**Intercreditor Agreement**     This Intercreditor Agreement dated as of March 10, 2008 (this*“*Agreement*”*),is entered into between Bank of America, N.A., in its capacity asthe Company Facility Agent (as defined below) and KeyBank National Association, in its capacity asGAC Facility Agent (as defined below).**Recitals**     A. Cogdell Spencer LP, a Maryland limited partnership (the “Company”), the lendersfrom time to time party thereto (the “Company Facility Lenders”), and Bank of America,N.A., as Administrative Agent (in such capacity, the “Company Facility Agent”), haveentered into that certain Credit Agreement dated as of the date hereof (as amended, restated,supplemented, modified, replaced or refinanced from time to time, the “Company CreditAgreement”) providing for a revolving credit facility.     B. Goldenboy Acquisition Corp., a Wisconsin corporation (“GAC”), the lenders from timeto time party thereto (the “GAC Lenders”), and KeyBank National Association, as Agent (insuch capacity, the “GAC Facility Agent”), entered into that certain Senior Secured TermLoan Agreement dated as of the date hereof (as amended, restated, supplemented, modified, replacedor refinanced from time to time, the “GAC Term Loan Agreement”) providing for a$100,000,000 term loan facility.     C. Pursuant to (i) the Facility Guaranty (as defined in the Company Credit Agreement) CogdellSpencer Inc. (“CSI”), CS Business Trust I and CS Business Trust II (together with CSI,collectively, the “Parent Companies”), have agreed to guaranty the Company FacilityObligations (as defined in Section 1.1 below) (the obligations under the Facility Guaranty to theextent applicable to the Parent Guarantors are herein referred to, collectively, as the“Company Facility Parent Guaranties”); (ii) the Company Credit Agreement, the Company hasagreed to cause certain current and future subsidiaries of CSI (the “Company FacilitySubsidiary Guarantors”) to agree to guaranty the Company Facility Obligations pursuant to theFacility Guaranty (the obligations under the Facility Guaranty to the extent applicable to theSubsidiary Guarantors are herein referred to, collectively, as the “Company Facility SubsidiaryGuaranty”); (iii) the Guaranty (as defined in the GAC Term Loan Agreement), the ParentCompanies and the Company have agreed to guaranty the GAC Facility Obligations (as defined inSection 1.1 below) (the obligations under the Guaranty to the extent applicable to the ParentGuarantors and the Company are herein referred to, collectively, as the “GAC Facility ParentGuaranty”), (iv) the GAC Term Loan Credit Agreement, GAC has agreed to cause certain currentand future Subsidiaries of GAC (the “GAC Facility Subsidiary Guarantors”) to agree toguaranty the GAC Facility Obligations pursuant to the Guaranty (the obligations under the Guarantyto the extent applicable to the GAC Subsidiary Guarantors are herein referred to, collectively, asthe “GAC Facility Subsidiary Guaranty”).
 

 
     D. The Company Facility Obligations, and the obligations of the Company Facility SubsidiaryGuarantors under the Company Facility Subsidiary Guaranty will be secured on a first priority basisby liens on certain real property of some or all of the Company Facility Subsidiary Guarantors (the“Company Facility Collateral”) pursuant to the terms of the Company Facility CollateralDocuments (as defined in Section 1.1 below).     E. The obligations of GAC under the GAC Term Loan Agreement and any Hedge Obligations (asdefined in the GAC Term Loan Agreement) with the GAC Lenders (or any of their affiliates), and theobligations of the GAC Facility Subsidiary Guarantors under the GAC Facility Subsidiary Guarantywill be secured on a first priority basis by liens on certain assets of GAC and the GAC FacilitySubsidiary Guarantors (the “GAC Facility Collateral”) pursuant to the terms of the GACFacility Collateral Documents.     F. The Company Facility Agent and the GAC Facility Agent are entering into this Agreement inorder to define their relative rights and obligations as common creditors of the Company and theParent Guarantors.     In consideration of the premises and other good and valuable consideration, thesufficiency and receipt of which are hereby acknowledged, the parties hereto hereby agree asfollows:Article 1.Definitions.     *Section 1.1. Definitions*. The following terms shall have the meanings assigned to them in theRecitals hereof, in this Section 1.1 or in the provisions of this Agreement referred to below:     “Bankruptcy Proceeding” means, with respect to any Person, a general assignment ofsuch Person for the benefit of its creditors, or the institution by or against such Person of anyproceeding seeking relief as debtor, or seeking to adjudicate such Person as bankrupt or insolvent,or seeking reorganization, arrangement, adjustment or composition of such Person or its debts,under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seekingappointment of a receiver, trustee, custodian or other similar official for such Person or for anysubstantial part of its property.     “Code” means the Uniform Commercial Code as the same may from time to time be ineffect in the State of New York.     “Collateral” means the Company Facility Collateral and the GAC Facility Collateral,collectively.
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     “Collateral Documents” means the Company Facility Collateral Documents and the GACFacility Collateral Documents, collectively.     “Company” is defined in the Recitals.     “Company Credit Agreement” is defined in the Recitals.     “Company Facility Agent” is defined in the Recitals.     “Company Facility Collateral” is defined in the Recitals.     “Company Facility Collateral Documents” means the Security Instruments (as defined inthe Company Credit Agreement).     “Company Facility Creditors” means the Company Facility Agent, the Company FacilityLenders, any other Secured Parties (as defined in the Company Credit Agreement), collectively.     “Company Facility Documents” means the Loan Documents (as defined in the CompanyCredit Agreement).     “Company Facility Lenders” is defined in the Recitals.     **“**Company Facility Obligations” means the Obligations (as defined in the Company CreditAgreement).     “Company Facility Parent Guaranties” is defined in the Recitals.     “Company Facility Subsidiary Guarantors” is defined in the Recitals.     “Company Facility Subsidiary Guaranty” is defined in the Recitals.     “Credit Parties” means the Parent Companies and their respective Subsidiaries,collectively.     *“*Creditors*”*means, the Company Facility Creditors and the GAC Facility Creditors,collectively.     “CSI” is defined in the Recitals.     “Enforcement Action” means (a) the exercise of any rights or remedies against anyCollateral, including, without limitation, any right to take possession or control of anyCollateral under any lockbox agreement, account control agreement, landlord waiver or bailee’sletter or similar agreement or arrangement, any right of set-off or recoupment and any enforcement,collection, execution, levy or foreclosure action or proceeding taken against the Collateral, ineach case whether or not any Bankruptcy Proceeding has been commenced by or against any CreditParty, and (b) any relief from the automatic stay or any other stay in any BankruptcyProceeding in order to pursue any exercise of rights or remedies described in clause (a) ofthis definition.
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     “Event of Default” means an “Event of Default” under the Company Credit Agreement, theGAC Term Loan Agreement or both.     *“*Excess Payment*”*means, as to any Creditor with respect to any Shared Recovery, anamount equal to the amount of such Shared Recovery received by such Creditor *less*the Pro RataShare of such Shared Recovery to which such Creditor is then entitled after giving effect to theterms hereof.     “Facility Documents” means the Company Facility Documents or GAC Facility Documents,as the context may require.     “GAC” is defined in the Recitals.     “GAC Facility Agent” is defined in the Recitals.     “GAC Facility Collateral” is defined in the Recitals.     “GAC Facility Collateral Documents” means the Security Documents (as defined in theGAC Term Loan Agreement).     “GAC Facility Creditors” means the GAC Facility Agent, the GAC Lenders and any of theGAC Lenders or their affiliates that are holders of Hedge Obligations (as defined in the GAC TermLoan Agreement).     “GAC Facility Documents” means the Loan Documents (as defined in the GAC Term LoanAgreement).     “GAC Facility Obligations” means the Obligations and Hedge Obligations (each, asdefined in the GAC Term Loan Agreement).     “GAC Facility Parent Guaranty” is defined in the Recitals.     “GAC Facility Subsidiary Guarantors” is defined in the Recitals.     “GAC Facility Subsidiary Guaranty” is defined in the Recitals.     “GAC Lenders” is defined in the Recitals.     “GAC Term Loan Agreement” is defined in the Recitals.     “Lien” means any lien (including, without limitation judgment liens and liens arisingby operation of law), mortgage, pledge, assignment, security interest, charge or encumbrance of anykind (including any agreement to give any of the foregoing, any conditional sale or other titleretention agreement, and any lease in the nature thereof) and any option, call, trust, UCCfinancing statement or other preferential arrangement having the practical effect of any of theforegoing.
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     “Parent Companies” is defined in the Recitals.     “Parent Guaranties” means the Company Facility Parent Guaranties and the GAC FacilityParent Guaranty, collectively.     *“*Person*”*means an individual, partnership, limited liability company, corporation,trust or unincorporated organization, and a government or agency or political subdivision thereof.     “Pro Rata Share” means, with respect to each Creditor as of the date of any SharedRecovery, an amount equal to the product of (a) the amount of all Shared Recoveries made to allCreditors on such date *less*all reasonable costs incurred by such Creditors in connection with thecollection of such Shared Recoveries *multiplied by*(b) a fraction, the numerator of which is theaggregate amount of the Subject Obligations owing to such Creditor, and the denominator of which isthe aggregate amount of all outstanding Subject Obligations (without giving effect to theapplication of any Shared Recoveries to be made on such date).     “Proceeds” has the meaning assigned to it under the Code and, in any event, includes,but is not limited to (a) any and all proceeds of any collection, sale or other disposition of theCollateral, and (b) any and all amounts from time to time paid or payable under or in connectionwith any of the Collateral.     *“*Receiving Creditor*”*is defined in Section 2.1.     *“*Shared Recovery*”*is defined in Section 2.1.     *“*Subject Obligations*”*means all Company Facility Obligations and GAC FacilityObligations, collectively.     “Subsidiary” of a Person means a corporation, partnership, joint venture, limitedliability company or other business entity of which a majority of the shares of securities or otherinterests having ordinary voting power for the election of directors or other governing body (otherthan securities or interests having such power only by reason of the happening of a contingency)are at the time beneficially owned, or the management of which is otherwise controlled, directly orindirectly, through one or more intermediaries, or both, by such Person. Unless otherwisespecified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiaryor Subsidiaries of CSI.     “Subsidiary Guarantors” means the Company Facility Subsidiary Guarantors and the GACFacility Subsidiary Guarantors, collectively.     “Subsidiary Guaranties” means the Company Facility Subsidiary Guaranty and the GACFacility Subsidiary Guaranty, collectively.     “Trigger Event” means (i) the commencement of a Bankruptcy Proceeding with respect toany Credit Party that constitutes an Event of Default, and (ii) the acceleration of any SubjectObligations.
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     *Section 1.2. Terms Generally.*The definitions of terms in this Agreement shall apply equallyto the singular and plural forms of the terms defined. Whenever the context may require, anypronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,”“includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Theword “will” shall be construed to have the same meaning and effect as the word “shall.” Unless thecontext requires otherwise:     (a) any definition of or reference to any agreement, instrument or other document herein shallbe construed as referring to such agreement, instrument or other document as from time to timeamended, restated, supplemented, modified, renewed or extended;     (b) any reference herein to any Person shall be construed to include such Person’s permittedsuccessors and assigns;     (c) the words “herein,” “hereof” and “hereunder,” and words of similar import, shall beconstrued to refer to this Agreement in its entirety and not to any particular provision hereof;     (d) all references herein to Sections shall be construed to refer to Sections of thisAgreement; and     (e) the words “asset” and “property” shall be construed to have the same meaning and effectand to refer to any and all tangible and intangible assets and properties, including cash,securities, accounts and contract rights.ARTICLE 2.Sharing of Certain Recoveries.     *Section 2.1. Sharing of Certain Recoveries*. The Company Facility Agent, for itself and theCompany Facility Creditors, and the GAC Facility Agent, for itself and the GAC Facility Creditors,each hereby agrees that any payments or other recoveries (including payments and recoveries madethrough setoff of deposit balances or otherwise) from the Company or any Parent Company after aTrigger Event (each such payment or recovery, a “Shared Recovery”) shall be shared so thateach Creditor shall receive its Pro Rata Share of such Shared Recovery; provided, that theterm “Shared Recovery” shall not include any payments or recoveries (x) from any Proceeds ofCollateral (including, without limitation, dividends or distributions to the Company or any ParentCompany made with such Proceeds, but excluding any dividends or distributions that are commingledwith other funds of the Company or any Parent Company and are not “identifiable” (as defined inSection 9-315 of the Code)), (y) from any Subsidiary Guarantor or (z) from any Distributions (asdefined in the GAC Term Loan Agreement) to the Company or any Parent Company from GAC in violationof the terms of the GAC Term Loan Agreement, but excluding any Distributions that are commingledwith other funds of the Company or any Parent Company and are not “identifiable” (as defined inSection 9-315 of the Code). Accordingly, in the event (i) any Creditor shall receive a SharedRecovery (for purposes of this Section 2.1, a *“*Receiving Creditor*”*), and (ii) any other Creditor shall notconcurrently receive its Pro Rata Share of such Shared Recovery, then each Receiving Creditor (orthe Company Facility Agent or GAC Facility Agent acting on its behalf) shall promptly remit theExcess Payment to each other Creditor (or the Company Facility Agent or GAC Facility Agent
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acting on its behalf) who shall then be entitled thereto so that after giving effect to such payment (andany other payments then being made by any other Receiving Creditor pursuant to this Section 2.1)each Creditor shall have received its Pro Rata Share of such Shared Recovery.     For purposes of determining the Pro Rata Share of any Shared Recovery, commitments to advancefunds shall not constitute outstanding Subject Obligations, but the undrawn amount of anyoutstanding letters of credit shall constitute outstanding Subject Obligations with the SharedRecovery attributable to such letters of credit deemed held by the Company Facility Agent or GACFacility Agent, as applicable. If the Company Facility Agent or GAC Facility Agent receives aportion of a Shared Recovery pursuant to this Section 2.1 with respect to an outstanding letter ofcredit and subsequently such letter of credit expires without having been drawn upon in full, suchPerson shall calculate the aggregate amount that it received or retained under this Section 2.1solely because the undrawn amount of such letter of credit was treated as an outstanding SubjectObligation, and shall treat such amount as a Shared Recovery to be shared pursuant to this Section2.1**.***Section 2.2. Information Concerning Shared Recoveries*. The Company Facility Agent and GAC FacilityAgent each agree to promptly notify the other in writing of the receipt of any Shared Recovery.Such notice shall describe, at a minimum (i) the name of the Person that made such Shared Recoveryand the manner in which such Shared Recovery was made, (ii) the date such Shared Recovery wasreceived, (iii) the amount of such Shared Recovery and (iv) the amount of Subject Obligations owingto the Receiving Creditors. Each Creditor (or the Company Facility Agent or GAC Facility Agentacting on its behalf) shall promptly notify the Receiving Creditor (or the Company Facility Agentor GAC Facility Agent acting on its behalf), in writing, of the amount of Subject Obligations owingto such Creditor.     *Section 2.3. Purchase of Participations****.***Upon receipt of a statement of Shared Recoveriesowing under this Agreement pursuant to Section 2.2, the Company Facility Agent and GAC FacilityAgent shall calculate the Pro Rata Share of Shared Recoveries for each Creditor and all ReceivingCreditors (or the Company Facility Agent or GAC Facility Agent acting on their behalf to the extentof the receipt thereof by the Company Facility Agent or GAC Facility Agent, as the case may be)shall remit the appropriate amount to each Creditor entitled to share in the Shared Recoveries.Any such payments shall be deemed to be and shall be made in consideration of the purchase for cashat face value, but without recourse, ratably from the other Creditors of a participation interestin such amount of Subject Obligations to the extent necessary to cause such Receiving Creditor toshare such Excess Payment with the other Creditors as provided above; provided*,*that if anysuch purchase is made by any Receiving Creditor and if such Excess Payment or part thereof isthereafter recovered from such Receiving Creditor by the Company or a Parent Company (including,without limitation, by any trustee in bankruptcy of the Company or such Parent Company or anycreditor thereof), the related purchase from the other Creditors shall be rescinded ratably and thepurchase price restored as to the portion of such Excess Payment so recovered, but withoutinterest; and providedfurther nothing herein containedshall obligate any Creditor to resort to any setoff, application of deposit balance or othermeans of payment of the Subject Obligations or avail itself of any recourse by resort to anyproperty of any Credit Party, the taking of any such action to remain within the absolutediscretion of such Creditor without obligation of any kind to the other Creditors to take
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any suchaction. In the event a Creditor shall determine that it is reasonably necessary to evidence thepurchase of a participation interest in the Subject Obligations by such Creditor pursuant to theforegoing provisions of this paragraph, the seller thereof upon the request of such Creditor shalltake such action as shall be reasonably necessary to document such purchase. Any ReceivingCreditor that sells a participation interest in Subject Obligations pursuant to the foregoingprovisions of this paragraph shall retain all of such Creditor’s rights and obligations under thisAgreement and applicable Facility Documents, including, without limitation, the right to enforcethe provisions of this Agreement and the underlying Facility Documents and to approve anyamendment, modification or waiver thereof.Article 3.Agreements Among The Creditors.     *Section 3.1. Independent Actions by Creditors*. Nothing contained in this Agreement shallprohibit any Creditor from accelerating the maturity of, or demanding payment from any Credit Partyon, any Subject Obligation or from instituting legal action against any such Person to obtain ajudgment or other legal process in respect of any Subject Obligation, but any Shared Recoveriesshall be subject to the terms of this Agreement.     *Section 3.2. Relation of Creditors*. This Agreement is entered into solely for the purposesset forth herein, and no Creditor assumes any responsibility to any other party hereto to advisesuch other party of information known to such other party regarding the financial condition of anyCredit Party or of any other circumstances bearing upon the risk of nonpayment of any SubjectObligation. Each of the Credit Parties and the Creditors specifically acknowledges and agrees thatnothing contained in this Agreement is or is intended to be for the benefit of any Credit Party andnothing contained herein shall limit or in any way modify any of the obligations (including,without limitation, any Subject Obligation) of any Credit Party to any of the Creditors.     *Section 3.3. Acknowledgment of Guaranties and Liens*.          (a) The Company Facility Agent, for itself and the Company Facility Creditors, herebyexpressly acknowledges the existence of the GAC Facility Parent Guaranty and the GAC FacilityCollateral Documents, and the GAC Facility Agent, for itself and the GAC Facility Creditors, herebyexpressly acknowledges the existence of the Company Facility Parent Guaranties and the CompanyFacility Collateral Documents.          (b) Each of the Company Facility Agent, for itself and on behalf of each Company FacilityCreditor, and the GAC Facility Agent, for itself and on behalf of each GAC Facility Creditor,agrees that it will not (and hereby waives, to the fullest extent permitted by law, any right to)(i) contest or support any other Person in contesting, in any proceeding (including any BankruptcyProceeding), any Subsidiary Guaranty or Parent Guaranty or the priority, validity, perfection orenforceability of a Lien held by or on behalf of any of the GAC FacilityCreditors in the GAC Facility Collateral or by or on behalf of any of the Company FacilityCreditors in the Company Facility Collateral, as the case may be, or the provisions of thisAgreement, or (ii) assert, demand, request, plead or otherwise claim the benefit of, anymarshalling, appraisal, valuation or other similar right that may otherwise be available under
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applicable law with respect to the GAC Facility Collateral (in the case of the Company FacilityCreditors) or Company Facility Collateral (in the case of the GAC Facility Creditors).          (c) Until the GAC Facility Obligations have been indefeasibly paid in full in cash and allcommitments under the GAC Credit Agreement have terminated, whether or not any BankruptcyProceeding has been commenced by or against any Credit Party, the Company Facility Agent, foritself and the Company Facility Creditors:               (i) will not contest, protest or object to any Enforcement Action brought by the GAC FacilityAgent or any GAC Facility Creditor or any other exercise by the GAC Facility Agent or any GACFacility Creditor of any rights and remedies relating to the GAC Facility Collateral under the GACFacility Collateral Documents or otherwise or any rights or remedies under the GAC FacilityDocuments that are exercised in a manner consistent with this Agreement; and               (ii) will not contest, protest or object to the forbearance by the GAC Facility Agent or anyGAC Facility Creditor from bringing or pursuing any Enforcement Action or from pursuing any rightsor remedies under the GAC Facility Documents.          (d) Until the Company Facility Obligations have been indefeasibly paid in full in cash and allcommitments under the Company Credit Agreement have terminated, whether or not any BankruptcyProceeding has been commenced by or against any Credit Party, the GAC Facility Agent, for itselfand the GAC Facility Creditors:               (i) will not contest, protest or object to any Enforcement Action brought by the CompanyFacility Agent or any Company Facility Creditor or any other exercise by the Company Facility Agentor any Company Facility Creditor of any rights and remedies relating to the Company FacilityCollateral under the Company Facility Collateral Documents or otherwise or any rights or remediesunder the Company Facility Documents that are exercised in a manner consistent with this Agreement;and               (ii) will not contest, protest or object to the forbearance by the Company Facility Agent orany Company Facility Creditor from bringing or pursuing any Enforcement Action or from pursuing anyrights or remedies under the Company Facility Documents.     *Section 3.4. Limitation on other Collateral and Guaranties*.          (a) (i) The Company Facility Agent, for itself and the Company Facility Creditors, agrees thatneither the Company Facility Agent nor any Company Facility Creditor, shall acquire or hold anyLien as security for the Company Facility Obligations on any assets of the Company or any of theParent Companies (in each case other than in cash Proceeds ofCollateral received as dividends or distributions) which assets are not also subject to a Lien infavor of the GAC Facility Agent and the GAC Facility Creditors securing the GAC FacilityObligations on a ratable basis, and (ii) the GAC Facility Agent, for itself and the GAC FacilityCreditors, agrees that neither the GAC Facility Agent nor any GAC Facility Creditor, shall
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acquire or hold any Lien as security for the GAC Facility Obligations on any assets of the Company or anyof the Parent Companies (in each case other than in cash Proceeds of Collateral for the GACFacility Obligations received as dividends or distributions and any Distributions (as defined inthe GAC Term Loan Agreement) to the Company or any Parent Company from GAC in violation of theterms of the GAC Term Loan Agreement) which assets are not also subject to a Lien in favor of theCompany Facility Agent and the Company Facility Creditors securing the Company Facility Obligationson a ratable basis.          (b) (i) The Company Facility Agent, for itself and on behalf of each Company FacilityCreditor, agrees that neither the Company Facility Agent nor any Company Facility Creditor shallacquire or hold any Lien on any assets of GAC or any of its Subsidiaries securing any CompanyFacility Obligations or any guaranties from such Persons of any Company Facility Obligations, and(ii) the GAC Facility Agent, for itself and on behalf of each GAC Facility Creditor, agrees thatneither the GAC Facility Agent nor any GAC Facility Creditor shall acquire or hold any Lien on anyassets of any Subsidiaries of the Company (other than GAC and its Subsidiaries) securing any GACFacility Obligations or any guaranties from such Persons of any GAC Facility Obligations.Article 4.Miscellaneous     *Section 4.1. Entire Agreement*. This Agreement represents the entire Agreement among theCreditors and, except as otherwise provided, this Agreement may not be altered, amended or modifiedexcept in a writing executed by the Company Facility Agent and the GAC Facility Agent.     *Section 4.2. Notices.*Notices hereunder shall be given to the Company Facility Agent and theGAC Facility Agent at their addresses as set forth on the date hereof for notices under the CreditAgreement and GAC Term Loan Agreement, respectively, or at such other address as may be designatedby each in a written notice to the other parties hereto.     *Section 4.3. Successors and Assigns*. This Agreement shall be binding upon and inure to thebenefit of each of the Creditors and their respective successors and assigns, whether so expressedor not, and, in particular, shall inure to the benefit of and be enforceable by any future holderor holders of any Subject Obligations, and the term “Creditor” shall include any such subsequentholder of Subject Obligations, wherever the context permits. Other than each of the Creditors andtheir respective successors and assigns, no Person (including, without limitation, the CreditParties) shall have any right, benefit, priority or interest hereunder. If either of the CompanyFacility Agent or the GAC Facility Agent resigns or is replaced pursuant to the Company CreditAgreement or the GAC Term Loan Agreement, as applicable, its successor shall be deemed to be aparty to this Agreement and shall have all the rights of, and be subject to all the obligations of,this Agreement.     *Section 4.4. Consents, Amendment, Waivers*. All amendments, waivers or consents of anyprovision of this Agreement shall be effective only if the same shall be in writing and signed bythe Company Facility Agent and the GAC Facility Agent.
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     *Section 4.5. Counterparts*. This Agreement may be executed in any number of counterparts, allof which taken together shall constitute one agreement, and any of the parties hereto may executethis Agreement by signing any such counterpart.     *Section 4.6. Authorization*. By its signature, the Company Facility Agent represents andwarrants that it is duly authorized to execute this Agreement for the benefit of the CompanyFacility Creditors, and the GAC Facility Agent represents and warrants that it is duly authorizedto execute this Agreement for the benefit of the GAC Facility Creditors.     *Section 4.7. Amendments of Subject Obligations; Conflicts*. The Subject Obligations may beamended, supplemented or otherwise modified in accordance with their terms, in each case, withoutnotice to, or the consent of the other Creditors, all without affecting the provisions of thisAgreement. In the event of any inconsistency or conflict between the terms and provisions of anyFacility Document and the terms and provisions of this Agreement, the terms and provisions of thisAgreement shall control in all respects.     *Section 4.8. Severability*. In case any one or more of the provisions contained in thisAgreement shall be invalid, illegal or unenforceable in any respect, the validity, legality andenforceability of the remaining provisions of this Agreement shall not in any way be affected orimpaired thereby.     *Section 4.9. Expenses*. In the event of any litigation to enforce this Agreement, theprevailing party shall, if not reimbursed by the Company or GAC, be entitled to its reasonableattorney’s fees (including the allocated costs of in-house counsel).     *Section 4.10. Term of Agreement.*This Agreement shall terminate on the earliest to occur ofthe date when (i) all Subject Obligations are paid in full and such payments are not subject to anypossibility of revocation or rescission, (ii) the Creditors no longer have any claim against theParent Companies or the Company as common obligors (whether as borrower or guarantors) or theirassets with respect to the Subject Obligations, and (iii) the Company Facility Agent and the GACFacility Agent mutually agree in a writing to terminate this Agreement.     *Section 4.11. Governing Law; Jurisdiction; Etc.*          *(a) GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THELAW OF THE STATE OF NEW YORK.*          *(b) SUBMISSION TO JURISDICTION. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS TO THENONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OFMANHATTAN IN THE CITY OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICTOF NEW YORK, AND ANY APPELLATE COURT FROM ANYTHEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR FORRECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY ANDUNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE*
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*HEARD ANDDETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INSUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION ORPROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENTOR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT ANYCREDITOR MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT IN THECOURTS OF ANY JURISDICTION.*          *(c) WAIVER OF VENUE. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENTPERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUEOF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY COURT REFERRED TOIN THE IMMEDIATELY PRECEDING PARAGRAPH OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBYIRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF ANINCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.*          *(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THEMANNER PROVIDED FOR NOTICES IN SECTION 4.2. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANYPARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.*     *Section 4.12. Jury Trial Waiver. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLESTEXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGALPROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONSCONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLYOR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THEFOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TOENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THISSECTION.*     *Section 4.13. Specific Performance***.**The parties hereto hereby acknowledge that legal remediesmay be inadequate and therefore the Creditors are hereby authorized to demand specific performanceof the provisions of this Agreement at any time when any Creditor shall have failed to comply withany provision hereof. Each Creditor hereby irrevocably waives any defensebased on the adequacy of a remedy at law that might be asserted as a bar to such remedy of specificperformance.     *Section 4.14 No Strict Construction.*Each party hereto hereby acknowledges that it has beenrepresented by counsel in connection with this Agreement and the transactions described
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herein.Each party hereto has participated jointly in the negotiation and drafting of this Agreement. Inthe event an ambiguity or question of intent or interpretation arises under any provision of thisAgreement, this Agreement shall be construed as if drafted jointly by the parties hereto, and nopresumption or burden of proof shall arise favoring or disfavoring any party hereto by virtue ofthe authorship of any of the provisions of this Agreement.[*Signature Pages Follow*]
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     In Witness Whereof, each ofthe parties hereto has caused this Agreement tobe executed as of the date first above written.           COMPANY FACILITY AGENT:BANK OF AMERICA, N.A., as administrative agent             By:                 Name: Scott McClintock      Title: Senior Vice President             GAC FACILITY AGENT:KEYBANK NATIONAL ASSOCIATION, as Agent             By:                 Name        Title    Signature Page