale of participations
      herein.

     

    (f)  Anything
      in this
      Agreement to the contrary notwithstanding, and without the need to comply with
      any of the formal or procedural requirements of this Agreement, including this
      section, any Lender may at any time and from time to time pledge and assign
      all
      or any portion of its rights under all or any of the Loan Documents to a Federal
      Reserve Lender; provided that no such pledge or assignment shall release
      such Lender from its obligations hereunder.  To facilitate any such
      pledge or assignment, the Agent shall, at the request of such Lender, enter
      into
      a letter agreement with the Federal Reserve Lender in, or substantially in,
      the
      form of the exhibit to Appendix C to the Federal Reserve Lender of New York
      Operating Circular No. 12.

     

    (g)  Anything
      in this
      Agreement to the contrary notwithstanding, any Lender may assign all or any
      portion of its rights and obligations under this Agreement to another branch
      bank or Affiliate of such Lender without first obtaining the approval of any
      Agent or the Borrower, provided that (i) such Lender remains liable hereunder
      unless the Borrower and Agent shall otherwise agree, (ii) at the time of such
      assignment such Lender is not a Defaulting Lender (as defined in
Section 21.5(b)), (iii) such Lender gives the Agent and Borrower at
      least fifteen (15) days prior written notice of any such assignment; (iv) the
      parties to each such assignment execute and deliver to Agent an Assignment
      and
      Assumption, and (v) the Agent receives from the assigning Lender a processing
      fee of Three Thousand Five Hundred Dollars ($3,500).

     

    (h)  Each
      Lender shall
      have the right, without the consent of the Borrower or Agent, to sell
      participations to one or more other lenders (a “Participant”) in or to
      all or a portion of its rights and obligations under the Loan and the Loan
      Documents; provided, however, that (i) such Lender’s obligations
      under this Agreement (including without limitation its Commitment to Borrower
      hereunder) shall remain unchanged, (ii) such Lender shall remain solely
      responsible to the other parties hereto for the performance of such obligations
      (iii) the Borrower, the Agent 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 and with regard to any and all payments to
      be
      made under this Agreement, (iv) the holder of any such participation shall
      not
      be entitled to voting rights under this Agreement or the other Loan Documents
      (but such holder may otherwise contract with the Lender selling such Participant
      its interest in such Lender’s share of the Loan as to voting of such Lender’s
      interest under Section 21.6(b) [but not under any other section of
      this Agreement], provided that any such agreement by a Lender shall bind only
      such Lender alone and not Borrower, the other Lenders or the Agent) and (v)
      each
      participation shall be in a minimum amount of $10,000,000.

     

    (i)  Borrower
      acknowledges and agrees that Lenders may provide to any Assignee or Participant,
      originals or copies of this Agreement, any other Loan Document and any other
      documents, instruments, certificates, opinions, insurance policies, letters
      of
      credit, reports, requisitions and other materials and information of every
      nature or description, and may communicate all oral information, at any time
      submitted by or on behalf of Borrower or received by any Lender in connection
      with the Loan or with respect to Borrower, provided that prior to any such
      delivery or communication, such Assignees or Participants shall agree to
      preserve the confidentiality of any of the foregoing to the same extent that
      such Lender agreed to preserve such confidentiality.  In order to
      facilitate assignments to Assignees and sales to Participants, Borrower shall
      execute such further documents, instruments or agreements as Lenders may
      reasonably require; provided, that Borrower shall not be required (i) to
      execute any document or agreement which would decrease its rights, or increase
      its obligations, relative to those set forth in this Agreement or any of the
      other Loan Documents (including financial obligations, personal recourse,
      representations and warranties and reporting requirements), or (ii) to
      expend more than incidental sums of money or incidental administrative time
      for
      which it does not receive reasonable reimbursement in order to comply with
      any
      requests or requirements of any Lender in connection with such assignment or
      sale arrangement.  In addition, Borrower agrees to cooperate fully
      with Lenders in the exercise of Lenders’ rights pursuant to this
Section 17.1, including providing such information and documentation
      regarding Borrower as any Lender or any potential Assignee or Participant may
      reasonably request and to meet with potential Assignees and
      Participants.

     

    ARTICLE
      18

     

    


     

    CERTAIN
      TRANSFERS BY BORROWER

     

    18.1  Prohibition
      of Transfers in Violation of ERISA.

     

    In
      addition to the
      prohibitions set forth in Section 15.13 above and in the Mortgage,
      and not in limitation thereof, Borrower shall not assign, sell, pledge,
      encumber, transfer, hypothecate or otherwise dispose of its interest or rights
      in this Agreement or in the Project, or attempt to do any of the foregoing
      or
      suffer any of the foregoing, nor shall any party owning a direct or indirect
      interest in Borrower assign, sell, pledge, encumber, transfer, hypothecate
      or
      otherwise dispose of any of its rights or interest (direct or indirect) in
      Borrower, attempt to do any of the foregoing or suffer any of the foregoing,
      if
      such action would cause the Loan, or the exercise of any of Lenders’ rights in
      connection therewith, to constitute a prohibited transaction under ERISA or
      the
      Internal Revenue Code (unless Borrower furnishes to Lenders a legal opinion
      reasonably satisfactory to Lenders that the transaction is exempt from the
      prohibited transaction provisions of ERISA and the Internal Revenue Code) or
      otherwise result in Lenders being deemed in violation of any applicable
      provision of ERISA.  Borrower agrees to indemnify and hold Lenders
      free and harmless from and against all losses, costs (including reasonable
      attorneys’ fees and expenses), taxes, damages and expenses Lenders may suffer by
      reason of the investigation, defense and settlement of claims and in obtaining
      any prohibited transaction exemption under ERISA necessary or desirable in
      Lenders’ sole judgment or by reason of a breach of the foregoing
      prohibitions.

     

    18.2  Grants
      of Easements and Dedications.

     

    Notwithstanding
      anything to the contrary contained herein, Borrower, without the consent of
      Lenders, may (i) make transfers of portions of the Project to Governmental
      Authorities in connection with dedication of roadways or utilities for public
      use, and (ii) grant easements, restrictions, covenants, reservations and rights
      of way in the ordinary course of business for access, parking, water and sewer
      lines, telephone and telegraph lines, electric lines or other utilities or
      for
      other similar purposes, provided that no such transfer, conveyance or
      encumbrance set forth in the foregoing clauses (i) and (ii) shall materially
      adversely affect the utility or operation of the Project or materially adversely
      affect the value of the Project.  Agent shall execute and deliver any
      instrument reasonably necessary or appropriate to evidence said action and/or,
      in the case of the transfers referred to in clause (i) above only, to release
      the portion of the Project affected by such dedication from the lien of the
      Mortgage or, in the case of subsection (ii) above, to subordinate the lien
      of
      the Mortgage to such easements, restrictions, covenants, reservations and rights
      of way or other similar grants, in each case provided such documents are
      reasonably acceptable to Agent.

     

    ARTICLE
      19

     

    


     

    EVENTS
      OF
      DEFAULT

     

    19.1  Events
      of Default.

     

    Each
      of the
      following events shall constitute an event of default hereunder (an “Event of
      Default”):

     

    (a)  (i)
      the Loan is not
      paid in full on the Maturity Date, (ii) any regularly scheduled interest payment
      or the Monthly Principal Payment due hereunder or under the Notes or deposits
      to
      the Reserve Funds, if required hereunder, are not paid in full on or before
      the
      related Payment Date, (iii) any mandatory prepayment of principal due under
      this
      Agreement is not paid when due, or (iv) except as to any amount included in
      (i),
      (ii) and/or (iii) of this clause (a), any other amount payable under the Loan
      Documents (which is not covered by another subparagraph of this
Section 19.1) is not paid within five (5) days after Borrower’s
      receipt of written notice of non-payment from Agent;

     

    (b)  subject
      to
Section 14.2 hereof, if any of the Taxes are not paid prior to the
      imposition of any interest, charges or expenses for the non-payment
      thereof;

     

    (c)  if
      the Policies are
      not kept in full force and effect, or if certified copies of the Policies are
      not delivered to Agent upon request;

     

    (d)  if,
      except as
      permitted pursuant to Section 15.13 or except to the extent
      expressly permitted elsewhere in the Loan Documents, Borrower (i) permits or
      suffers (by operation of law or otherwise) any sale, assignment, conveyance,
      transfer or other disposition of legal or equitable interest in all or
      substantially all of the Project or the Ground Lease, (ii) permits or suffers
      (by operation of law or otherwise) any sale, assignment, conveyance, transfer
      or
      other disposition of any direct or indirect ownership interest in Borrower,
      (iii) permits or suffers (by operation of law or otherwise) any mortgage lien
      on
      all or any part of the Project, (iv) permits or suffers (by operation of law
      or
      otherwise) any pledge, hypothecation, creation of a security interest in or
      other encumbrance of any direct or indirect ownership interest in Borrower
      or
      (v) files a declaration of condominium with respect to the Project;

     

    (e)  if
      any,
      representation or warranty made by Borrower herein or by Borrower or Carveout
      Guarantor in any other Loan Document, or in any report, certificate, financial
      statement or other instrument, agreement or document furnished to Agent shall
      have been false or misleading in any material respect as of the date the
      representation or warranty was made; provided, however, if such untrue
      representation or warranty is susceptible of being cured, Borrower shall have
      the right to cure or cause to be cured, such representation or warranty within
      thirty (30) days of receipt of notice from Agent; or in the case of any such
      representation or warranty that is susceptible of cure but cannot reasonably
      be
      cured within such thirty (30) day period and Borrower shall have (i) commenced
      to cure or cause the cure of such representation or warranty to be commenced
      within such thirty (30) day period, (ii) submitted to Agent an Officer’s
      Certificate setting forth an explanation of the inability to cure such default
      within such thirty (30) day period and describing Borrower’s past and intended
      efforts to cure or cause the cure of, such default and (iii) thereafter
      diligently proceeds to cure the same, such thirty (30) day period shall be
      extended for up to an additional ninety (90) days;

     

    (f)  if
      Borrower or
      Carveout Guarantor shall make an assignment for the benefit of creditors unless,
      with respect to an assignment by Carveout Guarantor for the benefit of creditors
      only, a Person with a net worth, on a consolidated basis based on its most
      recent balance sheet (which in no event shall have been prepared more than
      six
      (6) months prior to such transfer), of at least $500 million and otherwise
      reasonably acceptable to the Required Lenders executes and delivers to Agent
      the
      Replacement Indemnities within thirty (30) days of such assignment by Carveout
      Guarantor for the benefit of creditors;

     

    (g)  if
      a receiver,
      liquidator or trustee shall be appointed for Borrower or Carveout Guarantor
      or
      if Borrower or Carveout Guarantor shall be adjudicated a bankrupt or insolvent,
      or if any petition for bankruptcy, reorganization or arrangement pursuant to
      federal bankruptcy law, or any similar federal or state law, shall be filed
      by
      or against, consented to, or acquiesced in by, Borrower or Carveout Guarantor,
      or if any proceeding for the dissolution or liquidation of Borrower or Carveout
      Guarantor shall be instituted; provided, however, if such appointment,
      adjudication, petition or proceeding was involuntary and not consented to by
      Borrower or Carveout Guarantor, as the case may be, upon the same not being
      discharged, stayed or dismissed within ninety (90) days; and further provided
      that the occurrence of any of the foregoing events with respect to Carveout
      Guarantor only shall not be an Event of Default if a Person with a net worth,
      on
      a consolidated basis based on its most recent balance sheet (which in no event
      shall have been prepared more than six (6) months prior to such transfer),
      of at
      least $500 million and otherwise reasonably acceptable to the Required Lenders
      executes and delivers to Agent Replacement Indemnities within thirty (30) days
      of the occurrence of any of the foregoing events with respect to Carveout
      Guarantor;

     

    (h)  if
      Borrower
      attempts to assign its rights under this Agreement or any of the other Loan
      Documents or any interest herein or therein in contravention of the Loan
      Documents;

     

    (i)  if
      Borrower
      breaches any covenant contained in Section 3.30 hereof in any material
      respect or if any representation contained in Section 3.43 is untrue in
      any material respect or if Borrower breaches the negative covenant contained
      in
Section 15.14;

     

    (j)  with
      respect to any
      term, covenant or provision set forth herein which specifically contains a
      notice requirement or grace period, if Borrower shall be in default under such
      term, covenant or condition after the giving of such notice or the expiration
      of
      such grace period;

     

    (k)  if
      Borrower shall
      continue to be in default under any of the other terms, covenants or conditions
      of this Agreement not specified in subsections (a) to (j) above, for thirty
      (30)
      days after notice from Agent; provided, however, that if such default is
      susceptible of cure but cannot reasonably be cured within such thirty (30)
      day
      period and provided further that Borrower shall have commenced to cure such
      default within such thirty (30) day period and thereafter diligently proceeds
      to
      cure the same, such thirty (30) day period shall be extended for such time
      as is
      reasonably necessary for Borrower in the exercise of due diligence to cure
      such
      Default, such additional period not to exceed ninety (90) days;

     

    (l)  if
      there shall
      occur any default by Borrower, as tenant under the Ground Lease, in the
      observance or performance of any term, covenant or condition of the Ground
      Lease
      on the part of Borrower to be observed or performed, and said default is not
      cured prior to the expiration of any applicable grace or cure period therein
      provided, or if any one or more of the events referred to in the Ground Lease
      shall occur which would cause the Ground Lease to terminate without notice
      or
      action by the landlord under the Ground Lease or if the leasehold estate created
      by the Ground Lease shall be surrendered or the Ground Lease shall be terminated
      or cancelled for any reason or under any circumstances whatsoever, or if any
      of
      the terms, covenants or conditions of the Ground Lease shall in any manner
      be
      modified, changed, supplemented, altered or amended without the prior written
      consent of Lenders, which consent shall not be unreasonably withheld,
      conditioned or delayed for any modification, change, supplement, alteration
      or
      amendment of the Ground Lease that, in the opinion of Agent, (i) does not
      materially increase the burden of Borrower under the Ground Lease, (ii) does
      not
      materially adversely affect the value of the collateral for the Loan and (iii)
      does not adversely affect the protections afforded to Lenders under the Ground
      Lease; or

     

    (m)  if
      there shall be
      default under any of the other Loan Documents beyond any applicable cure periods
      contained in such documents, whether as to Borrower, Carveout Guarantor or
      the
      Project.

     

    ARTICLE
      20

     

    


     

    LENDERS’
      REMEDIES IN EVENT OF DEFAULT

     

    20.1  Remedies
      Conferred Upon Lenders.

     

    Upon
      the occurrence
      of any Event of Default (and for so long as the same shall be continuing),
      Agent
      may, and at the written direction of the Required Lenders shall, in addition
      to
      all remedies conferred upon Lenders by Law and by the terms of the Notes,
      Mortgage and other Loan Documents, pursue any one or more of the following
      remedies concurrently or successively, it being the intent hereof that none
      of
      such remedies shall be to the exclusion of any other:

     

    (a)  Take
      possession of
      the Project and do anything which is necessary or appropriate in its sole,
      good
      faith judgment to fulfill the obligations of Borrower under this Agreement
      and
      the other Loan Documents.  Without restricting the generality of the
      foregoing and for the purposes aforesaid, Borrower hereby appoints and
      constitutes Agent its lawful attorney-in-fact with full power of substitution
      in
      the Project to pay, settle or compromise all existing bills and claims, which
      may be liens or security interests, or to avoid such bills and claims becoming
      liens against the Project or security interests against fixtures or equipment,
      or as may be necessary or desirable or for the clearance of title; to execute
      all applications and certificates in the name of Borrower which may be required
      by any of the Loan Documents; to prosecute and defend all actions or proceedings
      in connection with the Improvements or Project or fixtures or equipment; and
      in
      connection therewith, to execute instruments of release and satisfaction; and
      to
      do any and every act which the Borrower might do in its own behalf; it being
      understood and agreed that this power of attorney shall be a power coupled
      with
      an interest and cannot be revoked;

     

    (b)  Declare
      the Notes
      to be immediately due and payable by written notice to Borrower;

     

    (c)  Assess
      interest on
      the Notes at the Default Rate;

     

    (d)  Use
      and apply any
      monies deposited by Borrower with Agent or draw upon any Letters of Credit,
      in
      each case, regardless of the purposes for which the same was deposited, to
      cure
      any such default or to apply on account of any indebtedness under this Agreement
      which is due and owing to Lenders;

     

    (e)  Exercise
      or pursue
      any other remedy or cause of action permitted under this Agreement or any other
      Loan Documents, or conferred upon Lenders by operation of Law.

     

    Notwithstanding
      the
      foregoing, upon the occurrence of any Event of Default under Sections
      19.1(f) or (g) above with respect to Borrower, all amounts evidenced
      by the Notes shall automatically become due and payable, together with accrued
      interest thereon, without any presentment, demand, protest or further notice
      of
      any kind to Borrower. The Agent shall take such action with respect to such
      Event of Default as shall be directed by the Lenders whose approval is required;
      provided that unless and until the Agent shall have received such directions,
      the Agent may (but shall not be obliged to) take such action, or refrain from
      taking such action, with respect to such Event of Default as the Agent shall
      deem advisable and in the best interests of the Lenders.  In no event
      shall Agent or Lenders be required to take any action which it determines to
      be
      contrary to Law or which could expose the Agent or Lenders to material risk
      of
      liability.

     

    20.2  Non-Waiver
      of Remedies.

     

    No
      waiver of any
      breach or default hereunder shall constitute or be construed as a waiver of
      any
      subsequent breach or default or of any breach or default of any other provision
      of this Agreement.

     

    ARTICLE
      21

     

    


     

    AGENT

     

    21.1  Appointment.

     

    Eurohypo
      AG, New
      York Branch, is hereby appointed as Agent hereunder and under each other Loan
      Document, and the Lenders hereby irrevocably authorize the Agent to act as
      agent
      for Lenders and to take such actions as Lenders are obligated or entitled to
      take under the provisions of this Agreement and the other Loan Documents and
      to
      exercise such powers as are set forth herein or therein, together with such
      other powers as are reasonably incidental thereto. Agent
      agrees to act as such upon the express conditions contained in this
Article 21 in substantially the same manner that it would act in
      dealing with a loan held for its own account.  Agent shall not have a
      fiduciary relationship with respect to any Lender by reason of this
      Agreement.

     

    The
      provisions of
      this Article 21 are solely for the benefit of the Agent and Lenders, and
      Borrower shall not have any rights to rely on or enforce any of the provisions
      hereof except as provided in Section 21.2 below.  In performing
      its functions and duties under this Agreement, the Agent shall act solely as
      agent of the Lenders and does not assume, and shall not be deemed to have
      assumed, any obligations toward or relationship of agency or trust with or
      for
      the Borrower.

     

    21.2  Reliance
      on Agent.

     

    All
      acts of and
      communications by the Agent, as agent for the Lenders, shall be deemed legally
      conclusive and binding; and Borrower or any third party (including any court)
      shall (and may) rely on any and all communications or acts of the Agent with
      respect to the exercise of any rights or the granting of any consent, waiver
      or
      approval on behalf of Lenders in all circumstances where an action by Lenders
      is
      required or permitted pursuant to this Agreement or the provisions of any other
      Loan Document or by applicable law without the right or necessity of making
      any
      inquiry of any individual Lender as to the authority of Agent with respect
      to
      such matter.  In no event shall any of the foregoing limit the rights
      or obligations of any Lender with respect to any other Lender pursuant to this
      Article 21.

     

    21.3  Powers.

     

    The
      Agent shall
      have and may exercise such powers under the Loan Documents as are specifically
      delegated to the Agent by the terms of each thereof, together with such powers
      as are reasonably incidental thereto, and may exercise all other powers of
      Lenders as are not made subject to the consent of the Required Lenders pursuant
      to Section 21.6(a) or to the consent of all Lenders pursuant to
Section 21.6(b).  The Agent shall not be considered, or be
      deemed, a separate agent of the Lenders hereunder, but is, and shall be deemed,
      an Agent acting in its capacity as an Agent, exercising such rights and powers
      under the Loan Documents as are specifically delegated to the Agent or as Agent
      is otherwise entitled to take hereunder.  Agent shall have no implied
      duties to the Lenders, or any obligation to the Lenders to take any action
      except any action specifically provided by the Loan Documents to be taken by
      the
      Agent.  The designation of any Lender as Co-Agent shall not confer any
      of the rights, powers, or obligations of Agent on such Lender.

     

    21.4  Disbursements.

     

    Each
      Lender which
      is required to make a disbursement of the Loan under this Agreement shall make
      available to Agent (or the funding bank or entity designated by the Agent),
      the
      amount of such Lender’s Commitment in immediately available funds not later than
      11:00 a.m. (New York time) on the Closing Date.  Unless the Agent
      shall have been notified by any Lender prior to such time for funding that
      such
      Lender does not intend to make available to the Agent such Lender’s advance, the
      Agent may assume that such Lender has made such amount available to the Agent
      and the Agent, in its sole discretion, may, but shall not be obligated to,
      make
      available to Borrower a corresponding amount.  If such corresponding
      amount is not in fact made available to the Agent by such Lender on or prior
      to
      the Closing Date, such Lender agrees to pay and Borrower agrees to repay to
      Agent forthwith on demand such corresponding amount together with interest
      thereon, for each day from the date such amount is made available to Borrower
      until the date such amount is paid or repaid to Agent, at (A) in the case of
      such Lender, the overnight cost of funds at which federal funds are made
      available to the Agent (such interest rate to change automatically effective
      as
      of the date of each change in the overnight cost of federal funds), and (B)
      in
      the case of Borrower, the interest rate applicable at the time to a disbursement
      made on the Closing Date.  If such Lender shall pay to Agent such
      corresponding amount, such amount so paid shall constitute such Lender’s
      advance, and if both such Lender and Borrower shall have paid and repaid,
      respectively, such corresponding amount, Agent shall promptly return to Borrower
      such corresponding amount in same day funds.

     

    21.5  Distribution
      and Apportionment of Payments.

     

    (a)  Subject
      to
Section 21.5(b), payments actually received by Agent for the account
      of the Lenders shall be paid to them promptly after receipt thereof by
      Agent.  Agent shall distribute any such payment to the Lenders (1) if
      Agent receives such payment on or before 12:00 p.m. (New York time), on the
      same
      Business Day such payment is received, or (2) if Agent receives such payment
      after 12:00 p.m. (New York time), on the immediately succeeding Business Day,
      in
      each case subject to delay for force majeure not to exceed two (2) Business
      Days.  If any payments received by Agent are not timely distributed to
      the Lenders as set forth in the immediately preceding sentence, Agent shall
      pay
      to such Lenders interest thereon, from the date of receipt of such funds by
      Agent until such funds are paid in immediately available funds to such Lenders,
      at the lesser of (i) the overnight cost of funds at which federal funds are
      made
      available to the Agent (such interest rate to change automatically effective
      as
      of the date of each change in the overnight cost of federal funds) and (ii)
      if
      the applicable payment represents repayment of a portion of the principal of
      the
      Loan, the rate of interest applicable to such portion of the
      Loan.  Payments of principal and interest in respect of the Loan, all
      payments of the fees described in this Agreement (but not in any separate fee
      letter except to the extent expressly set forth therein), and all payments
      in
      respect of any other obligations of Borrower under the Loan Documents shall
      be
      allocated among such of the Lenders as are entitled thereto, in proportion
      of
      their respective Percentages or as otherwise provided herein or in the other
      Loan Documents, as the case may be.  All funds received by Agent or
      any Lenders from the exercise of remedies hereunder or under the Loan Documents,
      including without limitation any liquidation, sale or other realization upon
      all
      or any portion of the Project, shall, unless otherwise required by the terms
      of
      the Loan Documents or applicable Laws, be applied as follows:

     

    (i)  First,
      to the
      payment of all advances, fees and expenses (to the extent not paid by Borrower
      or Carveout Guarantor) incurred by Agent reimbursable under this Agreement,
      including, without limitation, all reasonable costs and expenses of collection,
      reasonable attorneys’ fees, court costs and any foreclosure
      expenses;

     

    (ii)  Second,  to
      the payment of interest then accrued on the Loan, to each Lender
prorata in accordance with its Percentage;

     

    (iii)  Third,
      to the
      payment of the principal balance then owing on the Loan and to Breakage Costs
      under Interest Rate Agreements, to Agent and each Lender
pro rata in accordance with the respective amounts owed to
      each under this clause (iii);

     

    (iv)  Fourth,
      to the
      payment of all other amounts owed by Borrower to Agent and each Lender
pro rata in accordance with the respective amounts owed;
      and

     

    (v)  Last,
      to the
      Borrower.

     

    The
      Agent shall
      distribute to each Lender at its primary address set forth herein or in its
      Assignment and Assumption, or at such other address as a Lender may request
      in
      writing, such funds as it may be entitled to receive, provided that the
      Agent shall in any event not be bound to inquire into or determine the validity,
      scope or priority of any interest or entitlement of any Lender and may suspend
      all payments and seek appropriate relief (including without limitation
      instructions from the Required Lenders, or all Lenders, as applicable, or an
      action in the nature of interpleader) in the event of any doubt or dispute
      as to
      any apportionment or distribution contemplated hereby.  The order of
      priority herein is set forth solely to determine the rights and priorities
      of
      the Lenders as among themselves and may at any time or from time to time be
      changed by the Lenders as they may elect, in writing, without necessity of
      notice to or consent of or approval by Borrower.

     

    (b)  If
      a Lender (a
“Defaulting Lender”) fails to pay within five (5) Business Days after
      written notice from Agent any other sum payable by it hereunder, such sum
      together with interest thereon at the Default Rate from the date such amount
      was
      due until repaid (such sum and interest thereon as aforesaid referred to,
      collectively, as the “Lender Default Obligation”) shall be payable by the
      Defaulting Lender (i) to any Lender(s) which elect, at their sole option
      (and with no obligation to do so), to fund the amount which the Defaulting
      Lender failed to fund or (ii) to Agent or any other Lender which under the
      terms of this Agreement is entitled to reimbursement from the Defaulting Lender
      for the amounts advanced or expended.  Notwithstanding any provision
      hereof to the contrary, until such time as a Defaulting Lender has repaid the
      Lender Default Obligation in full, all amounts which would otherwise be
      distributed to the Defaulting Lender shall instead be applied first to repay
      the
      Lender Default Obligation (to be applied first to interest at the Default Rate
      and then to principal) until the Lender Default Obligation has been repaid
      in
      full (whether by such application or by cure by the Defaulting Lender),
      whereupon such Lender shall no longer be a Defaulting Lender.  Any
      interest collected from Borrower on account of principal advanced by any
      Lender(s) on behalf of a Defaulting Lender shall be paid to the Lender(s) who
      made such advance and shall be credited against the Defaulting Lender’s
      obligation to pay interest on the amount advanced at the Default
      Rate.  If no other Lender funds the amount which the Defaulting Lender
      was obligated to fund, then a portion of the Defaulting Lender’s indebtedness
      hereunder equal to the Lender Default Obligation shall be subordinated to the
      indebtedness of Borrower to all of the other Lenders and shall be repaid only
      after payment in full of all other indebtedness hereunder.  The
      provisions of this section shall apply and be effective regardless of whether
      an
      Event of Default occurs and is then continuing, and notwithstanding (i) any
      other provision of this Agreement to the contrary or (ii) any instruction of
      Borrower as to its desired application of payments.  Additionally, a
      Defaulting Lender’s right to vote on matters which are subject to the consent or
      approval of Required Lenders or all Lenders shall be suspended until it ceases
      to be a Defaulting Lender, and during any such period in which a Defaulting
      Lender’s voting rights have been suspended the Required Lenders shall be the
      requisite percentage of all other Lenders.  The Agent shall be
      entitled to (i) withhold or set off, and to apply to the payment of the Lender
      Default Obligation any amounts to be paid to such Defaulting Lender under this
      Agreement, and (ii) bring an action or suit against such Defaulting Lender
      in a
      court of competent jurisdiction to recover the Lender Default Obligation and,
      to
      the extent such recovery would not fully compensate the Lenders for the
      Defaulting Lender’s breach of this Agreement, to collect damages.  In
      addition, the Defaulting Lender shall indemnify, defend and hold Agent and
      each
      of the other Lenders harmless from and against any and all claims, actions,
      liabilities, damages, costs and expenses (including attorneys’ fees and
      expenses), plus interest thereon at the Default Rate, for funds advanced by
      Agent or any other Lender on account of the Defaulting Lender or any other
      damages such entities may sustain or incur by reason of or as a direct
      consequence of the Defaulting Lender’s failure or refusal to abide by its
      obligations under this Agreement.  If a Lender becomes a Defaulting
      Lender, Borrower may find a replacement Lender and require the Defaulting Lender
      to assign its interest to the replacement Lender on and subject to the
      provisions of Section 17.1(a) (including the requirement of Agent’s
      consent), provided that there shall be deducted from the amount that would
      otherwise be paid to the Defaulting Lender upon the assignment of its interest
      in the Loan the amount of the Lender Default Obligation.

     

    (c)  At
      least five
      Business Days prior to the first date on which interest or fees are payable
      hereunder for the account of any Lender, each Lender that is not incorporated
      under the laws of the United States of America, or a state thereof, agrees
      that
      it will deliver to the Agent two duly completed copies of United States Internal
      Revenue Service Form W-8 BEN or Form W-8 ECI, certifying in either case that
      such Lender is entitled to receive payments under this Agreement and the Notes
      without deduction or withholding of any United States federal income
      taxes.  Each Lender which so delivers a Form W-8 BEN or Form W-8 ECI
      further undertakes to deliver to the Agent two additional copies of such form
      (or a successor form) on or before the date that such form expires or becomes
      obsolete or after the occurrence of any event requiring a change in the most
      recent forms so delivered by it, and such amendments thereto or extensions
      or
      renewals thereof as may be reasonably requested by the Agent, in each case
      certifying that such Lender is entitled to receive payments under this Agreement
      and the Notes without deduction or withholding of any United States federal
      income taxes, unless an event (including without limitation any change in
      treaty, law or regulation) has occurred prior to the date on which any such
      delivery would otherwise be required which renders all such forms inapplicable
      or which would prevent such Lender from duly completing and delivering any
      such
      form with respect to it and such Lender advises the Agent that it is not capable
      of receiving payments without any deduction or withholding of United States
      federal income tax.

     

    21.6  Consents
      and Approvals.

     

    (a)  Each
      of the
      following acts shall not be undertaken by Agent without the approval or consent
      of the Required Lenders:

     

    (i)  Exercise
      of rights
      and remedies under the Loan Documents following an Event of Default; provided,
      however, that unless and until Agent has received direction from the Required
      Lenders, the Agent may (but shall not be obligated to) take such action or
      refrain from taking such action, with respect to such Event of Default as the
      Agent shall deem advisable and in the best interest of the Lenders.

     

    (ii)  Appointment
      of a
      successor Agent;

     

    (iii)  Approval
      of
      Post-Default Plan;

     

    (iv)  Except
      as referred
      to in subsection (b) below, approval of any amendment or modification of
      this Agreement or any of the other Loan Documents or issuance of any waiver
      of
      any material provision of this Agreement or any of the other Loan
      Documents;

     

    (v)  Approval
      of any
      matter for which the approval of the Required Lenders is expressly required
      pursuant to the terms of this Agreement or any other Loan Document;
      and

     

    (vi)  Consent
      to a sale
      of the Project or Change in Control or the further mortgaging by Borrower of
      the
      Project.

     

    (b)  Each
      of the
      following actions shall not be undertaken by Agent without the approval or
      consent of all the Lenders:

     

    (i)  Extension
      of the
      Maturity Date (beyond any extension permitted herein) or forgiveness of all
      or
      any portion of the principal amount of the Loan or any accrued interest thereon,
      or any other amendment of this Agreement or the other Loan Documents which
      would
      reduce the underlying interest rate (except as hereinabove specifically
      provided) or the rate at which fees are calculated or forgive any loan fee,
      or
      extend the time of payment of any principal, interest or fees;

     

    (ii)  Reduction
      of the
      percentage specified in the definition of Required Lenders;

     

    (iii)  Increase
      of the
      amount of the Loan or any non-consenting Lender’s Commitment;

     

    (iv)  Release
      of any lien
      on any material collateral (except after payment in full of the Loan or as
      otherwise required under the terms hereof or the other Loan
      Documents);

     

    (v)  Release
      of the
      Carveout Guarantor from all or any material part of its liability under the
      Carveout Guaranty other than as may be required by the terms thereof;
      and

     

    (vi)  Amendment
      of the
      provisions of this Article 21.

     

    (c)  In
      addition to the
      required consents or approvals referred to in subsections (a) and (b)
      above, the Agent may at any time request instructions from the Required Lenders
      with respect to any actions or approvals which, by the terms of this Agreement
      or of any of the Loan Documents, the Agent is permitted or required to take
      or
      to grant without instructions from any Lenders, and if such instructions are
      promptly requested, the Agent shall be absolutely entitled to refrain from
      taking any action or to withhold any approval and shall not be under any
      liability whatsoever for refraining from taking any action or withholding any
      approval under any of the Loan Documents until it shall have received such
      instructions from the Required Lenders.  Without limiting the
      foregoing, no Lender shall have any right of action whatsoever against Agent
      as
      a result of Agent acting or refraining from acting under this Agreement or
      any
      of the other Loan Documents in accordance with the instructions of the Required
      Lenders or, where applicable, all Lenders.  The Agent shall promptly
      notify each Lender at any time that the Required Lenders have instructed the
      Agent to act or refrain from acting pursuant hereto.

     

    (d)  Each
      Lender
      authorizes and directs the Agent to enter into the Loan Documents other than
      this Agreement for the benefit of the Lenders.  Each Lender agrees
      that any action taken by the Agent at the direction or with the consent of
      the
      Required Lenders in accordance with the provisions of this Agreement or any
      other Loan Document, and the exercise by the Agent at the direction or with
      the
      consent of the Required Lenders of the powers set forth herein or therein,
      together with such other powers as are reasonably incidental thereto, shall
      be
      authorized and binding upon all Lenders, except for actions specifically
      requiring the approval of all Lenders.  All communications from the
      Agent to the Lenders requesting Lenders’ determination, consent, approval or
      disapproval (i) shall be given in the form of a written notice to each Lender
      which notice shall specify that unless such Lender responds within the Lender
      Reply Period (defined below) such Lender shall be deemed to have approved such
      action, (ii) shall be accompanied by a description of the matter or item as
      to
      which such determination, approval, consent or disapproval is requested, or
      shall advise each Lender where such matter or item may be inspected, or shall
      otherwise describe the matter or issue to be resolved, (iii) shall include,
      if
      reasonably requested by a Lender and to the extent not previously provided
      to
      such Lender, written materials and a summary of all oral information provided
      to
      the Agent by Borrower in respect of the matter or issue to be resolved, and
      (iv)
      shall include the Agent’s recommended course of action or determination in
      respect thereof.  Each Lender shall reply promptly, but in any event
      within ten (10) Business Days after receipt of the request therefor from the
      Agent (the “Lender Reply Period”).  Unless a Lender shall give
      written notice to the Agent that it objects to the recommendation or
      determination of the Agent (together with a written explanation of the reasons
      behind such objection) within the Lender Reply Period, such Lender shall be
      deemed to have approved of or consented to such recommendation or
      determination.  With respect to decisions requiring the approval of
      the Required Lenders or all Lenders, the Agent shall submit its recommendation
      or determination for approval of or consent to such recommendation or
      determination to all Lenders and upon receiving the required approval or consent
      shall follow the course of action or determination recommended to the Lenders
      by
      the Agent or such other course of action recommended by the Required Lenders,
      and each non-responding Lender shall be deemed to have concurred with such
      recommended course of action.

     

    21.7  Agency
      Provisions Relating to Collateral.

     

    (a)  The
      Agent is hereby
      authorized on behalf of all Lenders, without the necessity of any notice to
      or
      further consent from any Lender, at any time and from time to time, to take
      any
      action with respect to any Collateral or any Loan Document which may be
      necessary to preserve and maintain such Collateral or to perfect and maintain
      perfected the liens upon such Collateral granted pursuant to this Agreement
      and
      the other Loan Documents.

     

    (b)  Except
      as provided
      in this Agreement, the Agent shall have no obligation whatsoever to any Lender
      or to any other person or entity to assure that any Collateral exists or is
      owned by Borrower or is cared for, protected or insured or has been encumbered
      or that the liens granted herein or in any of the other Loan Documents or
      pursuant hereto or thereto have been properly or sufficiently or lawfully
      created, perfected, protected or enforced or are entitled to any particular
      priority.

     

    (c)  Should
      the Agent
      commence any proceeding or in any way seek to enforce the Agent’s or the
      Lenders’ rights or remedies under the Loan Documents, irrespective of whether as
      a result thereof the Agent shall acquire title to any Collateral, each Lender,
      upon demand therefor from time to time, shall contribute its share (based on
      its
      Percentage) of the reasonable costs and/or expenses of any such enforcement
      or
      acquisition, including, but not limited to, fees of receivers or trustees,
      court
      costs, title company charges, filing and recording fees, appraisers’ fees and
      fees and expenses of attorneys to the extent not otherwise reimbursed by
      Borrower.  Without limiting the generality of the foregoing, each
      Lender shall contribute its share (based on its Percentage) of all reasonable
      costs and expenses incurred by the Agent (including reasonable attorneys’ fees
      and expenses) if the Agent employs counsel for advice or other representation
      (whether or not any suit has been or shall be filed) with respect to any
      collateral for the Loan or any part thereof, or any of the Loan Documents,
      or
      the attempt to enforce any security interest or lien on any collateral, or
      to
      enforce any rights of the Agent or the Lenders or any of Borrower’s or any other
      party’s obligations under any of the Loan Documents.  It is understood
      and agreed that in the event the Agent determines it is necessary to engage
      counsel for Lenders from and after the occurrence of a Default or Event of
      Default, said counsel shall be selected by the Agent and written notice of
      such
      selection, together with a copy of such counsel’s engagement letter and fee
      estimate, shall be delivered to the Lenders.

     

    (d)  In
      the event that
      all or any portion of the collateral for the Loan is acquired by the Agent
      as
      the result of the exercise of any remedies hereunder or under any other Loan
      Document, or is retained in satisfaction of all or any part of Borrower’s
      obligations under the Loan Documents, title to any such collateral or any
      portion thereof shall be held in the name of the Agent or a nominee or
      subsidiary of the Agent, as agent, for the ratable benefit of the Agent and
      the
      Lenders.  The Agent shall prepare a recommended course of action for
      such collateral (the “Post-Default Plan”), which shall be subject to the
      approval of the Required Lenders.  The Agent shall administer the
      collateral in accordance with the Post-Default Plan, and upon demand therefor
      from time to time, each Lender will contribute its share (based on its
      Percentage) of all reasonable costs and expenses incurred by the Agent pursuant
      to the Post-Default Plan, including without limitation, any operating losses
      and
      all necessary operating reserves.  To the extent there is net
      operating income from such collateral, the Agent shall, in accordance with
      the
      Post-Default Plan, determine the amount and timing of distributions to
      Lenders.  All such distributions shall be made to Lenders in
      accordance with their respective Percentages.  In no event shall the
      provisions of this subsection or the Post-Default Plan require any Agent or
      any
      Lender to take an action which would cause such Lender to be in violation of
      any
      applicable regulatory requirements.

     

    21.8  Lender
      Actions Against Borrower or the Collateral.

     

    Each
      Lender agrees
      that it will not take any action, nor institute any actions or proceedings,
      against Borrower or any other person hereunder or under any other Loan Documents
      with respect to exercising claims against Borrower or rights in any Collateral,
      except for actions by the Agent on behalf of the Lenders or as set forth in
      Section 21.10.  With respect to any action by the Agent to
      enforce the rights and remedies of the Agent and Lenders with respect to the
      Borrower and any collateral in accordance with the terms of this Agreement,
      each
      Lender hereby consents to the jurisdiction of the court in which such action
      is
      maintained.

     

    21.9  Assignment
      and Participation.

     

    No
      Lender shall be
      permitted to assign or sell all or any portion of its rights and obligations
      under this Agreement to Borrower or any Affiliate of Borrower.

     

    21.10  Ratable
      Sharing.

     

    Subject
      to
Sections 21.4 and 21.5, Lenders agree among themselves that (i)
      with respect to all amounts received by them which are applicable to the payment
      of the Loan, equitable adjustment will be made so that, in effect, all such
      amounts will be shared among them ratably in accordance with their Percentages,
      whether received by voluntary payment, by the exercise of the right of set-off
      or banker’s lien, by counterclaim or cross action or by the enforcement of any
      or all of the Loan Documents or any collateral and (ii) if any of them shall
      by
      voluntary payment or by the exercise of any right of counterclaim, set-off,
      banker’s lien or otherwise, receive payment of a proportion of the aggregate
      amount of the Loan held by it which is greater than its Percentage of the
      payments on account of the Loan, the one receiving such excess payment shall
      promptly return such excess payment to Agent.  Borrower agrees that
      any Lender so purchasing a participation from another Lender pursuant to this
      Section may, to the fullest extent permitted by law, exercise all its rights
      of
      payment (including the right of set-off) with respect to such participation
      as
      fully as if such Lender were the direct creditor of Borrower in the amount
      of
      such participation.

     

    21.11  General
      Immunity.

     

    Neither
      Agent nor
      any of its directors, officers, agents or employees shall be liable to Borrower
      or any Lender for any action taken or omitted to be taken by it or them
      hereunder or under any other Loan Document or in connection herewith or
      therewith, except for its or their own gross negligence or willful misconduct,
      and provided that Agent shall not be exculpated from breach of any contractual
      obligation to which the Agent is subject.  In the absence of gross
      negligence or willful misconduct, the Agent shall not be liable for any
      apportionment or distribution of payments made by it in good faith pursuant
      to
Section 21.5, and if any such apportionment or distribution is
      subsequently determined to have been made in error the sole recourse of any
      Lender to whom payment was due, but not made, shall be to recover from the
      Agent
      any deficiency, and Agent shall have the right to recover from the recipients
      of
      such payments any payment in excess of the amount to which they are determined
      to have been entitled.

     

    21.12  No
      Responsibility for Loan, Recitals, etc.

     

    Neither
      Agent nor
      any of its directors, officers, agents or employees shall be responsible for
      or
      have any duty to ascertain, inquire into, or verify (i) any statement,
      warranty or representation made in connection with any Loan Document or any
      use
      of the Loan; (ii) the performance or observance of any of the covenants or
      agreements of any party to any Loan Document; (iii) the satisfaction of any
      condition specified in this Agreement, except receipt of items purporting to
      be
      the items required to be delivered to any Agent; or (iv) the validity,
      effectiveness or genuineness of any Loan Document or any other instrument or
      writing furnished in connection therewith, provided that the foregoing shall
      not
      release any Agent from liability for its gross negligence or willful
      misconduct.

     

    21.13  Action
      on Instructions of Lenders.

     

    The
      Agent shall in
      all cases be fully protected in acting, or in refraining from acting, hereunder
      and under any other Loan Document in accordance with written instructions signed
      by all the Lenders (or the Required Lenders, if such action may be directed
      hereunder by the Required Lenders), and such instructions and any action taken
      or failure to act pursuant thereto shall be binding on all of
      Lenders.  Each Lender, severally to the extent of its Percentage,
      hereby agrees to indemnify Agent against and hold it harmless from any and
      all
      liability, cost and expense that it may incur by reason of taking or continuing
      to take any such action, provided that the foregoing shall not release Agent
      from liability for its gross negligence or willful misconduct.

     

    21.14  Employment
      of Agents and Counsel.

     

    The
      Agent may
      undertake any of its duties as Agent hereunder and under any other Loan Document
      by or through employees, agents, and attorneys-in-fact and shall not be liable
      to Lenders, except as to money or securities received by them or their
      authorized agents, for the default or misconduct of any such agents or
      attorneys-in-fact selected by it with reasonable care.  The Agent
      shall be entitled to advice of counsel concerning all matters pertaining to
      the
      agency hereby created and its duties hereunder and under any other Loan
      Document.

     

    21.15  Reliance
      on Documents; Counsel.

     

    The
      Agent shall be
      entitled to rely upon any notice, consent, certificate, affidavit, letter,
      telegram, statement, paper or document believed by it to be genuine and correct
      and to have been signed or sent by the proper person or persons, and, in respect
      to legal matters, upon the opinion of counsel selected by the Agent, which
      counsel may be an employee of Agent, provided that the foregoing shall not
      release the Agent from liability for its gross negligence or willful
      misconduct.  Any such counsel shall be deemed to be acting on behalf
      of Lenders in assisting the Agent with respect to the Loan, but shall not be
      precluded from also representing Agent in any matter in which the interests
      of
      Agent and the other Lenders may differ.

     

    21.16  Agent’s
      Reimbursement and Indemnification.

     

    Lenders
      agree to
      reimburse and indemnify Agent ratably in accordance with their Percentages
      (i) for any amounts (excluding principal and interest on the Loan and loan
      fees) not reimbursed by Borrower for which Agent is entitled to reimbursement
      under the Loan Documents, (ii) for any other expenses incurred by Agent on
      behalf of Lenders, in connection with the preparation, execution, delivery,
      administration and enforcement of the Loan Documents, if not paid by Borrower,
      (iii) for any expenses incurred by Agent on behalf of Lenders which may be
      necessary or desirable to preserve and maintain collateral or to perfect and
      maintain perfected the liens upon the collateral granted pursuant to this
      Agreement and the other Loan Documents, if not paid by Borrower, (iv) for any
      amounts and other expenses incurred by Agent on behalf of Lenders in connection
      with any default by any Lender hereunder or under the other Loan Documents,
      if
      not paid by such Lender, and (v) for any liabilities, obligations, losses,
      damages, penalties, actions, judgments, suits, costs, expenses or disbursements
      of any kind and nature whatsoever which may be imposed on, incurred by or
      asserted against such Agent in any way relating to or arising out of the Loan
      Documents or any other document delivered in connection therewith or the
      transactions contemplated thereby, or the enforcement of any of the terms
      thereof or of any such other documents, provided that no Lender shall be liable
      for any of the foregoing to the extent they arise from the gross negligence
      or
      willful misconduct of Agent.

     

    21.17  Rights
      as a Lender.

     

    With
      respect to its
      Commitment, if any, Agent shall have the same rights, powers and obligations
      hereunder and under any other Loan Document as any Lender and may exercise
      such
      rights and powers as though it were not an Agent, and the term “Lender” or
“Lenders” shall, unless the context otherwise indicates, include such Agent in
      its individual capacities.  The Borrower and each Lender acknowledge
      and agree that Agent and/or its Affiliates may accept deposits from, lend money
      to, hold other investments in, and generally engage in any kind of trust, debt,
      equity or other transaction or have other relationships, in addition to those
      contemplated by this Agreement or any other Loan Document, with Borrower or
      any
      of its Affiliates in which Borrower or such affiliate is not restricted hereby
      from engaging with any other person.

     

    21.18  Lenders’
      Credit Decisions.

     

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

     

    21.19  Notices.

     

    Should
      Agent
      receive any written notice from Borrower, or should the Agent send Borrower
      any  notice, the Agent shall promptly give notice thereof to each
      Lender.

     

    21.20  Successor
      Agent/Removal of Agent.

     

    (a)  Agent
      may resign
      from the performance of all its functions and duties hereunder at any time
      by
      giving at least thirty (30) days prior written notice to Lenders and
      Borrower.  Any such resignation shall take effect on the date set
      forth in such notice or as otherwise provided below.  Such resignation
      by Agent as agent shall not affect its obligations hereunder, if any, as a
      Lender.

     

    (b)  The
      Agent may be
      removed for material breach of its duties under this Agreement or the other
      Loan
      Documents by the Required Lenders.  Additionally, if (other than at
      such time as an Event of Default exists) Agent transfers all or portion of
      its
      interest in the Loan so that Agent ceases to hold at least a $25,000,000.00
      interest in the Loan (minus principal pay-downs), Borrower or the Required
      Lenders may elect to replace Agent.

     

    (c)  Upon
      resignation or
      removal of the Agent, or any successor Agent, the Required Lenders shall appoint
      a successor Agent with the consent of Borrower, which shall not be unreasonably
      withheld, conditioned or delayed (provided that no consent of Borrower shall
      be
      required if an Event of Default then exists).  If no successor Agent
      shall have been so appointed by the Required Lenders, and shall have accepted
      such appointment within thirty (30) days after the retiring Agent’s giving
      notice of resignation, then the retiring Agent may appoint a successor Agent
      with the consent of Borrower, which shall not be unreasonably withheld,
      conditioned or delayed (provided that no consent of Borrower shall be required
      if an Event of Default then exists).  Upon the acceptance of any
      appointment as an Agent hereunder by a successor Agent, such successor Agent
      shall thereupon succeed to and become vested with all the rights, powers,
      privileges and duties of the Agent and the Agent, and the retiring Agent shall
      be discharged from its duties and obligations hereunder and under the other
      Loan
      Documents other than its liability, if any, for duties and obligations accrued
      prior to its retirement.  After any retiring Agent’s resignation or
      removal hereunder as an Agent, the provisions of this Article 21
      shall continue in effect for its benefit in respect of any actions taken or
      omitted to be taken by it while it was acting as an Agent hereunder and under
      the other Loan Documents.

     

    21.21  Modifications
      to Article 21.

     

    Borrower
      acknowledges and agrees that the provisions of this Article 21 are intended
      to govern the relationship among the Lenders and Agent, and the provisions
      of
      this Article 21 may accordingly be modified without Borrower’s consent
      (except for approval rights expressly granted to Borrower herein).

     

    21.22  Titles.

     

    The
      Agent may
      designate any Lender to be a Co-Agent, a “Syndication Agent,” a “Book Manager,”
an “Arranger” or similar title, but such designation shall not confer on such
      Lender or other party any rights or obligations of the Agent.

     

    ARTICLE
      22

     

    


     

    GENERAL
      PROVISIONS

     

    22.1  Captions.

     

    The
      captions and
      headings of various Articles, Sections and subsections of this Agreement and
      Exhibits pertaining hereto are for convenience only and are not to be considered
      as defining or limiting in any way the scope or intent of the provisions hereof
      except with respect to consents and approvals as provided in Section 21.6
      hereof.

     

    22.2  Modification;
      Waiver.

     

    No
      modification,
      waiver, amendment, discharge or change of this Agreement shall be valid unless
      the same is in writing and signed by the party against which the enforcement
      of
      such modification, waiver, amendment, discharge or change is
      sought.

     

    22.3  Governing
      Law.

     

    THIS
      AGREEMENT WAS
      NEGOTIATED IN PART IN THE STATE OF NEW YORK, THE PROCEEDS OF THE LOAN WERE
      DISBURSED FROM THE STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A
      SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION
      EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY
      OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS
      AGREEMENT, THE NOTES AND THE OTHER LOAN DOCUMENTS AND THE OBLIGATIONS ARISING
      HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
      WITH,
      THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED
      IN
      SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS) AND ANY APPLICABLE
      LAW OF THE UNITED STATES OF AMERICA, EXCEPT AS EXPRESSLY SET FORTH IN THE OTHER
      LOAN DOCUMENTS.  TO THE FULLEST EXTENT PERMITTED BY LAW, BORROWER
      HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE
      LAW
      OF ANY OTHER JURISDICTION GOVERNS THIS AGREEMENT, AND THIS AGREEMENT SHALL
      BE
      GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
      PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
      LAW.  NOTWITHSTANDING THE FOREGOING, THE MORTGAGE AND ASSIGNMENT OF
      LEASES SHALL IN ALL RESPECTS BE GOVERNED BY FLORIDA LAW.

     

    22.4  Merger.

     

    This
      Agreement and
      the Loan Documents and instruments delivered in connection herewith constitute
      the entire agreement of the parties with respect to the Project and the Loan,
      and all prior discussions, negotiations and document drafts are merged herein
      and therein.  Neither Lenders nor Agent nor any employee of Lenders or
      Agent has made or is authorized to make any representation or agreement upon
      which Borrower may rely unless such matter is made for the benefit of Borrower
      and is in writing signed by an authorized officer of Lenders or
      Agent.  Borrower agrees that it has not and will not rely on any
      custom or practice of Lenders or Agent, or on any course of dealing with Lenders
      or Agent, in connection with the Loan unless such matters are set forth in
      this
      Agreement or the Loan Documents or in an instrument made for the benefit of
      Borrower and in a writing signed by an authorized officer of Lenders or
      Agent.

     

    22.5  Acquiescence
      Not to Constitute Waiver of Lenders’ Requirements.

     

    Each
      and every
      covenant and condition for the benefit of Lenders contained in this Agreement
      may be waived by Lenders, provided, however, that to the extent that Lenders
      may
      have acquiesced in any noncompliance with any conditions precedent to the
      Opening of the Loan, such acquiescence shall not be deemed to constitute a
      waiver by Lenders of such requirements with respect to any future disbursements
      of Loan proceeds.

     

    22.6  Disclaimer
      by Lenders.

     

    This
      Agreement is
      made for the sole benefit of Borrower and Lenders (and Lenders’ successors and
      permitted assigns), and no other person or persons shall have any benefits,
      rights or remedies under or by reason of this Agreement, or by reason of any
      actions taken by Lenders pursuant to this Agreement.  Lenders shall
      not be liable to any contractors, subcontractors, supplier, laborer, architect,
      engineer, Tenant or other party for labor or services performed or materials
      supplied in connection with the Project.  Lenders shall not be liable
      for any debts or claims accruing in favor of any such parties against Borrower
      or others or against the Project.  Borrower is not and shall not be an
      agent of Lenders for any purposes.  Except as expressly set forth in
      the Loan Documents, Lenders is not and shall not be an agent of Borrower for
      any
      purposes.  Lenders, by making the Loan or taking any action pursuant
      to any of the Loan Documents, shall not be deemed a partner or a joint venturer
      with Borrower or fiduciary of Borrower.  Borrower shall indemnify and
      hold Lenders harmless from and against any and all reasonable expenses of
      defending or settling any such claims or demands and all fees and disbursements
      of legal counsel engaged or employed by Lenders in defending and settling such
      claims or demands resulting from such a construction of the parties and their
      relationship.  Lenders shall not be deemed to be in privity of
      contract with any contractor or provider of services to the Project, nor shall
      any payment of funds directly to a contractor or subcontractor or provider
      of
      services be deemed to create any third-party beneficiary status or recognition
      of same by the Lenders.  Without limiting the generality of the
      foregoing:

     

    (a)  By
      accepting or
      approving anything required to be observed, performed, fulfilled or given to
      Lenders pursuant to the Loan Documents, including any certificate, statement
      of
      profit and loss or other financial statement, survey, appraisal, lease or
      insurance policy, Lenders shall not be deemed to have warranted or represented
      the sufficiency, legality, effectiveness or legal effect of the same, or of
      any
      term, provision or condition thereof, and such acceptance or approval thereof
      shall not constitute a warranty or representation to anyone with respect thereto
      by Lenders;

     

    (b)  Lenders
      neither
      undertake nor assume any responsibility or duty to Borrower to select, review,
      inspect, supervise, pass judgment upon or inform Borrower of any matter in
      connection with the Project;

     

    (c)  Lenders
      owe no duty
      of care to protect Borrower against negligent, faulty, inadequate or defective
      building or construction;

     

    (d)  Lenders
      shall not
      be directly or indirectly liable or responsible for any loss, claim, cause
      of
      action, liability, indebtedness, damage or injury of any kind or character
      to
      any person or property arising from any construction on, or occupancy or use
      of,
      all or any portion of the Project, including, without limitation, any loss,
      claim, cause of action, liability, indebtedness, damage or injury caused by,
      or
      arising from:  (i) any defect in any building, structure,
      grading, fill, landscaping or other improvements thereon or in any on-site
      or
      off-site improvement or other facility therein, thereon or relating thereto;
      (ii) any act or omission of Borrower, any Carveout Guarantor or any of
      Borrower’s agents, employees, independent contractors, licensees or invitees;
      (iii) any accident at the Project or any fire, flood or other casualty or
      hazard thereon; (iv) the failure of Borrower, any of Borrower’s licensees,
      employees, invitees, agents, independent contractors or other representatives
      to
      maintain all or any portion of the Project in a safe condition; and (v) any
      nuisance made or suffered on any part of the Project.

     

    (e)  All
      references in
      this Section 22.6 (and any other disclaimer provisions contained in this
      Agreement) to Lenders shall also be deemed to refer to Agent.

     

    22.7  Partial
      Invalidity; Severability.

     

    If
      any of the
      provisions of this Agreement, or the application thereof to any person, party
      or
      circumstances, shall, to any extent, be invalid or unenforceable, the remainder
      of this Agreement, or the application of such provision or provisions to
      persons, parties or circumstances other than those as to whom or which it is
      held invalid or unenforceable, shall not be affected thereby, and every
      provision of this Agreement shall be valid and enforceable to the fullest extent
      permitted by law.

     

    22.8  Definitions
      Include Amendments.

     

    Definitions
      contained in this Agreement which identify documents, including, but not limited
      to, the Loan Documents, shall be deemed to include all amendments and
      supplements to such documents from the date hereof, and all future amendments
      and supplements thereto entered into from time to time to satisfy the
      requirements of this Agreement or otherwise with the consent of
      Lenders.  Reference to this Agreement contained in any of the
      foregoing documents shall be deemed to include all amendments and supplements
      to
      this Agreement.

     

    22.9  Execution
      in Counterparts.

     

    This
      Agreement may
      be executed in any number of counterparts and by different parties hereto in
      separate counterparts, each of which when so executed shall be deemed to be
      an
      original and all of which taken together shall constitute one and the same
      agreement.

     

    22.10  Entire
      Agreement.

     

    This
      Agreement,
      taken together with all of the other Loan Documents and all certificates and
      other documents delivered by Borrower to Lenders, embody the entire agreement
      and supersede all prior agreements, written or oral, relating to the subject
      matter hereof, except as otherwise expressly provided in any prior written
      agreement.

     

    22.11  Best
      Knowledge Standard.

     

    As
      used herein, the
      term “to the best knowledge” or any similar phrase shall be deemed to include
      the assurance that such knowledge is based upon a commercially reasonable
      investigation.

     

    22.12  Incorporation
      by Reference; Conflict.

     

    This
      Agreement is
      made subject to all the terms, covenants, conditions, obligations, stipulations
      and agreements contained in the Notes and the Mortgage to the same extent and
      effect as if fully set forth herein and made a part of this Agreement; provided,
      however, in the event of a conflict among the terms of this Agreement, the
      Notes
      and the Mortgage, the provisions of this Agreement shall be
      controlling.

     

    22.13  Waiver
      of Damages.

     

    Subject
      to the
      express provisions of the Loan Documents, in no event shall any party hereto
      be
      liable for punitive, exemplary or consequential damages, including, without
      limitation, lost profits, and each party waives all claims for punitive,
      exemplary or consequential damages; provided that nothing herein shall diminish
      Agent’s or Lenders’ rights to sue upon the Notes, Carveout Guaranty, or to
      exercise any other remedy provided for in the Loan Documents.

     

    22.14  Jurisdiction.

     

    TO
      THE GREATEST
      EXTENT PERMITTED BY LAW, BORROWER HEREBY WAIVES ANY AND ALL RIGHTS TO REQUIRE
      MARSHALLING OF ASSETS BY LENDERS.  WITH RESPECT TO ANY SUIT, ACTION OR
      PROCEEDINGS RELATING TO THIS AGREEMENT (EACH, A “PROCEEDING”), BORROWER
      IRREVOCABLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND
      FEDERAL COURTS HAVING JURISDICTION IN THE CITY OF NEW YORK AND STATE OF NEW
      YORK, AND (B) WAIVES ANY OBJECTION WHICH IT MAY HAVE AT ANY TIME TO THE LAYING
      OF VENUE OF ANY PROCEEDING BROUGHT IN ANY SUCH COURT, WAIVES ANY CLAIM THAT
      ANY
      PROCEEDING HAS BEEN BROUGHT IN AN INCONVENIENT FORUM AND FURTHER WAIVES THE
      RIGHT TO OBJECT, WITH RESPECT TO SUCH PROCEEDING, THAT SUCH COURT DOES NOT
      HAVE
      JURISDICTION OVER SUCH PARTY.  NOTHING IN THIS AGREEMENT SHALL
      PRECLUDE LENDERS FROM BRINGING A PROCEEDING IN ANY OTHER JURISDICTION NOR WILL
      THE BRINGING OF A PROCEEDING IN ANY ONE OR MORE JURISDICTIONS PRECLUDE THE
      BRINGING OF A PROCEEDING IN ANY OTHER JURISDICTION.  

     

    22.15  Set-Offs.

     

    (i) From
      time
      to time in connection with the payment of interest due and payable under the
      Notes, and (ii) in all other instances, after the occurrence and during the
      continuance of an Event of Default, Borrower hereby irrevocably authorizes
      and
      directs each Lender from time to time to charge Borrower’s accounts and deposits
      (general or special, time or demand, provisional or final) with any Lender
      (or
      its Affiliates), other than Tenant security accounts, and to pay over to Lenders
      an amount equal to any amounts from time to time due and payable to Lenders
      hereunder, under the Notes or under any other Loan Document.  Borrower
      hereby grants to Lenders a security interest in and to all such accounts and
      deposits maintained by the Borrower with any Lender (or its
      Affiliates).

     

    22.16  Successor
      and Assigns.

     

    Subject
      to
Article 17 and Article 18 of this Agreement, this Agreement shall
      inure to the benefit of and shall be binding on the parties hereto and their
      respective successors and permitted assigns.

     

    ARTICLE
      23

     

    


     

    NOTICES

     

    Any
      notice, demand,
      request or other communication which any party hereto may be required or may
      desire to give hereunder shall be in writing and shall be deemed to have been
      properly given (a) if hand delivered, when delivered; (b) if mailed by United
      States Registered or Certified Mail (postage prepaid, return receipt requested,
      addressed as set forth below) upon receipt or refusal of receipt, or (c) if
      by
      Federal Express or other reliable express courier service, on the next Business
      Day after delivered to such express courier service, addressed as set forth
      below:

     

    
      	
               

            	
              If
                to
                Borrower:

            


    

     

    
      	
               

            	
              Tampa
                Westshore Associates Limited
                Partnership

            


    

     

    
      	
               

            	
              c/o
                The
                Taubman Company LLC

            


    

     

    
      	
               

            	
              200
                East Long
                Lake Road, Suite 300

            


    

     

    
      	
               

            	
              Bloomfield
                Hills, Michigan  48304

            


    

     

    
      	
              Attention:

            	
              Mr.
                Steven E.
                Eder

            


    

     

    
      	
               

            	
              With
                a copy
                to:

            


    

     

    
      	
               

            	
              The
                Taubman
                Company LLC

            


    

     

    
      	
               

            	
              200
                East Long
                Lake Road, Suite 300

            


    

     

    
      	
               

            	
              Bloomfield
                Hills, Michigan  48304

            


    

     

    
      	
              Attention:

            	
              General
                Counsel

            


    

     

    
      	
               

            	
              With
                a copy
                to:

            


    

     

    
      	
               

            	
              Honigman
                Miller Schwartz and Cohn LLP

            


    

     

    
      	
               

            	
              38500
                Woodward Avenue

            


    

     

    
      	
               

            	
              Suite
                100

            


    

     

    
      	
               

            	
              Bloomfield
                Hills, Michigan 48304

            


    

     

    
      	
              Attention:

            	
              Martin
                L.
                Katz, Esq.

            


    

     

    
      	
               

            	
              If
                to Agent
                or Lenders:

            


    

     

    
      	
               

            	
              Eurohypo
                AG,
                New York Branch

            


    

     

    
      	
               

            	
              1114
                Avenue
                of the Americas, 29th Floor

            


    

     

    
      	
               

            	
              New
                York, New
                York  10036

            


    

     

    
      	
              Attention:

            	
              Head
                of
                Portfolio Operations

            


    

     

    
      	
               

            	
              With
                a copy
                to:

            


    

     

    
      	
               

            	
              Eurohypo
                AG,
                New York Branch

            


    

     

    
      	
               

            	
              1114
                Avenue
                of the Americas, 29th Floor

            


    

     

    
      	
               

            	
              New
                York, New
                York  10036

            


    

     

    
      	
              Attention:

            	
              Legal
                Director

            


    

     

    
      	
               

            	
              With
                a copy
                to:

            


    

     

    
      	
               

            	
              Katten
                Muchin
                Rosenman LLP

            


    

     

    
      	
               

            	
              525
                West
                Monroe Street

            


    

     

    
      	
               

            	
              Chicago,
                Illinois  60661

            


    

     

    
      	
              Attention:

            	
              Mark
                C.
                Simon, Esq.

            


    

     

    or
      at such other
      address as the party to be served with notice may have furnished in writing
      to
      the party seeking or desiring to serve notice as a place for the service of
      notice.  Notices to the Lenders shall be delivered to the addresses
      set forth below such Lender’s signature on the signature pages
      hereof.

     

    ARTICLE
      24

     

    


     

    WAIVER
      OF
      JURY TRIAL

     

    TO
      THE EXTENT
      PERMITTED BY APPLICABLE LAW, BORROWER AND LENDERS EACH WAIVE ANY RIGHT TO A
      TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER
      THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS OR RELATING THERETO OR ARISING
      FROM
      THE LENDING RELATIONSHIP WHICH IS THE SUBJECT OF THIS AGREEMENT AND AGREE THAT
      ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE
      A
      JURY.

     

    ARTICLE
      25

     

    


     

    EXCULPATION

     

    25.1  Partner
      Exculpation.

     

    Notwithstanding
      anything hereinabove or in any of the other Loan Documents executed by Borrower
      to the contrary, no Person holding any direct and/or indirect interests in
      Borrower (referred to together with their successors and assigns as
“Constituent Partners”) shall have any liability for any of Borrower’s
      indebtedness, representations, warranties, promises or any other matters
      whatsoever under this Agreement or any of the other Loan Documents and Lenders
      expressly waive and release, on behalf of themselves, and their successors
      and
      assigns, all right to assert any such liability against, or satisfy any claim
      or
      obligation arising thereunder against, any of the Constituent Partners or the
      assets of the Constituent Partners; provided that (i) this limitation on
      liability shall not affect or limit Carveout Guarantor’s liability under or
      enforcement of the Carveout Guaranty or Indemnity or any other obligation
      undertaken in writing by Carveout Guarantor of a recourse nature, (ii) release
      any of the Constituent Partners from any personal liability for its or his
      own
      fraudulent actions or omissions, (iii) constitute a waiver of any obligation
      evidenced or secured by, or contained in, the Loan Documents or affect in any
      way the validity or enforceability of the Loan Documents, or (iv) limit the
      right of Agent and/or Lenders to proceed against or realize upon all or any
      part
      of the Collateral or all or any part of the assets of Borrower (notwithstanding
      that the Constituent Partners might have an ownership interest in the Collateral
      and in Borrower, and, thereby, an interest in the assets of Borrower) or to
      name
      Borrower or, to the extent that the same is required by applicable law as
      determined by a court to be necessary parties in connection with an action
      or
      suit against Borrower or all or any part of the Collateral, any of the
      Constituent Partners, as a party defendant in, and to enforce against all or
      any
      part of the Collateral/or the assets of Borrower, any judgment obtained
      hereunder or any of other Loan Documents with respect to any action or suit
      under the Loan Documents, so long as no judgment shall be taken against the
      Constituent Partners (except to the extent taking a judgment is required by
      applicable law or determined by a court to be necessary to preserve Lenders’
rights against Borrower or all or any part of the Collateral, but not otherwise)
      or shall be enforced against the Constituent Partners, their successors and
      assigns, or their assets.

     

    [No
      further
      text on this page]


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXECUTED
      as of the
      date first set forth above.

     

    
      	
              BORROWER:

            	
              TAMPA
                WESTSHORE ASSOCIATES LIMITEDPARTNERSHIP, a
                Delaware limited partnership

            


    

     

    By:       /s/
      Steven E. Eder

     

    Steven
      E. Eder

     

    Authorized
      Signatory

     

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Counterpart
      Signature Page to Loan Agreement made by and between Tampa Westshore Associates
      Limited Partnership, as Borrower, Eurohypo AG, New York Branch, as Agent, and
      The Lending Institutions Named Herein.

     

    


    


    


    
      	
              AGENT
                AND
                LENDERS:

            	
              EUROHYPO
                AG, NEW YORK BRANCH

            


    

    


    


    By:
      /s/ David
      Sarner                                                                          

    Name:
      David
      Sarner                                                                          

    Title:
      Director                                                                          

    


    


    By:/s/
      Stephen
      Cox                                                                          

    Name:
      Stephen
      Cox                                                                          

    Title:
      Director                                                                          

    


    


    Commitment:  $42,500,000.00

    


    Contact
      information
      is as set forth in Article 23.

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Counterpart
      Signature Page to

    Loan
      Agreement

     

    


    


    
      	
              BANK:

            	
              COMERICA
                BANK

            


    

    


    


    By:
      /s/ Kristine
      L.
      Vigliotti                                                                          

    Name:
      Kristine
      L.
      Vigliotti                                                                          

    Title:
      Vice
      President                                                                          

    


    


    Loan
      Commitment:  $20,000,000.00

    


    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Counterpart
      Signature Page to

    Loan
      Agreement

     

    


    


    
      	
              BANK:

            	
              DEUTSCHE
                HYPOTHEKENBANK
                ACTIEN-GESELLSCHAFT

            


    

    


    


    By:
      /s/ Stefan
      Roggelin                                                                          

    Name:
      Stefan
      Roggelin                                                                          

    Title:
      Authorized
      Officer                                                                          

    


    


    By:
      /s/ Thomas
      Staats                                                                          

    Name:
      Thomas
      Staats                                                                          

    Title:
      Director                                                                          

    


    


    Loan
      Commitment:  $37,500,000.00


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Counterpart
      Signature Page to

    Loan
      Agreement

     

    


    


    
      	
              BANK:

            	
              PB
                (USA) REALTY CORPORATION

            


    

    


    


    By:
      /s/ Michael
      J.
      Rogers                                                                          

    Name:
      Michael J.
      Rogers                                                                          

    Title:
      Asst.
      Vice
      President                                                                          

    


    


    By:
      /s/ Olivia A
      Lam                                                                          

    Name:
      Olivia A
      Lam                                                                          

    Title:
      Assistant
      Treasurer                                                                          

    


    


    Loan
      Commitment:  $42,500,000.00


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Counterpart
      Signature Page to

    Loan
      Agreement

     

    


    


    
      	
              BANK:

            	
              JPMORGAN
                CHASE BANK, N.A.

            


    

    


    


    By:
      /s/ Dennis
      C.
      Jacobs                                                                          

    Name:
      Dennis C.
      Jacobs                                                                          

    Title:
      SVP                                                                          

    


    


    Loan
      Commitment:  $37,500,000.00


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Counterpart
      Signature Page to

    Loan
      Agreement

     

    


    


    
      	
              BANK:

            	
              AIB
                DEBT MANAGEMENT LIMITED

            


    

    


    


    By:
      /s/ Douglas
      S.
      Marron                                                                          

    Name:
      Douglas S.
      Marron                                                                          

    Title:
      Senior
      Vice
      President                                                                          

    


    


    By:
      /s/ Kathryn
      Murdoch                                                                          

    Name:
      Kathryn
      Murdoch                                                                          

    Title:
      Senior
      Vice
      President                                                                          

    


    


    Loan
      Commitment:  $22,500,000.00


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Counterpart
      Signature Page to

    Loan
      Agreement

     

    


    


    
      	
              BANK:

            	
              MIDFIRST
                BANK, a Federally Chartered Savings
                Association

            


    

    


    


    By:
      /s/ Chris
      Reeves                                                                          

    Name:
      Chris
      Reeves                                                                          

    Title:
      Vice
      President                                                                          

    


    


    Loan
      Commitment:  $17,500,000.00


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Counterpart
      Signature Page to

    Loan
      Agreement

     

    


    


    
      	
              BANK:

            	
              CALYON
                NEW YORK BRANCH

            


    

    


    


    By:
      /s/ John A.
      Wain                                                                          

    Name:
      John A.
      Wain                                                                          

    Title:
      Managing
      Director                                                                          

    


    


    By:
      /s/ Paul T.
      Ragusin                                                                          

    Name:
      Paul T.
      Ragusin                                                                          

    Title:
      Director                                                                          

    


    


    Loan
      Commitment:  $30,000,000.00


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Counterpart
      Signature Page to

    Loan
      Agreement

     

    


    


    
      	
              BANK:

            	
              FIFTH
                THIRD BANK, a Michigan Banking
                Corporation

            


    

    


    


    By:
      /s/ Jessica
      E.
      English                                                                          

    Name:
      Jessica E.
      English                                                                          

    Title:
      Relationship
      Manager                                                                          

    


    


    Loan
      Commitment:  $37,500,000.00


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Counterpart
      Signature Page to

    Loan
      Agreement

     

    


    


    
      	
              BANK:

            	
              BAYERISCHE
                LANDESBANK, NEW YORK
                BRANCH

            


    

    


    


    By:
      /s/ Craig
      Heal                                                                          

    Name:
      Craig
      Heal                                                                          

    Title:
      VP                                                                          

    


    


    By:
      /s/ Thorsten
      Macke                                                                          

    Name:
      Thorsten
      Macke                                                                          

    Title:
      Vice
      President                                                                          

    


    


    Loan
      Commitment:  $37,500,000.00

    



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      A

     

    


     

    Legal
      Description of Land

     

    Parcel
      1

    


    A
      portion of the
      Northwest one-quarter (NW1/4) of Section 16, Township 29 South, Range 18 East,
      and the Northeast one-quarter (NE1/4 ) of Section 17, Township 29 South, Range
      18 East, Hillsborough County Florida, lying within and without the Plats of
      West
      Shore Estates as described in Plat Book 17, Page 43, and West Shore Estates
      Replat as described in Plat Book 31, Page 44 of the Public Records of
      Hillsborough County, Florida, being more particularly described as
      follows:

    


    Commence
      at the
      Northwest corner of said Section 16; thence along the Westerly boundary of
      said
      Section 16, South 00 degrees 20 minutes 48 seconds West, for 50.00 feet to
      a
      point of intersection with the former South right-of-way line of vacated
      Columbus Drive and the point of beginning; thence along the former South
      right-of-way line of vacated Columbus Drive South 89 degrees 28 minutes 10
      seconds East, for 468.92 feet to a point of curvature, of a tangent curve
      concave to the Southeast; thence Southwesterly along the arc of said curve,
      to
      the left having a central angle of 45 degrees 57 minutes 10 seconds and a radius
      of 360.00 feet for an arc distance of 288.73 feet to a point of tangency; thence
      South 44 degrees 34 minutes 40 seconds West, a distance of 53.48 feet to a
      point
      of curvature of tangent curve concave to the East; thence Southerly along the
      arc of said curve to the left having a central angle of 80 degrees 37 minutes
      52
      seconds and a radius of 30.00 feet for an arc distance of 42.22 feet to a point
      of reverse curvature of a tangent curve concave to the Southwest; thence
      Southeasterly along the arc of said curve to the right having a central angle
      of
      36 degrees 24 minutes 56 seconds and a radius of 400.00 feet for an arc distance
      of 254.23 feet to a point of tangency; thence South 00 degrees 21 minutes 44
      seconds West, a distance of 299.85 feet to a point of curvature of a tangent
      curve concave to the Northeast; thence Southeasterly along the arc of said
      curve
      to the left, having a central angle of 90 degrees 00 minutes 00 seconds and
      a
      radius of 30.00 feet for an arc distance of 47.12 feet to a point of tangency;
      thence South 89 degrees 38 minutes 16 seconds East, a distance of 5.47 feet
      to a
      point of curvature of a tangent curve concave to the Southwest; thence
      Southeasterly along the arc of said curve to the right, having a central angle
      of 39 degrees 09 minutes 41 seconds and a radius of 554.00 feet for an arc
      distance of 378.66 feet to a point of tangency; thence South 50 degrees 28
      minutes 34 seconds East, a distance of 165.11 feet; thence South 39 degrees
      31
      minutes 26 seconds West, a distance of 108.00 feet; thence North 50 degrees
      28
      minutes 34 seconds West, a distance of 165.11 feet to a point of curvature
      of a
      tangent curve concave to the Southwest; thence Northwesterly along the arc
      of
      said curve to the left, having a central angle of 39 degrees 09 minutes 41
      seconds and a radius of 446.00 feet for an arc distance of 304.84 feet to a
      point of tangency; thence North 89 degrees 38 minutes 16 seconds West, a
      distance of 5.47 feet to a point of curvature of a tangent curve concave to
      the
      Southeast; thence Southwesterly along the arc of said curve to the left, having
      a central angle of 90 degrees 00 minutes 00 seconds and a radius of 30.00 feet
      for an arc distance of 47.12 feet to a point of tangency; thence South 00
      degrees 21 minutes 44 seconds West, a distance of 60.95 feet to a point of
      curvature of a tangent curve to the Northwest; thence Southwesterly along the
      arc of said curve to the right, having a central angle of 39 degrees 09 minutes
      42 seconds and a radius of 411.00 feet for an arc distance of 280.92 feet to
      a
      point of tangency; thence South 39 degrees 31 minutes 26 seconds West, a
      distance of 227.59 feet; thence South 48 degrees 58 minutes 48 seconds East,
      a
      distance of 324.62 feet; thence South 39 degrees 31 minutes 26 seconds West
      for
      203.34 feet to the point of curvature of a curve concave to the Northwest;
      thence continue Southwesterly along the arc of said curve to the right, having
      a
      central angle of 51 degrees 42 minutes 45 seconds and a radius of 1809.86 feet
      for an arc distance of 1633.50 feet to a point of tangency; thence North 88
      degrees 45 minutes 50 seconds West, a distance of 287.74 feet; thence North
      01
      degrees 46 minutes 20 seconds East, a distance of 489.36 feet to a point on
      the
      arc of a

    non-tangent
      curve
      concave to the Northeast, a radial line of said  curve through said
      point having a bearing of South 07 degrees 02 minutes 22 seconds West; thence
      Northwesterly along the arc of said curve to the right, having a central angle
      of 28 degrees 19 minutes 41 seconds and a radius of 630.00 feet for an arc
      distance of 311.48 feet to a point on the arc of a non-tangent curve concave
      to
      the Southeast, a radial line of said curve through said point having a bearing
      of North 59 degrees 24 minutes 25 seconds West; thence Southwesterly along
      the
      arc of said curve to the left, having a central angle of 28 degrees 49 minutes
      15 seconds and a radius of 446.00 feet for an arc distance of 224.35 feet to
      point on a non-tangent line; thence North 88 degrees 13 minutes 40 seconds
      West
      along the radial extension of the last described curve a distance of 14.00
      feet
      to a point on the former East right-of-way line of vacated Westshore Boulevard;
      thence along the former right-of-way line the following 7 courses; North 01
      degrees 46 minutes 20 seconds East, for 171.56 feet to the point of curvature
      of
      a curve concave to the West; thence Northwesterly along the arc of said curve
      to
      the left having a central angle of 01 degrees 18 minutes 00 seconds and a radius
      of 22,958.32 feet for an arc distance of 520.91 feet to a point of tangency;
      thence North 00 degrees 28 minutes 20 seconds East, for 83.85 feet; thence
      South
      89 degrees 31 minutes 40 seconds East, for 24.68 feet; thence North 00 degrees
      26 minutes 16 seconds East 116.50 feet; thence North 89 degrees 31 minutes
      40
      seconds West, for 24.61 feet; thence North 00 degrees 28 minutes 20 seconds
      East
      for 1,170.64 feet to a point of intersection with the former South right-of-way
      line of said vacated Columbus Drive; thence along the former right-of-way line
      of vacated Columbus Drive South 88 degrees 48 minutes 30 seconds East, for
      1925.86 feet to a point of intersection with the Easterly boundary of said
      Section 17, said point being the point of beginning.

    


    PARCEL
      E

    


    A
      portion of the
      Northeast 1/4 of SECTION 17, TOWNSHIP 29 SOUTH, RANGE 18 EAST, Hillsborough
      County, Florida, lying within the Plat of WEST SHORE ESTATES as described and
      recorded in Plat Book 17, Page 43 of the Public Records of Hillsborough County,
      Florida, being more particularly described as follows:

    


    Commence
      at the
      Northwest corner of Section 16, Township 29 South, Range 18 East; thence along
      the Westerly boundary of said Section 16, South 00°20'48" West, for 50.00 feet
      to a point of intersection with the former South right-of-way line of vacated
      Columbus Drive; thence along the former South right-of-way line of vacated
      Columbus Drive South 89°28'10" East 1582.37 feet; thence along the South
      right-of-way line of Columbus Drive the following 2 courses: thence South
      00°31'50" West, for 6.06 feet to a point on a curve concave to the Southwest;
      thence Easterly along the arc of said curve, having a radius of 536.59 feet,
      a
      central angle of 21°27'53", an arc length of 201.02 feet and a chord bearing
      South 78°44'13" East for 199.85 feet to a point of intersection with the
      Northwesterly right-of-way line of Boy Scout Boulevard, said point being on
      a
      curve concave to the Southeast; thence along said right-of-way line the
      following 5 courses; thence Southwesterly along the arc of said curve having
      a
      radius of  2009.86 feet, central angle of 25°40'03", an arc length of
      900.38 feet, and a chord bearing South 52°21'27" West, for 892.87 feet; thence
      South 39°31'26" West, for 1496.78 feet to the point of curvature of a curve
      concave to the Northwest; thence Southwesterly along the arc of said curve,
      having a radius of 1809.86 feet, a central angle of 51°42'45", an arc length of
      1633.50 feet and a chord bearing South 65°22'49" West, for 1578.61 feet; thence
      North 88°45'49" West, a distance of 287.74 feet to the Point of Beginning;
      thence continue North 88°45'49" West, for 329.94 feet to a point on the East
      right-of-way line of Westshore Boulevard; thence along said right-of-way line
      of
      the following two courses; thence North 01°14'31" East for 50.00 feet; thence
      North 88°45'49" West, for 29.34 feet to a point on a curve concave to the East;
      thence along the former East right-of-way line of vacated Westshore Boulevard
      the following 2 courses: thence Northerly along the arc of said curve having
      a
      radius of 22,878.32 feet, a central angle of 00°16'41", an arc length of 111.03
      feet and a chord bearing North 01°38'00" East, for 111.03 feet; thence North
      01°46'20" East, for 219.26 feet; thence South 88°13'40" East, a distance of
      14.00 feet to a point on the arc of a non-tangent curve concave to the Southeast
      a radial line of said curve through said point having a bearing of North
      88°13'40" West; thence Northeasterly along the arc of said curve to the right
      ,
      having a central angle of 28°49'15" and a radius of 446.00 feet for an arc
      distance of 224.35 feet to a point on the arc of non-tangent curve concave
      to
      the Northeast, a radial of 630.00 feet for an arc distance of 311.48 feet to
      a
      point on a non-tangent line; thence South 01°46'20" West, a distance of 489.36
      feet to the Point of Beginning.

    


    


    Parcel
      2

    


    Non-exclusive
      easements for the benefit of the above Parcels, as recited in Article VI of
      that
      certain Amended and Restated Development, Use and Reciprocal Easement Agreement
      recorded in Official Records Book 9227, page 556, of the Public Records of
      Hillsborough County, Florida and modified by First Amendment recorded in
      Official Records Book 10372, page 1 and Second Amendment recorded in Official
      Records Book 10372, page 7 and further modified by Release of Liens recorded
      in
      Official Records Book 10372, page 26 and modified by Release of Easement Rights
      recorded in Official Records Book 16455, page 336 and Release of Easement Rights
      recorded in Official Records Book 17689, Page 1895, of the Public Records of
      Hillsborough County, Florida.

    


    Parcel
      3

    


    Non-exclusive
      access easements for the benefit of Parcel 1, as recited in Paragraph 6 of
      that
      certain Shopping Center Lease dated September 10, 1998, recorded in Official
      Records Book 9242, page 1058, and as recorded in Official Records Book 9535,
      page 1 of the Public Records of Hillsborough County, Florida including, but
      not
      limited to, the following:

    


    i)   Non-exclusive
      use of the access road located on the property now owned
      by  Hillsborough County Aviation Authority and which runs within two
      hundred (200) feet of the western boundary line of the Restated Lease Premises
      and runs to the terminal complex;

    ii)   Non-exclusive
      easements over and across those portions of Westshore Boulevard and Columbus
      Drive which are adjacent to the Restated Leased Premises and which are now
      owned
      by the Hillsborough County Aviation Authority.

    


    Parcel
      4

    


    Non-exclusive
      easements for the benefit
      of Parcel 1, created in that certain Construction, Operation and Reciprocal
      Easement Agreement by and between Tampa Westshore Associates Limited
      Partnership, The Neiman Marcus Group, Inc., The May Department Stores Company,
      Mercantile Properties, Inc., The Joslin Dry Goods Company, and Nordstrom, Inc.
      dated as of November 1, 1999, recorded November 16, 1999 in Official Records
      Book 9922, page 1459, of the Public Records of Hillsborough County, Florida
      and
      amended by First Amendment to Construction, Operation and Reciprocal Easement
      Agreement recorded in Official Records Book 10753, Page
      500.    

    


    



    
      
                    

         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      B

     

    


     

    Schedule
      of Tenant Defaults

     

    Space
      Number                                                      Occupant
      Name                                                                Default

    


    FC209                                                      Haagen
      Dazs                                                                Monetary
      Default:

    Non-payment
      of rent and charges

    (approx.
      5 months outstanding) -
      $106,866

    


    K102                                                      Haagen
      Dazs                                                                Monetary
      Default:

    Non-payment
      of rent and charges

    (approx.
      2 months outstanding) -
      $11,004

    


    B209                                                      Pizza
      Roma
      Ristorante                                                                Non-Monetary
      Default:

    Italiano                                                      Unapproved
      signage and lighting in

    store
      front; tenant in bankruptcy

    



    
      
          

         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      C

     

    


     

    REA

     

    Construction,
      Operation and Reciprocal Easement Agreement by and between Tampa Westshore
      Associates Limited Partnership, The Neiman Marcus Group, Inc., The May
      Department Stores Company, Mercantile Properties, Inc., The Joslin Dry Goods
      Company and Nordstrom, Inc. dated as of November 1, 1999 recorded November
      16,
      1999 in Official Records Book 9922, page 1459, Florida and Agreements for
      Recognition of Operating Agreement and Non-Disturbance and Attornment under
      Leases dated as of November 1, 1999 and recorded November 16, 1999 in Official
      Records Book 9922, page 1627, Official Records Book 9922, page 1638, Official
      Records Book 9922, page 1648 and Official Records Book 9922, page 1660, and
      Assignment and Assumption of Agreement to Lease, Construction and Operation
      and
      Reciprocal Easement Agreement, Supplemental Agreement and Collateral Agreement
      recorded in Official Records Book 10753, page 492 and First Amendment to
      Construction, Operation and Reciprocal Easement Agreement recorded in Official
      Records Book 10753, page 500 of the Public Records of Hillsborough County,
      Florida and Second Amendment to Construction, Operation and Reciprocal Agreement
      recorded in Official Records Book 12519, Page 254 and supplemented by Assignment
      and Assumption of Operating Agreements recorded in Official Records Book 14091,
      Page 599.

     

    



    
      
             

         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      D

     

    


     

    Permitted
      Exceptions

     

    
      	
              1.  

            	
              Taxes
                and
                assessments for the year 2008 and subsequent years, a lien not yet
                due and
                payable.

            


    

    


    
      	
              2.  

            	
              Easement
                in
                favor of Tampa Electric Company, a Florida corporation contained
                in
                instruments dated June 1, 1989, recorded July 26, 1989 in Official
                Records
                Book 5746, page 886 and re-recorded September 5, 1989 in Official
                Records
                Book 5777, page 931, and in instruments recorded July 26, 1989 in
                Official
                Records Book 5746, page 878 and re-recorded September 5, 1989 in
                Official
                Records Book 5777, page 923 of the Public Records of Hillsborough
                County,
                Florida.

            


    

    


    
      	
              3.  

            	
              Telephone
                Distribution Easement in favor of GTE Florida Incorporated, a Florida
                corporation contained in instruments dated August 25, 1989, recorded
                December 20, 1989 in Official Records Book 5859, page 641 and in
                Official
                Records Book 5859, page 646 of the Public records of Hillsborough
                County,
                Florida.

            


    

    


    
      	
              4.  

            	
              Terms,
                conditions and provisions as contained in the Amended and Restated
                Development, Use and Reciprocal Easement Agreement, dated September
                3,
                1998, recorded September 9, 1998 in Official Records Book 9227, page
                556,
                and modified by First Amendment recorded in Official Records Book
                10372,
                page 1 and by Second Amendment recorded in Official Records Book
                10372,
                page 7 and further modified by releases of Liens recorded in Official
                Records Book 10372, page 26, of the Public Records of Hillsborough
                County,
                Florida and Release of Easement Rights recorded in Official Records
                Book
                16455, Page 336 and Release of Easement Rights recorded in Official
                Records Book 17689, Page 1895, of the Public Records of Hillsborough
                County, Florida, and further modified by Third Amendment to Amended
                and
                Restated Development, Use and Reciprocal Easement Agreement recorded
                in
                Official Records Book _____, Page ____, of the Public Records of
                Hillsborough County, Florida.

            


    

    


    
      	
              5.  

            	
              Easement
                Deed
                in favor of the City of Tampa recorded in Official Records Book 10329,
                page 1058, of the Public Records of Hillsborough County,
                Florida.

            


    

    


    
      	
              6.  

            	
              Any
                rights,
                easements, interests or claims which may exist by reason of, or reflected
                by, the following facts shown on the survey prepared by Atwell-Hicks,
                dated October 30, 2007 and last revised November 15, 2007, being
                Job No.
                07001131.10:

            


    

    


    
      	
              a.  

            	
              Encroachment
                of curbing and parking spaces into Mall Ring Road. (as to Parcel
                1)

            


    

     

    
      	
              b.  

            	
              Encroachment
                of curbing into Columbus Drive along the North boundary of subject
                property. (as to Parcel 1)

            


    

     

    
      	
              c.  

            	
              Encroachment
                of hedge row and concrete flumes into 60' Drainage Easement along
                South
                boundary of subject property. (as to Parcel
                E)

            


    

     

    
      	
              d.  

            	
              Encroachment
                of trees into 50' Utility Easement located in Southerly portion of
                subject
                property. (as to Parcel E)

            


    

     

    
      	
              e.  

            	
              Encroachment
                of asphalt pavement into TECO and GTE Easements located in Northwesterly
                portion of subject property. (as to Parcel
                E)

            


    

     

    
      	
              f.  

            	
              Encroachment
                of asphalt pavement, brush/tree and concrete walk into 20' Utility
                Easement located in Northwesterly portion of subject property. (as
                to
                Parcel E)

            


    

     

    
      	
              g.  

            	
              Existence
                of
                60' Drainage Easement used by FDOT along the Southern 60 feet of
                Subject
                property. (as to Parcel E)

            


    

     

    
      	
              h.  

            	
              Encroachment
                of concrete walks and trees into 25' Utility Easement along North
                boundary
                of subject property. (as to Parcel
                E)

            


    

     

    


    THE
      FOLLOWING
      EXCEPTIONS APPLY TO PARCEL 1 ONLY:

    


    
      	
              7.  

            	
              Terms,
                conditions, reservations, provisions, restrictions and other matters
                as
                contained in Quit Claim Deed, recorded February 2, 1948 in Deed Book
                1469,
                page 412, excluding from this exception however, those provisions
                appearing in the paragraph numbered as Paragraph (4) on Page 417
                thereof;
                and excluding from this exception the operation, enforcement, or
                attempted
                enforcement of the terms, conditions, reservations, provisions,
                restrictions and other matters as contained in the paragraph numbered
                as
                Paragraph (1) on Page 417 and continuing on Page 418 thereof by reason
                of
                the use of the insured property as a trade center or International
                trade
                center, office, hotel, motel and conference center (whether with
                or
                without convention facilities), retail (sales of goods and merchandise
                and
                the provision of services or shopping, shopping center (whether regional
                retail or otherwise), other general business or commercial activities,
                or
                any other uses which are related to or compatible with any of the
                foregoing (including, without limitation, entertainment, restaurant,
                theatre, health club, and other uses and purposes), as all such terms
                are
                generally understood and interpreted in general commercial real estate
                practices now or hereafter, from time to time pursuant to Declaration
                recorded in Official Records Book 6695, Page 81 and the terms, conditions,
                reservations, provisions, restrictions and other matters as contained
                in
                the Supplemental Quit Claim Deed recorded in Deed Book 1510, page
                45
                excluding from this exception, however, those provisions appearing
                in the
                paragraph numbered as Paragraph (3) on Page 51 thereof; and excluding
                from
                this exception the operation, enforcement, or attempted enforcement
                of the
                terms, conditions, reservations, provisions, restrictions and other
                matters as contained in the paragraph numbered as Paragraph (1) on
                Page 54
                thereof by reason of the use of the insured property as a trade center
                or
                international trade center, office, hotel, motel and conference center
                (whether with or without convention facilities), retail (sales of
                goods
                and merchandise and the provision of services) or shopping, shopping
                center (whether regional retail or otherwise), other general business
                or
                commercial activities, or any other uses which are related to or
                compatible with any foregoing (including, without limitation,
                entertainment, restaurant, theater, health club, and other uses and
                purposes), as all such terms are generally understood and interpreted
                in
                general commercial real estate practices now or hereafter, from time
                to
                time pursuant to Declaration recorded in Official Records Book 6695,
                Page
                81 and to the extent that said paragraphs are incorporated by reference
                in
                that Supplemental Quit Claim Deed recorded in Deed Book 1535, Page
                224 and
                as corrected by Correctional Supplemental Quit Claim Deed recorded
                in Deed
                Book 1744, Page 22 of the Public Records of Hillsborough County,
                Florida.

            


    

    


    
      	
              8.  

            	
              Terms,
                conditions, reservations, provisions, restrictions and other matters
                as
                contained in Quit Claim Deed recorded in Official Records Book 2219,
                page
                765 of the Public Records of Hillsborough County,
                Florida

            


    

    


    
      	
              9.  

            	
              Terms,
                conditions, reservations, provisions, restrictions and other matters
                as
                contained in Release recorded in Deed Book 1743, page 148 of the
                Public
                Records of Hillsborough County,
                Florida.

            


    

    


    
      	
              10.  

            	
              Terms,
                conditions, easements, provisions and other matters as contained
                in the
                Pipeline License Agreement, recorded May 16, 1984 in Official Records
                Book
                4336, 1115, together with the Amendment to Pipeline License Agreement
                recorded April 15, 1988, as recorded in Official Records Book 5382,
                page
                552 and the Fuel Pipeline Easement and Agreement recorded April 15,
                1988
                in Official Records Book 5382, page 559, and Assignment of Easement
                recorded in Official Records Book 10372, page 208, of the Public
                Records
                of Hillsborough County.

            


    

    


    
      	
              11.  

            	
              Approval
                and
                Mitigation Agreement as contained in the instrument recorded July
                17, 1998
                in Official Records Book 9140, page 1349 and re-recorded September
                2, 1998
                in Official Records Book 9217, page 1656, and assigned by assignment
                recorded in Official Records Book 9217, page 1656, and assigned by
                Assignment recorded in Official Records Book 11586, page 565, of
                the
                Public records of Hillsborough County,
                Florida.

            


    

    


    
      	
              12.  

            	
              Terms,
                conditions and provisions of that certain Shopping Center Lease,
                dated
                September 10, 1998, recorded September 17, 1998 by and between
                Hillsborough County Aviation Authority and Tampa Westshore Associates
                Limited Partnership in Official Records Book 9242, page 1058, and
                recorded
                March 19, 1999 in Official Records Book 9535, page 1, and First Amendment
                to Lease recorded in Official Records Book 10958, page 1851, of the
                Public
                Records of Hillsborough County,
                Florida.

            


    

    


    
      	
              13.  

            	
              Terms,
                conditions, provisions and easements as contained in Construction,
                Operation and Reciprocal Easement Agreement by and between Tampa
                Westshore
                Associates Limited Partnership, The Neiman Marcus Group, Inc., The
                May
                Department Stores Company, Mercantile Properties, Inc., The Joslin
                Dry
                Goods Company and Nordstrom, Inc. dated as of November 1, 1999 recorded
                November 16, 1999 in Official Records Book 9922, page 1459, Florida
                and
                Agreements for Recognition of Operating Agreement and Non-Disturbance
                and
                Attornment under Leases dated as of November 1, 1999 and recorded
                November
                16, 1999 in Official Records Book 9922, page 1627, Official Records
                Book
                9922, page 1638, Official Records Book 9922, page 1648 and Official
                Records Book 9922, page 1660, and Assignment and Assumption of Agreement
                to Lease, Construction and Operation and Reciprocal Easement Agreement,
                Supplemental Agreement and Collateral Agreement recorded in Official
                Records Book 10753, page 492 and First Amendment to Construction,
                Operation and Reciprocal Easement Agreement recorded in Official
                Records
                Book 10753, page 500 of the Public Records of Hillsborough County,
                Florida
                and Second Amendment to Construction, Operation and Reciprocal Agreement
                recorded in Official Records Book 12519, Page 254 and supplemented
                by
                Assignment and Assumption of Operating Agreements recorded in Official
                Records Book 14091, Page 599.

            


    

    


    
      	
              14.  

            	
              Supplemental
                Agreement dated as of November 1, 1999, by and between Tampa Westshore
                Associates Limited Partnership and The May Company department Stores
                Company a memorandum of which is recorded November 16, 1999 in Official
                Records Book 9922, page 1611 of the Public Records of Hillsborough
                County,
                Florida.

            


    

    


    
      	
              15.  

            	
              Rights
                of
                tenant, as tenant only with no options to purchase or rights of first
                refusal to purchase under Land Sublease from Tampa Westshore Associates
                Limited Partnership to The Neiman Marcus Group, Inc., dated November
                1,
                1999, a memorandum of which is recorded November 16, 1999 in Official
                Records Book 9922, page 1452, of the Public Records of Hillsborough
                County, Florida.

            


    

    


    
      	
              16.  

            	
              Rights
                of
                tenant, as tenant only with no options to purchase or rights of first
                refusal to purchase under Land Sublease from Tampa Westshore Associates
                Limited Partnership to Nordstrom, Inc., dated as November 1, 1999,
                a
                memorandum of which is recorded November 16, 1999 in Official Records
                Book
                9922, page 1441 of the Public Records of Hillsborough County,
                Florida.

            


    

    


    
      	
              17.  

            	
              Easement
                Deed
                in favor of the City of Tampa recorded in Official Records Book 10329,
                page 1084, of the Public Records of Hillsborough County,
                Florida.

            


    

    


    
      	
              18.  

            	
              Easement
                Deed
                in favor of the City of Tampa recorded in Official Records Book 10329,
                page 1109, of the Public Records of Hillsborough County,
                Florida.

            


    

    


    
      	
              19.  

            	
              Rights
                of
                tenant, as tenant only with no options to purchase or rights of first
                refusal to purchase under Memorandum of Land Sublease between Tampa
                Westshore Associates Limited Partnership, a Delaware limited partnership
                and Mersco Realty Co., Inc., an Ohio corporation recorded in Official
                Records Book 10753, page 531 of the Public Records of Hillsborough
                County,
                Florida.

            


    

    


    
      	
              20.  

            	
              Rights
                of
                tenant, as tenant only with no options to purchase or rights of first
                refusal to purchase under Memorandum of Lease by and between Tampa
                Westshore Associates Limited Partnership, a Delaware limited partnership
                and the Cheesecake Factory Restaurants, Inc., a California corporation
                recorded in Official Records Book 11022, page 1620, of the Public
                Records
                of Hillsborough County, Florida.

            


    

    


    
      	
              21.  

            	
              Communication
                Easements in favor of Verizon Florida inc., a Florida corporation
                recorded
                in Official Records Book 10585, page 810 and Official Records Book
                10585,
                page 825 of the Public Records of Hillsborough County,
                Florida

            


    

    


    
      	
              22.  

            	
              Rights
                of
                tenants, as tenants only, with no options to purchase or rights of
                first
                refusal to purchase as disclosed on current certified rent
                roll.

            


    

    


    THE
      FOLLOWING
      EXCEPTIONS APPLY TO PARCEL E ONLY:

    


     

    
      	
              23.  

            	
              Terms
                and
                conditions of that certain Lease by and between Hillsborough County
                Aviation Authority and Concorde Companies, a Florida general partnership,
                recorded in Official Records Book 10942, page 686, as amended by
                First
                Amendment to Lease recorded April 20, 2007, in Official Records Book
                17689, page 1891; and as thereafter assigned to IP Land Associates
                LLC, a
                Delaware limited liability company by that certain Ground Lease Assignment
                by and between Concorde Companies, a Florida general partnership,
                as
                Assignor, and IP Land Associates LLC, a Delaware limited liability
                company, as Assignee, dated April 20, 2007, recorded April 20, 2007,
                in
                Official Records Book 17689, page 1931; thereafter re-recorded April
                23,
                2007, in Official Records Book 17692, page
                1077.

            


    

     

     

    
      	
              24.  

            	
              Terms
                and
                conditions of that certain Agreement Concerning Development Rights
                between
                IP Land Associates LLC, a Delaware limited liability company and
                Concorde
                Companies, a Florida general partnership, dated April 20, 2007, recorded
                April 20, 2007, in Official Records Book17689, page
                1941.

            


    

     

     

    
      	
              25.  

            	
              Ordinance
                No.
                88-412 recorded in Official Records Book 5577, Page 486, as to easement
                area.

            


    

     

     

    
      	
              26.  

            	
              Agreement
                in
                favor of the City of Tampa recorded in Official Records Book 5593,
                Page
                1076, as to easement area.

            


    

     

     

    
      	
              27.  

            	
              Agreement
                in
                favor of the City of Tampa recorded in Official Records Book 5603,
                Page
                926, as to easement area.

            


    

     

     

    
      	
              28.  

            	
              Declaration
                of Covenants, conditions and restrictions of the Concorde Corporate
                Park
                recorded in Official Records Books 9230, Page 1103, as to leasehold
                area;
                thereafter amended by that certain  First Amendment to
                Declaration of Covenants and Restrictions of the Concorde Corporate
                Park,
                dated April 20, 2007, recorded April 20, 2007, in Official Records
                Book
                17689, page 1899; thereafter Certificate of Approval Of The Design
                Review
                Committee dated April 20, 2007, recorded April 20, 2007, in Official
                Records Book 17689, page 1951.

            


    

     

     

    
      	
              29.  

            	
              Lease
                by and
                between Tampa Westshore Associates Limited Partnership and CNL Tampa
                International Hotel Partnership L.P. as evidenced by Memorandum of
                Land
                Sublease dated April 9, 2003 and recorded April 10, 2003 in Official
                Records Book 12519, page 301 and supplemented by Agreement Concerning
                Development Rights dated April 9, 2003 recorded April 10, 2003 in
                Official
                Records Book 12519, Page 330.

            


    

     

    



    
      
          

         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      E

     

    


     

    Intentionally
      Deleted

     


    
      
         

         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      F

     

    


     

    Special
      Purpose Entity Requirements

     

    Special
      Purpose
      Entity shall mean a corporation, partnership or limited liability company which
      at all times on and after the date hereof:

     

    (a)           is
      organized solely for the purpose of (i) acquiring, developing, owning, holding,
      selling, leasing, transferring, exchanging, managing and operating the Land,
      entering into this Agreement with the Agent, refinancing the Land in connection
      with a permitted repayment or defeasance of the Loan, and transacting lawful
      business that is incident, necessary and appropriate to accomplish the
      foregoing, or (ii) acting as a general partner or managing member, as the case
      may be, of Borrower;

     

    (b)           is
      not engaged and will not engage in any business unrelated to (i) the purposes
      set forth in (a) above, or (ii) acting as a general partner or managing member,
      as the case may be, of Borrower;

     

    (c)           does
      not have and will not have any assets other than those related to the Land
      or
      its interest in Borrower;

     

    (d)           has
      not engaged, sought or consented to and will not engage in, seek or consent
      to
      any dissolution, winding up, liquidation, consolidation, merger, sale of all
      or
      substantially all of its assets (except as otherwise permitted herein or unless
      there has been a defeasance of the Loan);

     

    (e)           the
      organizational documents of each Special Purpose Entity shall contain such
      restrictions on transfers of interests therein consistent with this
      Agreement;

     

    (f)           the
      organizational documents of each Special Purpose Entity shall contain
      restrictions on the modification and amendment of such organizational documents
      comparable to those contained in the organizational documents of Borrower on
      the
      date hereof;

     

    (g)           if
      such entity is a general partnership, each general partner is a Special Purpose
      Entity;

     

    (h)           if
      any such entity is a limited partnership, it has at least one general partner,
      which is a Special Purpose Entity;

     

    (i)           if
      any such entity is a corporation, it has at least two Independent Directors
      (as
      such term is defined below), and it has not caused or allowed and will not
      cause
      or allow the board of directors of such entity to take any action requiring
      the
      unanimous affirmative vote of 100% of the members of its board of directors
      unless both Independent Directors shall have participated in such vote and
      if
      such corporation is intended to serve as the Special Purpose Entity of another
      entity, such corporation owns not less than one (1%) percent of the equity
      of
      such other entity;

     

    (j)           if
      such entity is a limited liability company with more than one member, it has
      at
      least one member that is a Special Purpose Entity and that owns at least one
      percent (1%) of the limited liability company;

     

    (k)           if
      such entity is a limited liability company with only one member, is a limited
      liability company organized in the State of Delaware that has (i) an operating
      agreement that requires at least two Independent Managers (as such term is
      defined below) be appointed and does not allow Borrower to take any action
      resulting in the dissolution, merger, liquidation, consolidation or bankruptcy
      of Borrower unless two Independent Managers shall have participated in such
      vote
      and (iii) an operating agreement that requires at least one springing member
      that will become the member of such entity upon there being no other member
      of
      such entity;

     

    (l)           if
      such entity is (i) a limited liability company, has articles of organization,
      a
      certificate of formation and/or an operating agreement, as applicable, (ii)
      a
      limited partnership, has a limited partnership agreement, or (iii) a
      corporation, has a certificate of incorporation or articles of incorporation
      that, in each case, provide that such entity will not: (A) dissolve, merge,
      liquidate, consolidate; (B) engage in any other business activity, or amend
      its
      organizational documents with respect to the matters set forth in this
      definition; or (C) without the affirmative vote of both Independent Directors
      or
      Independent Mangers, as the case may be, and of all other directors or managers
      of the corporation or other entity as the case may be (that is such entity
      or
      the general partner or managing or co-managing member of such entity), file
      a
      bankruptcy or insolvency petition or otherwise institute insolvency proceedings
      with respect to itself or to any other entity in which it has a direct or
      indirect legal or beneficial ownership interest;

     

    (m)           pays
      its debts and liabilities (including, as applicable, shared personnel and
      overhead expenses) from its assets as the same become due, and is maintaining
      adequate capital in light of its contemplated business operations;

     

    (n)           will
      take all reasonable actions to correct any known misunderstanding regarding
      the
      separate identity of such entity;

     

    (o)           has
      maintained and will maintain its bank accounts, books and records separate
      from
      any other Person and will file its own tax returns, except to the extent that
      it
      is a corporation or a limited liability company which files or will file
      consolidated tax returns with another corporation or a wholly-owned subsidiary
      that files its tax returns with its parent entity;

     

    (p)           of
      any other Person; has not commingled and will not commingle its funds or assets
      with those

     

    (q)           has
      maintained and will maintain its own financial statements;

     

    (r)           has
      paid and will pay its own liabilities and expenses, including the salaries
      of
      its own employees, if any, out of its own funds and assets, and has maintained
      and will maintain a sufficient number of employees in light of its contemplated
      business operations or retain a property manager, as applicable;

     

    (s)           has
      observed and will observe all partnership, corporate or limited liability
      company formalities, as applicable;

     

    (t)           has
      and will have no Indebtedness other than (i) the Loan, and (ii) such other
      Indebtedness that are not otherwise prohibited pursuant to this
      Agreement;

     

    (u)           has
      not and will not guarantee or become obligated for the debts of any other Person
      or hold out its credit or assets as being available for the benefit or to
      satisfy the obligations of any other Person except as permitted pursuant to
      this
      Agreement;

     

    (v)           has
      not and will not acquire obligations or securities of its partners, members
      or
      shareholders or any other Affiliate;

     

    (w)           has
      allocated and will allocate fairly and reasonably any overhead expenses that
      are
      shared with any Affiliate, including, but not limited to, paying for shared
      office space and services performed by any employee of an
      Affiliate;

     

    (x)           maintains
      and uses and will maintain and use separate stationery, invoices and
      checks;

     

    (y)           has
      held itself out and identified itself and will hold itself out and identify
      itself as a separate and distinct entity under its own name or in a name
      franchised or licensed to it by an entity other than an Affiliate of Borrower
      and not as a division or part of any other Person, except for services rendered
      by Manager under the Management Agreement, so long as Manager holds itself
      out
      as an agent of Borrower;

     

    (z)           has
      not made and will not make loans to any Person or hold evidence of indebtedness
      issued by any other Person or entity (other than cash and investment-grade
      securities);

     

    (aa)           has
      not entered into or been a party to, and will not enter into or be a party
      to,
      any transaction with its partners, members, shareholders or Affiliates except
      those which are commercially reasonable;

     

    (bb)           has
      not and will not have any obligation to, and will not, indemnify its partners,
      officers, directors or members, as the case may be, other than an
      indemnification of the Independent Directors, Independent Managers or the
      Springing Limited Partner, or has such an obligation that is fully subordinated
      to the Loan;

     

    (cc)           has
      complied with all of the terms and provisions contained in its organizational
      documents; the statement of facts, if any,’ contained in its organizational
      documents are true and correct;

     

    (dd)           if
      such entity is a limited partnership, the limited partnership agreement required
      the remaining partners to continue the partnership as long as one solvent
      general partner exists;

     

    (ee)           if
      such entity is a limited liability company with only one member, (1) its
      articles of organization, certificate of formation and/or operating agreement,
      as applicable, provide that the vote of a “springing member” is sufficient to
      continue the life of the limited liability company in the event of a termination
      event; and (2) if the vote of the “springing member” is not obtained to continue
      the life of the limited liability company upon a termination event, its articles
      of organization, certificate of formation and/or operating agreement as
      applicable, provide that the limited liability company may not liquidate
      collateral without the consent of Lender, except as otherwise permitted in
      the
      Loan Documents; and

     

    (ff)           if
      such entity is a corporation, it shall consider the interests of its creditors
      in connection with all corporate actions.

     

    “Independent
      Director” and “Independent Manager” means a Person who is not and
      will not be while serving and for the prior five (5) years has not been (i)
      a
      member, partner, manager (other than an “Independent Manager” of the applicable
      Person), employee, attorney, or counsel of Borrower or its Affiliates, (ii)
      a
      creditor, customer, supplier or other Person who derives any of its purchases
      or
      revenues from its activities with Borrower or its Affiliates (other than
      revenues received for serving as an Independent Director or Independent Manager
      or corporate services), or (iii) a member of the immediate family of any member,
      partner, manager, employee, attorney, customer, supplier or other Person
      referred to above or (iv) a Person controlling or under the common control
      of
      anyone listed in (i) – (iii).  For purposes of this paragraph only,
“Affiliate” of any specified Person means any other Person
      directly or indirectly controlling or controlled by, or under direct or indirect
      common control with, such specified Person.  For the purposes of this
      definition only, an Affiliate of a Person includes, without limitation, (i)
      any
      officer or director of such Person, and (ii) any record or beneficial owner
      of
      more than 10% of any class of ownership interests of such Person.  For
      purposes of this definition only, “control” of any Person means
      the power to direct the management and policies of such Person, directly or
      indirectly, whether through the ownership of ownership interest, by contract
      or
      otherwise, and the terms “controlling” and “controlled” have meanings
      correlative to the foregoing.  A Person that otherwise satisfies the
      foregoing shall not be disqualified from serving as an Independent Manager
      or an
      Independent Director, as the case may be, solely because such individual is
      at
      the time of initial appointment, or at any time while serving as an Independent
      Manager or an Independent Director, as the case may be, an Independent Director,
      an Independent Manager or Springing Limited Partner of a “Special Purpose
      Entity” affiliated with Borrower or an Affiliate of Borrower provided that such
      Person is provided by a nationally recognized company that provides professional
      independent directors or independent managers and corporate
      services.

     

    “Springing
      Limited Partner” means together, the individuals listed on signature page to
      that certain Third Amendment to Amended and Restated Agreement of Limited
      Partnership of Tampa Westshore Associates Limited Partnership, a Delaware
      limited partnership dated as of January 1, 2008, by and among T-I REIT, Inc.,
      a
      Delaware corporation, CSAT, L.P., a Delaware limited partnership, and
      International Plaza Holding Company, LLC, a Delaware limited liability
      company.

     

    


     

    



    
      
          

         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      G

     

    


     

    Assignment
      and Assumption

     

    This
      ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”)
      is dated as of this _____ day of __________________, _____, and is made by
      and
      between(“Assignor”) and (“Assignee”).

     

    PRELIMINARY
      STATEMENT

     

    Assignor
      is a party
      to that certain Loan Agreement dated as of _______________, 2008, (the Loan
      Agreement, as the same may be amended, supplemented, restated or otherwise
      modified from time to time shall be referred to herein as the “Loan
      Agreement”), among Tampa Westshore Associates Limited Partnership
      (“Borrower”), Eurohypo AG, New York Branch, as Agent and the banks named
      therein (collectively, “Lenders”).  Pursuant to the Loan
      Agreement, Lenders agreed to make a loan of up to Three Hundred Twenty-Five
      Million Dollars ($325,000,000) (the “Loan”) to Borrower to refinance the
      existing indebtedness encumbering International Plaza (the
“Project”).  Assignee desires to purchase from Assignor an
      undivided interest in the Loan under the terms and conditions set forth
      herein.  Capitalized terms used herein and not otherwise defined
      herein shall have the meanings ascribed to such terms in the Loan
      Agreement.

     

    AGREEMENT

     

    Assignor
      and
      Assignee, in consideration of the matters described in the foregoing Preliminary
      Statement, which are incorporated herein, and in consideration of the mutual
      covenants and agreements and provisions herein contained, and for other good
      and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, do hereby covenant and agree as follows:

     

    1.           Assignment
      and Assumption.  Assignor hereby sells and assigns to the
      Assignee, and the Assignee hereby purchases and assumes from the Assignor,
      an
      undivided interest in and to the Loan and the Loan Documents and Assignor’s
      rights and obligations thereunder, which interest shall equal a percentage
      of
      _______________% and a corresponding Commitment in the maximum amount of
      $_______________, such that after giving effect to this assignment (i) the
      Assignee shall hold a Percentage of the Loan equal to _______________% and
      a
      Commitment in the maximum amount of $_______________, together with the
      outstanding rights and obligations under the Loan Agreement and the other Loan
      Documents in connection with such Commitment, and (ii) Assignor shall hold
      a
      Percentage of the Loan equal to _______________% and a Commitment in the maximum
      amount of $_______________.

     

    2.           Effective
      Date.  The effective date of this Agreement (the “Effective
      Date”) shall be ____________________, ______, which shall be no earlier than
      three (3) Business Days prior to receipt by the Agent of a fully executed copy
      of this Agreement.  As of the Effective Date, (i) the Assignee shall
      have the rights and obligations of a Lender under the Loan Documents with
      respect to the rights and obligations assigned to the Assignee hereunder, the
      assumption of such obligations by Assignee inuring to the direct benefit of
      Borrower, and (ii) the Assignor shall relinquish its rights and be released
      from
      its corresponding obligations under the Loan Documents with respect to the
      rights and obligations assigned to the Assignee hereunder.

     

    3.           Payment
      Obligations.  On the Effective Date the Assignee shall pay to
      Assignor the outstanding principal balance in respect of the interest purchased
      hereunder.  Accrued and unpaid interest shall be prorated when
      received from the Borrower.  The Assignee shall advance funds directly
      to the Agent with respect to all advances and reimbursement payments to be
      made
      on or after the Effective Date with respect to the interest assigned
      hereby.  Assignee shall not be entitled to any interest or fees, of
      any nature, paid by the Borrower to Assignor pursuant to the Loan Agreement
      and
      the other Loan Documents or otherwise owed to Assignor prior to the Effective
      Date, except for $_______________.

     

    4.           Representations
      of the Assignor; Limitations on the Assignor’s Liability.  The
      Assignor represents and warrants that (a) it is the legal and beneficial owner
      of the interest being assigned by it hereunder and (b) that such interest is
      free and clear of any adverse pledge, security interest, claim or other lien
      or
      encumbrance.  It is understood and agreed that the assignment and
      assumption hereunder are made without recourse to the Assignor and that the
      Assignor makes no other representation or warranty of any kind to the
      Assignee.  Neither the Assignor, nor any of its officers, directors,
      employees, agents or attorneys shall be responsible for (i) the due execution,
      legality, validity, enforceability, genuineness, sufficiency or collectability
      of any Loan Document, including without limitation, documents granting the
      Assignor and the other Lenders a security interest in assets of the Borrower
      or
      any guarantor, (ii) any representation, warranty or statement made in or in
      connection with any of the Loan Documents, (iii) the financial condition or
      creditworthiness of the Borrower, (iv) the performance of or compliance with
      any
      of the terms or provisions of any of the Loan Documents, (v) inspecting any
      of
      the property, books or records of the Borrower, (vi) the validity,
      enforceability, perfection, priority, condition, value or sufficiency of any
      collateral securing or purporting to secure the Loan, or (vii) any mistake,
      error of judgment, or action taken or omitted to be taken in connection with
      the
      Loan or the Loan Documents.  This Section shall survive the assignment
      of the interest assigned herein.

     

    5.           Representations
      and Covenants of the Assignee.  The Assignee (i) confirms that it
      has received a copy of the Loan Agreement, together with copies of such
      financial statements, Loan Documents and other documents and information as
      it
      has deemed appropriate to make its own credit analysis and decision to enter
      into this Agreement, (ii) agrees that it will, independently and without
      reliance upon 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, (iii) appoints and authorizes the Agent to take such action on its
      behalf and to exercise such powers under the Loan Documents as are delegated
      to
      the Agent by the terms thereof, together with such powers as are reasonably
      incidental thereto, (iv) agrees for the benefit of Borrower and the other
      Lenders that 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, (v) agrees that its payment instructions and notice
      instructions are as set forth in Exhibit 1, (vi) confirms that none of
      the funds, monies, assets or other consideration being used to make the purchase
      and assumption hereunder are “plan assets” as defined under ERISA and that its
      rights, benefits and interests in and under the Loan Documents will not be
“plan
      assets” under ERISA, and (vii) attaches the forms prescribed by the Internal
      Revenue Service of the United States certifying that the Assignee is entitled
      to
      receive payments under the Loan Documents without deduction or withholding
      of
      any United States federal income taxes.

     

    6.           Subsequent
      Assignments.  After the Effective Date, the Assignee shall have
      the right pursuant to Article 17 of the Loan Agreement to assign the
      rights which are assigned to the Assignee, provided that any such subsequent
      assignment does not violate any of the terms and conditions of the Loan
      Documents or any law, rule, regulation, order, writ, judgment, injunction or
      decree and that any consent required under the terms of the Loan Documents
      has
      been obtained.

     

    8.           Entire
      Agreement.  This Agreement embodies the entire agreement and
      understanding between the parties hereto and supersedes all prior agreements
      and
      understandings between the parties hereto relating to the subject matter
      hereof.

     

    9.           Governing
      Law.  This Agreement shall be governed by the internal law, and
      not the law of conflicts, of the State of New York.

     

    10.           Notices.  Notices
      shall be given under this Agreement in the manner set forth in the Loan
      Agreement.

     

    


     

    [remainder
      of
      page intentionally left blank]

     

    IN
      WITNESS WHEREOF, the
      parties hereto have executed this Agreement by their duly authorized officers
      as
      of the date first above written.

     

    
      	
              ASSIGNOR:

            	 	 


    

     

    By:                                                                           

     

    Name:                                                                           

     

    Title:                                                                           

    


     

    


     

    ASSIGNEE:                                                                           

    


     

    By:                                                                           

     

    Name:                                                                           

     

    Title:                                                                           

     

    
      	
              CONSENTED
                TO:

            	
              EUROHYPO
                AG, NEW YORK BRANCH

            


    

    


    


    By:                                                                           

     

    Name:

     

    
      	
               

            	
              Title:

            


    

    


    


    By:                                                                           

     

    Name:

     

    
      	
               

            	
              Title:

            


    

    


    


    [ADD
      BORROWER CONSENT IF REQUIRED]


    
      
           

         

      

      
         

        
          

        

      

      
         

      

    


    EXHIBIT
      H

     

    


     

    Borrower’s
      Organizational Chart

     

    [See
      Attached]