FIRST
AMENDMENT TO REVOLVING LOAN agreement
AND OTHER LOAN DOCUMENTS THIS FIRST AMENDMENT
TO REVOLVING LOAN AGREEMENT AND
OTHER LOAN DOCUMENTS(this “Amendment”)
made as of the 15th day of January, 2013, by and amongPHILLIPS
EDISON – ARC SHOPPING CENTER OPERATING PARTNERSHIP, L.P., a
Delaware limited partnership (“Borrower”),PHILLIPS EDISON –ARC
SHOPPING CENTER REIT INC., a Maryland corporation (“REIT”),PHILLIPS
EDISON SHOPPING CENTER OP GP LLC, a Delaware limited liability company (“General
Partner”), the parties executing below as Subsidiary Guarantors (the “Subsidiary
Guarantors”; REIT, General Partner and the Subsidiary Guarantors,
collectively the “Guarantors”),KEYBANK NATIONAL ASSOCIATION, a
national banking association (“KeyBank”),THE OTHER LENDERS WHICH ARE
SIGNATORIES HERETO(KeyBank and the other lenders which are signatories
hereto, collectively, the “Lenders”), andKEYBANK NATIONAL
ASSOCIATION, a national banking association, as Administrative Agent for
the Lenders (the “Administrative Agent”). W
I T N E S S E T H: WHEREAS, Borrower, Administrative Agent and KeyBank entered
into that certain Revolving Loan Agreement dated as of December 21, 2012
(the “Credit Agreement”); and WHEREAS, Borrower has requested that the amount of the credit
facility provided under the Credit Agreement be increased; and WHEREAS, the Administrative Agent and the Lenders have agreed
to such increase subject to the execution and delivery by Borrower and
Guarantors of this Amendment. NOW, THEREFORE, for and in consideration of the sum of TEN and
NO/100 DOLLARS ($10.00), and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto do hereby
covenant and agree as follows: 1.Definitions.  All the terms used herein which are not otherwise
defined herein shall have the meanings set forth in the Credit Agreement. 2.Modification of the Credit
Agreement.  Borrower, the Lenders and
Administrative Agent do hereby modify and amend the Credit Agreement as
follows: (a)By deleting in their entirety the
definitions of “Adjusted Mortgaged Property NOI”, “Borrowing Base Acquisition
Value Limit”, “Commitment Amount”, “Letter of Credit Sublimit”, “Revolving
Credit Loans” and “Swing Loan Commitment” appearing in Section 1.1 of the Credit
Agreement, and inserting in lieu thereof the following: “Adjusted Mortgaged Property NOI” shall mean
Property NOI for the immediately preceding four (4) fiscal quarters, net of
capital expenditure reserves of $0.15 per square foot, for Real Estate Assets which
are Mortgaged Properties.  For the purposes of calculation of Adjusted
Mortgaged Property NOI for any


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Mortgaged Property not
owned and operated by the Borrower or a Subsidiary Guarantor for four (4) full
fiscal quarters and with respect to which there is an Appraisal approved by
Administrative Agent, the Adjusted Mortgaged Property NOI shall be calculated
using the net operating income for the first (1st) four (4) fiscal
quarters of Borrower’s or such Subsidiary Guarantor’s ownership of such asset
as set forth in the Appraisal for such Mortgaged Property approved by
Administrative Agent, net of capital expenditure reserves of $0.15 per square
foot for such Mortgaged Property. “Borrowing Base Acquisition Value Limit” means
for Eligible Real Estate owned by a Subsidiary Guarantor included in the
Borrowing Base, which Eligible Real Estate is not subject to a Mortgage but as
to which all of the Equity Interests of Borrower, directly or indirectly, in
such Subsidiary Guarantor have been pledged pursuant to the Pledge Agreement
and as to which the Borrower or such Subsidiary Guarantor is not yet required
pursuant to subsection (y) ofSchedule 12.3to deliver to Administrative
Agent a Mortgage and the other items described in subsection (y) ofSchedule
12.3(each such property is referred to in this definition as a “Pledged
Property”), the amount which is fifty-five percent (55%) of the sum of the
Acquisition Value of each such Pledged Property; provided that in no event
shall the Borrowing Base Acquisition Value Limit at any time exceed an amount
equal to twenty-five percent (25%) of the sum of (1) the aggregate Appraised
Values of each Mortgaged Property subject to a Mortgage as most recently
determined under this Agreement plus (2) the aggregate Acquisition Value of the
Pledged Properties. “Commitment Amount” means the amount set forth
as such for each Lender onSchedule 1.1hereof, which in the
aggregate as of January 15, 2013 equals $88,000,000.00.  The Commitment Amount
may be increased as provided inSection 2.14. “Letter of Credit Sublimit” means the sum of
$8,800,000.00, as the same may be changed from time to time in accordance with
the terms of this Agreement. “Revolving Credit Loan or Loans” means an
individual Revolving Credit Loan or the aggregate Revolving Credit Loans, as
the case may be, in the maximum principal amount of $88,000,000.00 (subject to
increase as provided inSection 2.14) to be made by the Lenders
hereunder as more particularly described inSection 2.1.  Without
limiting the foregoing, Revolving Credit Loans shall also include Revolving
Credit Loans made pursuant toSection 2.6(f). “Swing Loan Commitment” means the sum of
$8,800,000.00, as the same may be changed from time to time in accordance with
the terms of this Agreement. (b)By deleting in its entirety
Schedule 1.1 attached to the Credit Agreement, and inserting in lieu
thereofSchedule 1.1attached hereto; and 2


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(c)Any references to Notes in the
Security Documents attached to the Credit Agreement as Exhibits shall be deemed
to be conformed to refer to the Notes issued under the Credit Agreement, as
amended by this Amendment. (d)The form of covenant compliance
worksheet attached to the Compliance Certificate shall be deleted andSchedule 2to this Amendment shall be inserted in lieu thereof. 3.Amendment of Cash Collateral
Agreement.  Borrower, Subsidiary
Guarantors and Administrative Agent do hereby modify and amend the Cash
Collateral Agreement by deleting in its entirety the first (1st) “WHEREAS”
clause, appearing on page 1 thereof, and inserting in lieu thereof the
following: “WHEREAS, pursuant to
that certain Revolving Loan Agreement dated December 21, 2012 by and among
Borrower, KeyBank, the Lenders from time to time party thereto and Agent (as
the same may be varied, extended, supplemented, consolidated, amended,
replaced, renewed, increased, modified or restated, the “Loan Agreement”), the
Lenders have agreed to provide a revolving credit facility to Borrower in the
amount of $88,000,000.00, increasable to $250,000,000.00 as provided in the Loan
Agreement (the “Loans”), which Loans are evidenced by those certain Notes made
by Borrower to the order of the Lenders (such Notes, and any other note as may
be issued under the Loan Agreement, as the same may be varied, extended,
supplemented, consolidated, amended, replaced, renewed, modified or restated,
hereinafter referred to collectively as the “Note”); and” Amendment of
Indemnity Agreement.  Borrower,
Guarantors and the Administrative Agent do hereby modify and amend the
Indemnity Agreement by deleting in their entirety the first (1st) and third
(3rd) “WHEREAS” paragraphs of the Indemnity Agreement, appearing on pages 1 and
2 thereof, and inserting in lieu thereof the following: 4.“WHEREAS, the Borrower and
Additional Guarantors are the owners or lessees with respect to “Mortgaged
Properties” more particularly described in the Credit Agreement, and the “Land”
shall include the real property described therein (the Land, together with all
improvements now or hereafter located in, on or under the Land, collectively,
the “Property”); WHEREAS, the Lenders have agreed to provide to
Borrower a revolving credit loan facility in the amount of up to $88,000,000.00
pursuant to the Credit Agreement, which facility may be increased to up to
$250,000,000.00 pursuant to Section 2.14 of the Credit Agreement (the “Loan”),
and which Loan is evidenced by, among other things, those certain Revolving
Promissory Notes made by Borrower to the order of the Lenders in the aggregate
principal face amount of $88,000,000.00 and that certain Swing Loan Note made
by Borrower to the order of KeyBank in the amount of the Swing Loan Commitment
(together with all amendments, modifications, replacements, consolidations,
increases, supplements and extensions thereof, collectively, the “Note”) and
secured by, among other things, the Mortgages on the Property;” 5.Amendment of Guaranty.  Administrative Agent and Guarantors do hereby
modify and amend each Guaranty to which such Guarantor is a party as follows: 3


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(a)By deleting in its entirety Recital A
of the Guaranty, appearing on page 1 thereof, and inserting in lieu thereof the
following: “A.    Pursuant to the terms of that certain Revolving
Loan Agreement between Phillips Edison- ARC Shopping Center Operating
Partnership, L.P., a Delaware limited partnership (the “Borrower”),
Administrative Agent and the Lenders now or hereafter a party thereto dated
December 21, 2012 (the “Loan Agreement”), the Lenders have agreed to
make a revolving loan and other financial accommodations to the Borrower in the
principal sum of EIGHTY EIGHT MILLION AND 00/100 DOLLARS ($88,000,000.00),
increasable to TWO HUNDRED FIFTY MILLION AND 00/100 DOLLARS ($250,000,000.00)
as provided in the Loan Agreement (the “Facility”) for the purposes
specified in the Loan Agreement.  All capitalized terms not otherwise defined
herein shall have the meaning ascribed thereto in the Loan Agreement.” (b)By deleting in its entirety
Section 1(a) of each Guaranty, and inserting in lieu thereof the following: “(a)   the full and prompt payment when due, whether
by acceleration or otherwise, either before or after maturity thereof, of the
Revolving Promissory Notes made by the Borrower to the order of the Lenders in
the aggregate principal face amount of Eighty Eight Million and No/100 Dollars
($88,000,000.00), the Swing Loan Note made by the Borrower to the order of the
Swing Loan Lender in the principal face amount of Eight Million Eight Hundred
Thousand and No/100 Dollars ($8,800,000.00), together with interest as provided
in such Notes and together with any replacements, supplements, renewals,
modifications, consolidations, restatements, increases and extensions thereof;
and” 6.Commitments. (a)Borrower and Guarantors hereby
acknowledge and agree that as of the effective date of this Amendment and
following satisfaction of all conditions thereto as provided herein, the amount
of each Lender’s Commitment Amount shall be the amount set forth on Schedule
1.1 attached hereto.  In connection with the increase, Bank of America, N.A.
(the “New Lender”) shall be issued a Revolving Promissory Note in the principal
face amount of its Commitment Amount, which will be a “Revolving Promissory
Note” under the Credit Agreement, and New Lender shall be a Lender under the
Credit Agreement.  KeyBank shall be issued a replacement Revolving Promissory
Note in the amount of its Commitment Amount, and KeyBank will promptly return
to Borrower its existing Revolving Promissory Note in the principal face amount
of $40,000,000.00 marked “Replaced”. (b)Borrower and Guarantors hereby
acknowledge and agree that as of the effective date of this Amendment and
following satisfaction of all conditions thereto as provided herein, the Swing
Loan Commitment shall be increased from $4,000,000.00 to $8,800,000.00.  In
connection with the increase of the Swing Loan Commitment, KeyBank shall be
issued a replacement Swing Loan Note in the principal face amount of
$8,800,000.00 (the “Replacement Swing Loan Note”), and upon acceptance of the
Replacement Swing Loan Note by KeyBank it 4


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will be the
“Swing Loan Note” under the Credit Agreement.  KeyBank will promptly return to
Borrower the existing Swing Loan Note in the principal face amount of
$4,000,000.00 marked “Replaced”. (c)By its signature below, New
Lender, subject to the terms and conditions hereof, hereby agrees to perform
all obligations with respect to its respective Commitment Amount and otherwise
under the Credit Agreement as if New Lender were an original Lender under and
signatory to the Credit Agreement having a Commitment Amount, as set forth
above, equal to its respective Commitment Amount, which obligations shall
include, but shall not be limited to, the obligation to make Revolving Credit
Loans to the Borrower with respect to its Commitment Amount as required by the
Credit Agreement, the obligation to pay amounts due in respect of Swing Loans
as set forth in the Credit Agreement, the obligation to pay amounts due in
respect of draws under Letters of Credit as required under the Credit
Agreement, and in any case the obligation to indemnify the Administrative Agent
as provided therein.  Without limiting the foregoing, New Lender makes and
confirms to the Administrative Agent and the other Lenders all of the
representations, warranties and covenants of a Lender under Article 11 of
the Credit Agreement.  Further, New Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent, or on any
affiliate or subsidiary thereof or any other Lender and based on the financial
statements supplied by the Borrower and such other documents and information as
it has deemed appropriate, made its own credit analysis and decision to become
a Lender under the Credit Agreement.  Except as expressly provided in the
Credit Agreement, the Administrative Agent shall have no duty or responsibility
whatsoever, either initially or on a continuing basis, to provide any New
Lender with any credit or other information with respect to the Borrower or
Guarantors or to notify any New Lender of any Potential Default or Default.  No
New Lender has relied on the Administrative Agent as to any legal or factual
matter in connection therewith or in connection with the transactions
contemplated thereunder.  New Lender (i) represents and warrants as to itself
that it is legally authorized to, and has full power and authority to, enter
into this agreement and perform its obligations under this agreement; (2)
confirms that it has received copies of such documents and information as it
has deemed appropriate to make its own credit analysis and decision to enter
into this agreement; (3) agrees that it has and will, independently and without
reliance upon any Lender or the Administrative Agent and based upon such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in evaluating the Revolving Credit Loans, the
Loan Documents, the creditworthiness of the Borrower and the Guarantors and the
value of the Collateral and other assets of the Borrower and the Guarantors,
and taking or not taking action under the Loan Documents; (4) appoints and
authorizes the Administrative Agent to take such action as agent on its behalf
and to exercise such powers as are reasonably incidental thereto pursuant to
the terms of the Loan Documents; and (5) agrees that, by this agreement, it has
become a party to and will perform in accordance with their terms all the
obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender.  New Lender acknowledges and confirms that its
address for notices is as set forth on the signature pages hereto. (d)On the effective date of this
Amendment the outstanding principal balance of the Revolving Credit Loans shall
be reallocated among the Lenders such that the outstanding principal amount of
Revolving Credit Loans owed to each Lender shall be equal to such Lender’s Pro
Rata Share of the outstanding principal amount of all Revolving Credit Loans. 
The 5


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participation interests of the Lenders in Swing
Loans and Letters of Credit shall be similarly adjusted.  Each of those Lenders
whose Pro Rata Share is increasing shall advance the funds to the
Administrative Agent and the funds so advanced shall be distributed among the
Lenders whose Pro Rata Share is decreasing as necessary to accomplish the
required reallocation of the outstanding Revolving Credit Loans. 7.References to Amended Documents.  All references in the Loan Documents to the Credit
Agreement, the Cash Collateral Agreement, the Indemnity Agreement, the Guaranty
or any other Loan Document amended in connection with this Amendment shall be
deemed a reference to the Credit Agreement, the Cash Collateral Agreement, the
Indemnity Agreement, the Guaranty and such other Loan Documents as modified and
amended herein or therein.  Any references in the Fee Letter to the amount of
the Loans shall be deemed to be a reference to Loans of up to $88,000,000.00,
increasable to up to $250,000,000.00. 8.Acknowledgment of Borrower and
Guarantors.  Borrower and Guarantors
hereby acknowledge, represent and agree that the Loan Documents, as modified
and amended herein or in connection with this Amendment, remain in full force
and effect and constitute the valid and legally binding obligation of Borrower
and Guarantors, as applicable, enforceable against Borrower and Guarantors in accordance
with their respective terms, and that the execution and delivery of this
Amendment and any other documents in connection herewith does not constitute,
and shall not be deemed to constitute, a release, waiver or satisfaction of
Borrower’s or any Guarantor’s obligations under the Loan Documents. 9.Representations and Warranties.  Borrower and Guarantors represent and warrant to
Administrative Agent and the Lenders as follows: (a)Authorization.  The execution, delivery and performance of this
Amendment and any other documents in connection herewith and the transactions
contemplated hereby and thereby (i) are within the authority of Borrower and
Guarantors, (ii) have been duly authorized by all necessary proceedings on the
part of the Borrower and Guarantors, (iii) do not and will not conflict with or
result in any breach or contravention of any provision of law, statute, rule or
regulation to which any of the Borrower or Guarantors is subject or any
judgment, order, writ, injunction, license or permit applicable to any of the
Borrower or Guarantors, (iv) do not and will not conflict with or constitute a
default (whether with the passage of time or the giving of notice, or both)
under any provision of the partnership agreement or certificate, certificate of
formation, operating agreement, articles of incorporation or other charter
documents or bylaws of, or any mortgage, indenture, agreement, contract or
other instrument binding upon, any of the Borrower or Guarantors or any of
their respective properties or to which any of the Borrower or Guarantors is
subject, and (v) do not and will not result in or require the imposition
of any lien or other encumbrance on any of the properties, assets or rights of
any of the Borrower or Guarantors. (b)Enforceability.  The execution and delivery of this Amendment and
any other documents in connection herewith are valid and legally binding
obligations of Borrower and Guarantors enforceable in accordance with the
respective terms and provisions hereof and thereof, except as enforceability is
limited by bankruptcy, insolvency, reorganization, moratorium or other laws
relating to or affecting generally the enforcement of creditors’ rights and the
effect of general principles of equity.


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(c)Approvals.  The execution, delivery and performance of this
Amendment and any other documents in connection herewith and the transactions
contemplated hereby do not require the approval or consent of any Person or the
authorization, consent, approval of or any license or permit issued by, or any
filing or registration with, or the giving of any notice to, any court,
department, board, commission or other governmental agency or authority other
than those already obtained. (d)Reaffirmation.  Borrower and Guarantors reaffirm and restate as of
the date hereof each and every representation and warranty made by the Borrower
and Guarantors and their respective Subsidiaries in the Loan Documents or
otherwise made by or on behalf of such Persons in connection therewith except
for representations or warranties that expressly relate to an earlier date. 10.No Default.  By execution hereof, the Borrower and Guarantors
certify that as of the date of this Amendment and immediately after giving
effect to this Amendment, no Default or Potential Default has occurred and is
continuing. 11.Waiver of Claims.  Borrower and Guarantors acknowledge, represent and
agree that none of such Persons has any defenses, setoffs, claims,
counterclaims or causes of action of any kind or nature whatsoever arising on
or before the date hereof with respect to the Loan Documents, the
administration or funding of the Loan or the Letters of Credit or with respect
to any acts or omissions of Administrative Agent or any Lender, or any past or
present officers, agents or employees of Administrative Agent or any Lender
pursuant to or relating to the Loan Documents, and each of such Persons does
hereby expressly waive, release and relinquish any and all such defenses,
setoffs, claims, counterclaims and causes of action arising on or before the
date hereof, if any. 12.Ratification.  Except as hereinabove set forth, all terms,
covenants and provisions of the Credit Agreement, the Cash Collateral
Agreement, the Indemnity Agreement, the Guaranty and any other Loan Documents
amended in connection herewith remain unaltered and in full force and effect,
and the parties hereto do hereby expressly ratify and confirm the Loan
Documents as modified and amended herein and therein.  Guarantors hereby
consent to the terms of this Amendment and ratify each Guaranty.  Nothing in this
Amendment or any other document delivered in connection herewith shall be
deemed or construed to constitute, and there has not otherwise occurred, a
novation, cancellation, satisfaction, release, extinguishment or substitution
of the indebtedness evidenced by the Notes or the other obligations of Borrower
and Guarantors under the Loan Documents. 13.Effective Date.  This Amendment shall be deemed effective and in
full force and effect as of the date hereof upon the satisfaction of the
following conditions: (a)the execution and delivery of this
Amendment by Borrower, Guarantor, Administrative Agent and all of the Lenders; (b)An opinion of counsel to the
Borrower and the Guarantors addressed to the Administrative Agent and the
Lenders covering such matters as the Administrative Agent may reasonably
request; 7


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(c)A Revolving Promissory Note duly
executed by the Borrower in favor of New Lender and KeyBank in the amount set
forth next to such Lender’s name onSchedule 1.1attached hereto; (d)A Swing Loan Note duly executed by
the Borrower in favor of KeyBank in the amount of the new Swing Loan
Commitment; (e)Evidence that the Borrower shall
have paid all fees due and payable with respect to this Amendment; and (f)Such other resolutions,
certificates, documents, instruments and agreements as the Administrative Agent
may reasonably request. The Borrower will pay the reasonable
fees and expenses of Administrative Agent in connection with this Amendment. 14.Amendment as Loan Document.  This Amendment shall constitute a Loan Document. 15.Counterparts.  This Amendment may be executed in any number of
counterparts which shall together constitute but one and the same agreement. 16.Titled Agents.  Bank of America, N.A. shall be the syndication
agent. 17.MISCELLANEOUS.  THIS AMENDMENT SHALL, PURSUANT TO NEW YORK GENERAL
OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.  This Amendment shall be binding upon and
shall inure to the benefit of the parties hereto and their respective permitted
successors, successors-in-title and assigns as provided in the Credit
Agreement.  [Signatures Begin On Next
Page]   8


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IN WITNESS WHEREOF, the parties hereto have hereto set their hands and
affixed their seals as of the day and year first above written. BORROWER: PHILLIPS
EDISON ARC – SHOPPING CENTER OPERATING PARTNERSHIP, L.P., a Delaware limited partnership By:PHILLIPS EDISON SHOPPING 
CENTER OP GP LLC,a Delaware limited 
liability company, its General Partner By:/s/ Richard J. Smith_______________Richard J. Smith, Vice President  REIT:  PHILLIPS
EDISON ARC – SHOPPING CENTER REIT INC.,
a Maryland corporation By:/s/ Richard J. Smith_______________Richard J. Smith, Vice President  GENERAL PARTNER:  PHILLIPS
EDISON SHOPPING CENTER OP GP LLC, a
Delaware limited liability company By:/s/ Richard J. Smith_______________Richard J. Smith, Vice President  [Signatures Continued On
Next Page] 9


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SUBSIDIARY GUARANTORS:  HERON
CREEK STATION LLC, a Delaware limited
liability company By:/s/ Richard J. Smith_______________Richard J. Smith, Vice President  QUARTZ
HILL STATION LLC,
a Delaware limited liability company By:/s/ Richard J. Smith_______________Richard J. Smith, Vice President  VILLAGE
ONE STATION LLC,
a Delaware limited liability company By:/s/ Richard J. Smith_______________Richard J. Smith, Vice President  HILFIKER
STATION LLC,
a Delaware limited liability company By:/s/ Richard J. Smith_______________Richard J. Smith, Vice President  [Signatures Continued On
Next Page] 10


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BUTLER CREEK STATION LLC,
a Delaware limited liability company By:/s/ Richard J. Smith_______________Richard J. Smith, Vice President  FAIRVIEW
OAKS STATION LLC,
a Delaware limited liability company By:/s/ Richard J. Smith_______________Richard J. Smith, Vice President  GRASSLAND
CROSSING STATION LLC,
a Delaware limited liability company By:/s/ Richard J. Smith_______________Richard J. Smith, Vice President  HAMILTON
RIDGE STATION LLC,
a Delaware limited liability company By:/s/ Richard J. Smith_______________Richard J. Smith, Vice President  MABLETON
CROSSING STATION LLC,
a Delaware limited liability company By:/s/ Richard J. Smith_______________Richard J. Smith, Vice President  WESTRIDGE
STATION LLC,a Delaware limited
liability company  By:/s/ Richard J. Smith_______________Richard J. Smith, Vice President   11


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LENDERS:  KEYBANK
NATIONAL ASSOCIATION,individually
and as Administrative Agent By:/s/ Michael P. Szuba_____________________Name:Michael P. Szuba_____________________Title:Vice President_______________________


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BANK OF AMERICA, N.A. By:/s/ Jeffrey D. Cartwright__________________Name:Jeffrey D. Cartwright__________________Title:Vice President________________________  Address:  30 South Meridian Street, Suite 800 
Indianapolis, Indiana  46204
Attention:  Jeffrey D. Cartwright 13


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SCHEDULE
1.1 PRO RATA SHARES Schedule 1.1toREVOLVINGLOAN AGREEMENTbetween (i)PHILLIPS EDISON – ARC SHOPPING CENTER OPERATING PARTNERSHIP, L.P., a
Delaware limited partnership, as “Borrower”, (ii)KEYBANK NATIONAL
ASSOCIATION, as “Administrative Agent”, and (iii) various Lenders, dated as
of December 21, 2012. Lender
 Commitment Amount
 Pro Rata ShareKEYBANK NATIONAL ASSOCIATION
 $48,000,000.00
 54.545455%BANK OF AMERICA, N.A.
 $40,000,000.00
 45.454545%TOTALS
 $88,000,000.00
 100%
  (Percentages may not total 100% due to rounding) 14


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SCHEDULE 2 (See
attached)  15


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