ex10-1



Table of Contents



Exhibit 10.1



TERM LOAN AGREEMENT



BY AND AMONG



NEW PLAN EXCEL REALTY TRUST, INC.,



THE LENDERS PARTY HERETO,



 



AND



 



FLEET NATIONAL BANK



AS ADMINISTRATIVE AGENT



 



 



DATED AS OF MARCH 1, 2002



 

 



FLEET SECURITIES, INC.



AS SOLE LEAD ARRANGER AND SYNDICATION AGENT



 









TABLE OF CONTENTS




									
	1. DEFINITIONS.
		1.1 Defined Terms.
		 1.2 Other Definitional Provisions.
	2. AMOUNT AND TERMS OF LOANS.
		2.1 Loans.
		 2.2 Notes.
		2.3 Procedure for Loan Borrowings.
		2.4 [Intentionally Omitted].
		2.5 [Intentionally Omitted].
		2.6 Repayment of Loans; Evidence of Debt.
		 2.7 Prepayments of the Loans.
		2.8 Conversions.
		2.9 Interest Rate and Payment Dates.
		2.10 Substituted Interest Rate.
		2.11 Taxes; Net Payments.
		2.12 Illegality.
		2.13 Increased Costs.
		2.14 Indemnification for Break Funding Losses.
		2.15 Use of Proceeds.
		2.16 Capital Adequacy.
		2.17 Administrative Agent’s Records.
	3. FEES; PAYMENTS.
		3.1 Facility Fee.
		3.2 Payments; Application of Payments.
	4. REPRESENTATIONS AND WARRANTIES.
		4.1 Existence and Power.
		4.2 Authority.
		4.3 Binding Agreement.
		4.4 Subsidiaries; DownREIT Partnerships.
		4.5 Litigation.
		4.6 Required Consents.
		4.7 No Conflicting Agreements.
		4.8 Compliance with Applicable Laws.
		4.9 Taxes.
		4.10 Governmental Regulations.
		4.11 Federal Reserve Regulations; Use of Loan Proceeds.
		4.12 Plans; Multiemployer Plans.
		4.13 Financial Statements.
		4.14 Property.
		4.15 Franchises, Intellectual Property, Etc.
		4.16 Environmental Matters.
		4.17 Labor Relations.
		4.18 Burdensome Obligations.
		4.19 Solvency.
		4.20 REIT Status.
		4.21 Rent Roll and List of Unencumbered Assets.
		4.22 [Intentionally Omitted].
		4.23 Operation of Business.
		4.24 No Misrepresentation.
	5. CONDITIONS TO LOANS.
		5.1 Evidence of Action.
		5.2 This Agreement.
		5.3 Notes.
		5.4 Guaranty.
		5.5 Litigation.
		5.6 Opinion of Counsel to the Borrower.
		5.7 Fees.
		5.8 Fees and Expenses of Special Counsel.
		5.9 Compliance.
		5.10 Loan Closings.
		5.11 Documentation and Proceedings.
		5.12 Required Acts and Conditions.
		5.13 Approval of Special Counsel.
		5.14 Other Documents.
		5.15 Consummation of Acquisition.
	6. INTENTIONALLY OMITTED.
	7. AFFIRMATIVE COVENANTS.
		7.1 Financial Statements.
		7.2 Certificates; Other Information.
		7.3 Legal Existence.
		7.4 Taxes.
		7.5 Insurance.
		7.6 Payment of Indebtedness and Performance of Obligations.
		7.7 Maintenance of Property; Environmental Investigations.
		7.8 Observance of Legal Requirements.
		7.9 Inspection of Property; Books and Records; Discussions.
		7.10 Licenses, Intellectual Property.
		7.11 Additional Guarantors.
		7.12 REIT Status; Operation of Business.
		7.13 More Restrictive Agreements.
	8. NEGATIVE COVENANTS.
		8.1 Liens.
		8.2 Merger, Consolidation and Certain Dispositions of Property.
		8.3 Investments, Loans, Etc.
		8.4 Business Changes.
		8.5 Amendments to Organizational Documents.
		8.6 Bankruptcy Proceedings.
		8.7 Sale and Leaseback.
		8.8 Transactions with Affiliates.
		8.9 Issuance of Additional Capital Stock by Subsidiary Guarantors or Other Guarantors.
		8.10 Hedging Agreements.
		8.11 Restricted Payments.
		8.12 Unencumbered Assets Coverage Ratio.
		8.13 Fixed Charge Coverage Ratio.
		8.14 Minimum Tangible Net Worth.
		8.15 Maximum Total Indebtedness.
		8.16 Liabilities to Assets Ratio.
		8.17 Maximum Book Value of Ancillary Assets.
	9. DEFAULT.
		9.1 Events of Default.
	10. THE AGENT.
		10.1 Appointment.
		10.2 Delegation of Duties.
		10.3 Exculpatory Provisions.
		10.4 Reliance by Administrative Agent.
		10.5 Notice of Default.
		10.6 Non-Reliance on Administrative Agent and Other Lenders.
		10.7 Indemnification.
		10.8 Administrative Agent in Its Individual Capacity.
		10.9 Successor Administrative Agent.
	11. OTHER PROVISIONS.
		11.1 Amendments and Waivers.
		11.2 Notices.
		11.3 No Waiver; Cumulative Remedies.
		11.4 Survival of Representations and Warranties.
		11.5 Payment of Expenses and Taxes.
		11.6 Lending Offices.
		11.7 Successors and Assigns.
		11.8 [Intentionally Omitted].
		11.9 Counterparts.
		11.10 Adjustments; Set-off.
		11.11 Lenders’ Representations.
		11.12 Indemnity.
		11.13 Governing Law.
		11.14 Headings Descriptive.
		11.15 Severability.
		11.16 Integration.
		11.17 Consent to Jurisdiction.
		11.18 Service of Process.
		11.19 No Limitation on Service or Suit.
		11.20 WAIVER OF TRIAL BY JURY.
		11.21 TERMINATION.
	TERM LOAN AGREEMENT
	GUARANTY, DATED AS OF MARCH 1, 2002
	 GUARANTY, DATED AS OF MARCH 1, 2002
	 GUARANTY, DATED AS OF MARCH 1, 2002
	 GUARANTY, DATED AS OF MARCH 1, 2002
	EMPLOYMENT AGREEMENT
	RATIO OF EARNINGS








Table of Contents




	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1.	 	 	DEFINITIONS	 	 	1	 
	
	
	
	

	 	 	 	 	 	1.1	 	 	 	Defined Terms
	 	 	1	 
	
	
	
	

	 	 	 	 	 	1.2	 	 	 	Other Definitional Provisions
	 	 	18	 
	
	
	
	

	 	2.	 	 	AMOUNT AND TERMS OF LOANS	 	 	18	 
	
	
	
	

	 	 	 	 	 	2.1	 	 	 	Loans
	 	 	19	 
	
	
	
	

	 	 	 	 	 	2.2	 	 	 	Notes
	 	 	19	 
	
	
	
	

	 	 	 	 	 	2.3	 	 	 	Procedure for Loan Borrowings
	 	 	19	 
	
	
	
	

	 	 	 	 	 	2.4	 	 	 	[Intentionally Omitted]
	 	 	20	 
	
	
	
	

	 	 	 	 	 	2.5	 	 	 	[Intentionally Omitted]
	 	 	20	 
	
	
	
	

	 	 	 	 	 	2.6	 	 	 	Repayment of Loans; Evidence of Debt
	 	 	20	 
	
	
	
	

	 	 	 	 	 	2.7	 	 	 	Prepayments of the Loans
	 	 	21	 
	
	
	
	

	 	 	 	 	 	2.8	 	 	 	Conversions
	 	 	21	 
	
	
	
	

	 	 	 	 	 	2.9	 	 	 	Interest Rate and Payment Dates
	 	 	22	 
	
	
	
	

	 	 	 	 	 	2.10	 	 	 	Substituted Interest Rate
	 	 	24	 
	
	
	
	

	 	 	 	 	 	2.11	 	 	 	Taxes; Net Payments
	 	 	24	 
	
	
	
	

	 	 	 	 	 	2.12	 	 	 	Illegality
	 	 	25	 
	
	
	
	

	 	 	 	 	 	2.13	 	 	 	Increased Costs
	 	 	25	 
	
	
	
	

	 	 	 	 	 	2.14	 	 	 	Indemnification for Break Funding Losses
	 	 	26	 
	
	
	
	

	 	 	 	 	 	2.15	 	 	 	Use of Proceeds
	 	 	27	 
	
	
	
	

	 	 	 	 	 	2.16	 	 	 	Capital Adequacy
	 	 	27	 
	
	
	
	

	 	 	 	 	 	2.17	 	 	 	Administrative Agent’s Records
	 	 	28	 
	
	
	
	

	 	3.	 	 	FEES; PAYMENTS	 	 	28	 
	
	
	
	

	 	 	 	 	 	3.1	 	 	 	Facility Fee
	 	 	28	 
	
	
	
	

	 	 	 	 	 	3.2	 	 	 	Payments; Application of Payments
	 	 	29	 
	
	
	
	

	 	4.	 	 	REPRESENTATIONS AND WARRANTIES	 	 	29	 
	
	
	
	

	 	 	 	 	 	4.1	 	 	 	Existence and Power
	 	 	29	 
	
	
	
	

	 	 	 	 	 	4.2	 	 	 	Authority
	 	 	30	 
	
	
	
	

	 	 	 	 	 	4.3	 	 	 	Binding Agreement
	 	 	30	 
	
	
	
	

	 	 	 	 	 	4.4	 	 	 	Subsidiaries; DownREIT Partnerships
	 	 	30	 
	
	
	
	

	 	 	 	 	 	4.5	 	 	 	Litigation
	 	 	30	 
	
	
	
	

	 	 	 	 	 	4.6	 	 	 	Required Consents
	 	 	31	 
	
	
	
	

	 	 	 	 	 	4.7	 	 	 	No Conflicting Agreements
	 	 	31	 
	
	
	
	

	 	 	 	 	 	4.8	 	 	 	Compliance with Applicable Laws
	 	 	31	 



i







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	 	 	 	 	 	4.9	 	 	 	Taxes
	 	 	31	 
	
	
	
	

	 	 	 	 	 	4.10	 	 	 	Governmental Regulations
	 	 	32	 
	
	
	
	

	 	 	 	 	 	4.11	 	 	 	Federal Reserve Regulations; Use of Loan Proceeds
	 	 	32	 
	
	
	
	

	 	 	 	 	 	4.12	 	 	 	Plans; Multiemployer Plans
	 	 	32	 
	
	
	
	

	 	 	 	 	 	4.13	 	 	 	Financial Statements
	 	 	32	 
	
	
	
	

	 	 	 	 	 	4.14	 	 	 	Property
	 	 	33	 
	
	
	
	

	 	 	 	 	 	4.15	 	 	 	Franchises, Intellectual Property, Etc
	 	 	33	 
	
	
	
	

	 	 	 	 	 	4.16	 	 	 	Environmental Matters
	 	 	33	 
	
	
	
	

	 	 	 	 	 	4.17	 	 	 	Labor Relations
	 	 	34	 
	
	
	
	

	 	 	 	 	 	4.18	 	 	 	Burdensome Obligations
	 	 	35	 
	
	
	
	

	 	 	 	 	 	4.19	 	 	 	Solvency
	 	 	35	 
	
	
	
	

	 	 	 	 	 	4.20	 	 	 	REIT Status
	 	 	35	 
	
	
	
	

	 	 	 	 	 	4.21	 	 	 	Rent Roll and List of Unencumbered Assets
	 	 	36	 
	
	
	
	

	 	 	 	 	 	4.22	 	 	 	[Intentionally Omitted]
	 	 	36	 
	
	
	
	

	 	 	 	 	 	4.23	 	 	 	Operation of Business
	 	 	36	 
	
	
	
	

	 	 	 	 	 	4.24	 	 	 	No Misrepresentation
	 	 	36	 
	
	
	
	

	 	5.	 	 	CONDITIONS TO LOANS	 	 	36	 
	
	
	
	

	 	 	 	 	 	5.1	 	 	 	Evidence of Action
	 	 	36	 
	
	
	
	

	 	 	 	 	 	5.2	 	 	 	This Agreement
	 	 	37	 
	
	
	
	

	 	 	 	 	 	5.3	 	 	 	Notes
	 	 	37	 
	
	
	
	

	 	 	 	 	 	5.4	 	 	 	Guaranty
	 	 	37	 
	
	
	
	

	 	 	 	 	 	5.5	 	 	 	Litigation
	 	 	37	 
	
	
	
	

	 	 	 	 	 	5.6	 	 	 	Opinion of Counsel to the Borrower
	 	 	37	 
	
	
	
	

	 	 	 	 	 	5.7	 	 	 	Fees
	 	 	38	 
	
	
	
	

	 	 	 	 	 	5.8	 	 	 	Fees and Expenses of Special Counsel
	 	 	38	 
	
	
	
	

	 	 	 	 	 	5.9	 	 	 	Compliance
	 	 	38	 
	
	
	
	

	 	 	 	 	 	5.10	 	 	 	Loan Closings
	 	 	38	 
	
	
	
	

	 	 	 	 	 	5.11	 	 	 	Documentation and Proceedings
	 	 	38	 
	
	
	
	

	 	 	 	 	 	5.12	 	 	 	Required Acts and Conditions
	 	 	38	 
	
	
	
	

	 	 	 	 	 	5.13	 	 	 	Approval of Special Counsel
	 	 	39	 
	
	
	
	

	 	 	 	 	 	5.14	 	 	 	Other Documents
	 	 	39	 
	
	
	
	

	 	 	 	 	 	5.15	 	 	 	Consummation of Acquisition
	 	 	39	 
	
	
	
	

	 	6.	 	 	INTENTIONALLY
OMITTED	 	 	39	 



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	 	7.	 	 	AFFIRMATIVE COVENANTS	 	 	39	 
	
	
	
	

	 	 	 	 	 	7.1	 	 	 	Financial Statements
	 	 	39	 
	
	
	
	

	 	 	 	 	 	7.2	 	 	 	Certificates; Other Information
	 	 	40	 
	
	
	
	

	 	 	 	 	 	7.3	 	 	 	Legal Existence
	 	 	43	 
	
	
	
	

	 	 	 	 	 	7.4	 	 	 	Taxes
	 	 	43	 
	
	
	
	

	 	 	 	 	 	7.5	 	 	 	Insurance
	 	 	44	 
	
	
	
	

	 	 	 	 	 	7.6	 	 	 	Payment of Indebtedness and Performance of Obligations
	 	 	44	 
	
	
	
	

	 	 	 	 	 	7.7	 	 	 	Maintenance of Property; Environmental Investigations
	 	 	44	 
	
	
	
	

	 	 	 	 	 	7.8	 	 	 	Observance of Legal Requirements
	 	 	45	 
	
	
	
	

	 	 	 	 	 	7.9	 	 	 	Inspection of Property; Books and Records; Discussions
	 	 	45	 
	
	
	
	

	 	 	 	 	 	7.10	 	 	 	Licenses, Intellectual Property
	 	 	45	 
	
	
	
	

	 	 	 	 	 	7.11	 	 	 	Additional Guarantors
	 	 	45	 
	
	
	
	

	 	 	 	 	 	7.12	 	 	 	REIT Status; Operation of Business
	 	 	46	 
	
	
	
	

	 	 	 	 	 	7.13	 	 	 	More Restrictive Agreements
	 	 	46	 
	
	
	
	

	 	8.	 	 	NEGATIVE COVENANTS	 	 	47	 
	
	
	
	

	 	 	 	 	 	8.1	 	 	 	Liens
	 	 	47	 
	
	
	
	

	 	 	 	 	 	8.2	 	 	 	Merger, Consolidation and Certain Dispositions of Property
	 	 	47	 
	
	
	
	

	 	 	 	 	 	8.3	 	 	 	Investments, Loans, Etc
	 	 	49	 
	
	
	
	

	 	 	 	 	 	8.4	 	 	 	Business Changes
	 	 	50	 
	
	
	
	

	 	 	 	 	 	8.5	 	 	 	Amendments to Organizational Documents
	 	 	50	 
	
	
	
	

	 	 	 	 	 	8.6	 	 	 	Bankruptcy Proceedings
	 	 	50	 
	
	
	
	

	 	 	 	 	 	8.7	 	 	 	Sale and Leaseback
	 	 	51	 
	
	
	
	

	 	 	 	 	 	8.8	 	 	 	Transactions with Affiliates
	 	 	51	 
	
	
	
	

	 	 	 	 	 	8.9	 	 	 	Issuance of Additional Capital Stock by Subsidiary
Guarantors or Other Guarantors
	 	 	51	 
	
	
	
	

	 	 	 	 	 	8.10	 	 	 	Hedging Agreements
	 	 	51	 
	
	
	
	

	 	 	 	 	 	8.11	 	 	 	Restricted Payments
	 	 	51	 
	
	
	
	

	 	 	 	 	 	8.12	 	 	 	Unencumbered Assets Coverage Ratio
	 	 	52	 
	
	
	
	

	 	 	 	 	 	8.13	 	 	 	Fixed Charge Coverage Ratio
	 	 	52	 
	
	
	
	

	 	 	 	 	 	8.14	 	 	 	Minimum Tangible Net Worth
	 	 	52	 
	
	
	
	

	 	 	 	 	 	8.15	 	 	 	Maximum Total Indebtedness
	 	 	52	 
	
	
	
	

	 	 	 	 	 	8.16	 	 	 	Liabilities to Assets Ratio
	 	 	53	 
	
	
	
	

	 	 	 	 	 	8.17	 	 	 	Maximum Book Value of Ancillary Assets
	 	 	53	 



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	 	9.	 	 	DEFAULT	 	 	53	 
	
	
	
	

	 	 	 	 	 	9.1	 	 	 	Events of Default
	 	 	53	 
	
	
	
	

	 	10.	 	 	THE AGENT	 	 	56	 
	
	
	
	

	 	 	 	 	 	10.1	 	 	 	Appointment
	 	 	56	 
	
	
	
	

	 	 	 	 	 	10.2	 	 	 	Delegation of Duties
	 	 	56	 
	
	
	
	

	 	 	 	 	 	10.3	 	 	 	Exculpatory Provisions
	 	 	57	 
	
	
	
	

	 	 	 	 	 	10.4	 	 	 	Reliance by Administrative Agent
	 	 	57	 
	
	
	
	

	 	 	 	 	 	10.5	 	 	 	Notice of Default
	 	 	58	 
	
	
	
	

	 	 	 	 	 	10.6	 	 	 	Non-Reliance on Administrative Agent and Other Lenders
	 	 	58	 
	
	
	
	

	 	 	 	 	 	10.7	 	 	 	Indemnification
	 	 	58	 
	
	
	
	

	 	 	 	 	 	10.8	 	 	 	Administrative Agent in Its Individual Capacity
	 	 	59	 
	
	
	
	

	 	 	 	 	 	10.9	 	 	 	Successor Administrative Agent
	 	 	59	 
	
	
	
	

	 	11.	 	 	OTHER PROVISIONS	 	 	60	 
	
	
	
	

	 	 	 	 	 	11.1	 	 	 	Amendments and Waivers
	 	 	60	 
	
	
	
	

	 	 	 	 	 	11.2	 	 	 	Notices
	 	 	61	 
	
	
	
	

	 	 	 	 	 	11.3	 	 	 	No Waiver; Cumulative Remedies
	 	 	62	 
	
	
	
	

	 	 	 	 	 	11.4	 	 	 	Survival of Representations and Warranties
	 	 	62	 
	
	
	
	

	 	 	 	 	 	11.5	 	 	 	Payment of Expenses and Taxes
	 	 	62	 
	
	
	
	

	 	 	 	 	 	11.6	 	 	 	Lending Offices
	 	 	64	 
	
	
	
	

	 	 	 	 	 	11.7	 	 	 	Successors and Assigns
	 	 	64	 
	
	
	
	

	 	 	 	 	 	11.8	 	 	 	[Intentionally Omitted]
	 	 	66	 
	
	
	
	

	 	 	 	 	 	11.9	 	 	 	Counterparts
	 	 	66	 
	
	
	
	

	 	 	 	 	 	11.10	 	 	 	Adjustments; Set-off
	 	 	66	 
	
	
	
	

	 	 	 	 	 	11.11	 	 	 	Lenders’ Representations
	 	 	67	 
	
	
	
	

	 	 	 	 	 	11.12	 	 	 	Indemnity
	 	 	67	 
	
	
	
	

	 	 	 	 	 	11.13	 	 	 	Governing Law
	 	 	68	 
	
	
	
	

	 	 	 	 	 	11.14	 	 	 	Headings Descriptive
	 	 	68	 
	
	
	
	

	 	 	 	 	 	11.15	 	 	 	Severability
	 	 	68	 
	
	
	
	

	 	 	 	 	 	11.16	 	 	 	Integration
	 	 	68	 
	
	
	
	

	 	 	 	 	 	11.17	 	 	 	Consent to Jurisdiction
	 	 	68	 
	
	
	
	

	 	 	 	 	 	11.18	 	 	 	Service of Process
	 	 	68	 
	
	
	
	

	 	 	 	 	 	11.19	 	 	 	No Limitation on Service or Suit
	 	 	69	 
	
	
	
	

	 	 	 	 	 	11.20	 	 	 	WAIVER OF TRIAL BY JURY
	 	 	69	 
	
	
	
	

	 	 	 	 	 	11.21	 	 	 	TERMINATION
	 	 	69	 



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LIST OF EXHIBITS AND SCHEDULES




	 	 	 	 	 
	EXHIBITS:	 	 	 	 
	
	
	
	

	Exhibit A	 	
-
	 	Assignment and Assumption
	
	
	
	

	Exhibit B	 	
-
	 	Commitment Amounts and Domestic and LIBOR Lending Offices
	
	
	
	

	Exhibit C	 	
-
	 	[Intentionally Omitted]
	
	
	
	

	Exhibit D	 	
-
	 	Compliance Certificate
	
	
	
	

	Exhibit E	 	
-
	 	[Intentionally Omitted]
	
	
	
	

	Exhibit F	 	
-
	 	Guaranty
	
	
	
	

	Exhibit G	 	
-
	 	[Intentionally Omitted]
	
	
	
	

	Exhibit H	 	
-
	 	Note
	
	
	
	

	Exhibit I	 	
-
	 	Secretary’s Certificate (Borrower)
	
	
	
	

	Exhibit J	 	
-
	 	Secretary’s Certificate (Guarantor)
	
	
	
	

	Exhibit K	 	
-
	 	Points for Legal Opinions
	
	
	
	

	Exhibit L	 	
-
	 	[Intentionally Omitted]
	
	
	
	

	Exhibit M	 	
-
	 	Form of Notice of Conversion
	
	
	
	

	Exhibit N	 	
-
	 	Other Guaranty
	
	
	
	

	SCHEDULES:	 	 	 	 
	
	
	
	

	Schedule 4.4	 	
-
	 	Subsidiaries (including Subsidiary Guarantors)
	
	
	
	

	Schedule 4.5	 	
-
	 	Litigation
	
	
	
	

	Schedule 4.12	 	
-
	 	Plans
	
	
	
	

	Schedule 4.21	 	
-
	 	List of Unencumbered Assets



 







Table of Contents



         TERM LOAN AGREEMENT, dated as of March 1, 2002, by and among NEW PLAN
EXCEL REALTY TRUST, INC., a Maryland corporation (the “Borrower”), each lender
party hereto or which becomes a “Lender” pursuant to the provisions of Section
11.7 (each a “Lender” and, collectively, the “Lenders”), and FLEET NATIONAL
BANK (“FNB”), as administrative agent (in such capacity, the “Administrative
Agent”).






	1.	 	DEFINITIONS.







	 	1.1	 	Defined Terms.



         As used in this Agreement, terms defined in the preamble have the meanings
therein indicated, and the following terms have the following meanings:


         "Accountants”: PricewaterhouseCoopers LLP, or, after the date hereof, any
of: Arthur Andersen LLP; Deloitte & Touche LLP; Ernst & Young LLP; KPMG LLP;
or any successor to any of the foregoing; or such other firm of certified
public accountants of recognized national standing selected by the Borrower and
satisfactory to the Administrative Agent.


         "Acquisition”: the acquisition by the Borrower or any one or more of its
Subsidiaries, in one or more transactions, for approximately $660,000,000 (but
not less than $450,000,000) of a significant portion of the CenterAmerica
Property Trust, L.P. portfolio.


         "Acquisition Purchase Agreement”: the purchase agreement dated January
13, 2002, entered into by the Borrower with respect to the Acquisition.


         "Adjusted Net Operating Income”: for any period, the aggregate amount of
the Net Operating Income from each Unencumbered Asset during such period, less
the Capital Expense Reserve for such Unencumbered Asset during such period.


         "Advance”: a Prime Rate Loan or a LIBOR Loan, as the case may be.


         "Affected Advance”: as defined in Section 2.10.


         "Affected Principal Amount”: in the event that (i) the Borrower shall
fail for any reason to borrow or convert after it shall have notified the
Administrative Agent of its intent to do so in any instance in which it shall
have requested a LIBOR Loan on the Effective Date or pursuant to Section 2.8,
an amount equal to the principal amount of such LIBOR Loan; (ii) a LIBOR Loan
shall terminate for any reason prior to the last day of the Interest Period
applicable thereto, an amount equal to the principal amount of such LIBOR Loan;
or (iii) the Borrower shall prepay or repay all or any part of the principal
amount of a LIBOR Loan prior to the last day of the Interest Period applicable
thereto (including, without limitation, any mandatory prepayment or a
prepayment resulting from acceleration or illegality), an amount equal to the
principal amount of such LIBOR Loan so prepaid or repaid.


         "Affiliate”: as to any Person, any other Person which, directly or
indirectly, is in control of, is controlled by, or is under common control
with, such Person. For purposes of this definition, control of a Person shall
mean the power, direct or indirect, (i) to vote 10% or more of the securities
having ordinary voting power for the election of directors of such Person or
(ii) to


1







Table of Contents


direct or cause the direction of the management and policies of such
Person, whether by contract or otherwise.


         "Agreement”: this Term Loan Agreement, as the same may be amended,
supplemented or otherwise modified from time to time.


         "Agreement Regarding Fees”: that certain Agreement Regarding Fees dated
of even date herewith between FNB and the Borrower.


         "Ancillary Assets”: at any time, all Real Property of the Borrower and
its Subsidiaries, or in which the Borrower or any Subsidiary of the Borrower
has an interest (either directly or indirectly), and which is (i) a Development
Asset, (ii) a mortgage, or (iii) any other Real Property other than an open air
shopping center (including single tenant retail properties) or a residential
apartment building or a residential apartment community (and appurtenant
amenities).


         "Applicable Lending Office”: in respect of any Lender, (i) in the case of
such Lender’s Prime Rate Loans, its Domestic Lending Office and (ii) in the
case of such Lender’s LIBOR Loans, its LIBOR Lending Office.


         "Applicable Margin”: with respect to the unpaid principal balance of
Prime Rate Loans or LIBOR Loans, at all times during which the applicable
Pricing Level set forth below is in effect, the respective percentage set forth
below next to such Pricing Level:



	 	 	 	 	 	 	 	 	 
	Pricing Level	 	LIBOR Loans	 	Prime Rate Loans
	
	 	
	 	

	Pricing Level I
	 	 	0.80	%	 	 	0	%
	
	
	
	

	Pricing Level II
	 	 	0.90	%	 	 	0	%
	
	
	
	

	Pricing Level III
	 	 	1.15	%	 	 	0	%
	
	
	
	

	Pricing Level IV
	 	 	1.25	%	 	 	0	%
	
	
	
	

	Pricing Level V
	 	 	1.50	%	 	 	0.25	%



         Changes in the Applicable Margin resulting from a change in a Pricing
Level shall become effective as of the opening of business upon the date of any
change in the Senior Debt Rating of the Borrower, as determined by S&P or
Moody’s, as the case may be, which would affect the applicable Pricing Level.


         "Assignment and Assumption Agreement”: an assignment and assumption
agreement executed by an assignor and an assignee pursuant to which such
assignor assigns to such assignee all or any portion of such assignor’s Notes
and Commitments, substantially in the form of Exhibit A, with such changes
thereto as shall be reasonably acceptable to the Administrative Agent.


         "Assignment Fee”: as defined in Section 11.7(b).


         "Authorized Signatory”: the chairman of the board, the president, any
vice president, the Chief Financial Officer or any other duly authorized
officer (acceptable to the Administrative Agent) of the Borrower.


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         "Benefitted Lender”: as defined in Section 11.10.


         "Borrower’s Interest”: for any period, (i) with respect to Unencumbered
Assets owned by a DownREIT Partnership, a fraction, expressed as a percentage,
the numerator of which is the Net Operating Income of such Unencumbered Assets
for such period, less any distributions required to be made to partners or
members of such DownREIT Partnership, other than the Borrower and its
Subsidiaries, and the denominator of which is the Net Operating Income of such
Unencumbered Assets for such period, and (ii) with respect to any Ancillary
Asset, the percentage of profits and losses with respect thereto to which the
Borrower or its Subsidiaries, directly or indirectly, may be entitled to
receive for such period.


         "Borrowing Date”: the date on which the Borrower requests the Lenders to
make Loans, which date shall be the Effective Date.


         "Business Day”: for all purposes other than as set forth in clause (ii)
below, (i) any day other than a Saturday, a Sunday or a day on which commercial
banks located in Boston, Massachusetts or New York City, New York, are
authorized or required by law or other governmental action to close and (ii)
with respect to all notices and determinations in connection with, and payments
of principal and interest on, LIBOR Loans, any day which is also a LIBOR
Business Day.


         "Capital Leases”: leases which have been, or under GAAP are required to
be, capitalized.


         "Capital Event”: at any time after January 13, 2002, (i) the issuance of
any common stock of the Borrower or its Subsidiaries or other instruments which
would, in conformity with GAAP, be included under “shareholder’s equity” (or
any like caption) in a Consolidated balance sheet of the Borrower, (ii) the
issuance of any preferred stock of the Borrower, and/or (iii) the completion of
asset sales in a single transaction or series of transactions, the total net
proceeds from which (i.e. the events described in clauses (i), (ii) and (iii))
are $200,000,000 or more.


         "Capital Expense Reserve”: during any period, (i) with respect to each
Unencumbered Asset other than a residential apartment building or residential
apartment community, an amount equal to (A) a per annum rate of $.20 times (B)
the total Net Rentable Area of such Unencumbered Asset, and (ii) with respect
to each Unencumbered Asset that is a residential apartment building or
residential apartment community, an amount equal to (A) $150 times (B) the
number of apartment units in such residential apartment building or community
(in each case whether or not such reserves are actually established by the
Borrower).


         "Change of Control”: the occurrence of any one of the following events:


                  (a) any Person or Persons acting as a group shall acquire direct or
indirect ownership of 30% or more of the Borrower’s common Stock; or



                  (b) during any twelve month period on or after the Effective Date,
individuals who at the beginning of such period constituted the Board of
Directors of the Borrower (together with any new directors whose election by
the Board of Directors or whose nomination for election by the shareholders of
the Borrower was approved by a vote of at least a majority of the



3







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members of
the Board of Directors then in office who either were members of the Board of
Directors at the beginning of such period or whose election or nomination for
election was previously so approved) cease for any reason to constitute a
majority of the members of the Board of Directors then in office; or


                  (c) there occurs a change of control of the Borrower of a nature that
would be required to be reported in response to Item 1a of Form 8-K filed
pursuant to Section 13 or 15 under the Securities Exchange Act of 1934, or in
any other filing by the Borrower with the Securities and Exchange Commission;
or



                  (d) the Borrower consolidates with, is acquired by, or merges into or with
any Person (other than a merger permitted by Section 8.2).



         "Chief Financial Officer”: at any time, the chief financial officer of
the Borrower, or if the Borrower does not have a chief financial officer at
such time, the officer designated by the Borrower as its principal financial
officer or such other officer of the Borrower that is acceptable to the
Administrative Agent.


         "Code”: the Internal Revenue Code of 1986, as the same may be amended
from time to time, or any successor thereto, and the rules and regulations
issued thereunder, as from time to time in effect.


         "Commitment”: in respect of any Lender, such Lender’s undertaking to make
Loans, subject to the terms and conditions hereof, in an aggregate outstanding
principal amount not exceeding such Lender’s Commitment Amount.


         "Commitment Amount”: the amount set forth next to the name of such Lender
in Exhibit B under the heading “Commitments” as such Lender’s Commitment
Amount.


         "Commitment Percentage”: on any day, and as to any Lender, the quotient
of (i) such Lender’s Commitment Amount on such day, divided by (ii) the
Commitments of all Lenders on such day.


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


         "Consolidated”: the Borrower and its Subsidiaries which are consolidated
for financial reporting purposes.


         "Consolidated EBITDA”: for any period, net income for such period of the
Borrower and its Subsidiaries, determined on a Consolidated basis in accordance
with GAAP, plus, without duplication and to the extent deducted in determining
such net income, the sum of (i) Consolidated Interest Expense for such period,
(ii) the aggregate amount of any taxes paid during such period, (iii) the
aggregate amount attributable to depreciation and amortization for such period,
(iv) the aggregate amount of extraordinary charges during such period and (v)
the aggregate amount of non-cash expenses during such period, and minus,
without duplication and to the extent added in determining such net income for
such period, the aggregate amount of extraordinary gains during such period.


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         “Consolidated Fixed Charges”: during any period, the sum of each of the
following with respect to the Borrower and its Subsidiaries (without
duplication), determined on a Consolidated basis in accordance with GAAP: (i)
the aggregate amount of all interest expense, both expensed and capitalized
(including Consolidated Interest Expense) for such period, (ii) the aggregate
of all scheduled principal amounts that become payable during such period in
respect of any Indebtedness of the Borrower or its Subsidiaries (excluding
balloon payments at maturity) and (iii) the aggregate amount of all cash
dividends paid during such period in respect of preferred stock of the Borrower
or its Subsidiaries.


         “Consolidated Interest Expense”: for any period, interest and fees
accrued, accreted or paid by the Borrower and its Subsidiaries during such
period in respect of Consolidated Total Indebtedness, determined in accordance
with GAAP, including (a) the amortization of debt discounts to the extent
included in interest expense in accordance with GAAP, (b) the amortization of
all fees (including fees with respect to interest rate cap agreements or other
agreements or arrangements entered into by the Borrower or any of its
Subsidiaries designed to protect the Borrower or such Subsidiaries, as
applicable, against fluctuations in interest rates) payable in connection with
the incurrence of any Indebtedness to the extent included in interest expense
in accordance with GAAP and (c) the portion of any rents payable under capital
leases allocable to interest expense in accordance with GAAP.


         “Consolidated Total Indebtedness”: as of any date, the aggregate
principal amount of all Indebtedness of the Borrower and its Subsidiaries
determined on a Consolidated basis in accordance with GAAP, plus, if not
otherwise required to be reflected in the Borrower’s Consolidated balance sheet
(and without duplication) (i) Contingent Obligations of the Borrower and its
Subsidiaries on such date which are required in accordance with GAAP to be
disclosed in a footnote to any such balance sheet, and (ii) any guarantee by
the Borrower of any Indebtedness of an unconsolidated Subsidiary or joint
venture in which the Borrower is a direct or indirect investor (to the full
extent of the amount of such guaranteed Indebtedness on such date).


         “Contingent Obligation”: as to any Person, any obligation of such Person
guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or
other obligations (“Primary Obligations”) of any other Person (the “Primary
Obligor”) in any manner, whether directly or indirectly, and whether arising
from partnership or keep-well agreements, including, without limitation, any
obligation of such Person, whether contingent or not contingent (a) to purchase
any such Primary Obligation or any Property constituting direct or indirect
security therefor, (b) to advance or supply funds (i) for the purchase or
payment of any such Primary Obligation or (ii) to maintain working capital or
equity capital of the Primary Obligor or otherwise to maintain net worth,
solvency or other financial statement condition of the Primary Obligor, (c) to
purchase Property, securities or services primarily for the purpose of assuring
the beneficiary of any such Primary Obligation of the ability of the Primary
Obligor to make payment of such Primary Obligation or (d) otherwise to assure,
protect from loss or hold harmless the beneficiary of such Primary Obligation
against loss in respect thereof; provided, however, that the term Contingent
Obligation shall not include the endorsement of instruments for deposit or
collection in the
ordinary course of business. The term Contingent Obligation shall also
include the liability of a general partner in respect of the liabilities of the
partnership in which it is a general partner. The amount of any Contingent
Obligation of a Person shall be deemed to be an amount equal to the stated or
determinable amount of the Primary Obligation in respect of which such
Contingent


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Obligation is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof as determined by such
Person in good faith.


         “Conversion Date”: the date on which a LIBOR Loan is converted to a Prime
Rate Loan, or the date on which a Prime Rate Loan is converted to a LIBOR Loan,
or the date on which a LIBOR Loan is converted to a new LIBOR Loan, all in
accordance with Section 2.8.


         “Credit Party”: the Administrative Agent, the Lead Arranger, each Lender
and their successors and assigns.


         “Default”: any event or condition which constitutes an Event of Default
or which, with the giving of notice, the lapse of time, or any other condition,
would, unless cured or waived, become an Event of Default.


         “Defaulting Lender”: at any time, any Lender that, at such time, (i) has
failed to comply with any of its obligations to make a Loan as required
pursuant to Section 2.3 of this Agreement, (ii) has failed to pay to the
Administrative Agent or any Lender an amount owed by such Lender pursuant to
the terms of this Agreement or any of the other Loan Documents, or (iii) has
advised the Administrative Agent that it does not intend to comply with its
obligations under Section 2.3 by reason of having been deemed insolvent or
having become subject to a bankruptcy or insolvency proceeding.


         “Development Asset”: any Property of the Borrower or its Subsidiaries, or
in which the Borrower or any of its Subsidiaries has an interest (either
directly or indirectly) (i) which is new construction, or which is undergoing
an expansion which will increase the Net Rentable Area of such Property by
20,000 square feet or more (provided that with respect to any Property which is
under expansion, if the balance thereof is a fully integrated, rentable
property, then only the portion of such Property that is under expansion shall
be a Development Asset), and (ii) for which a certificate of occupancy, whether
temporary or permanent, or the functional equivalent thereof, has not been
issued with respect to such construction or expansion. Notwithstanding the
foregoing, any such new construction or expansion which shall have been a
Development Asset under the criteria of this definition shall no longer be a
Development Asset upon such time as (A) the same is an income-producing
Property in operating condition, and (B) at least 70% of the Net Rentable Area
(determined on an “as completed” basis) of such construction or expansion is
initially leased to tenants who have taken possession thereof.


         “Dollars” and “$”: lawful currency of the United States of America.


         “Domestic Lending Office”: in respect of any Lender, initially, the
office or offices of such Lender designated as such on Exhibit B; thereafter,
such other office of such Lender through which it shall be making or
maintaining Prime Rate Loans, as reported by such Lender to the Administrative
Agent and the Borrower.


         “DownREIT Partnership”: Excel Realty Partners, L.P., E. H. Properties,
L.P. and any other partnership or limited liability company hereafter created
by the Borrower for the purpose of acquiring assets qualifying as “real estate
assets” under Section 856(c) of the Code through the issuance of partnership or
limited liability company units in such partnership or limited liability
company to third parties, provided that, in the case of each such entity
(including Excel


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Realty Partners, L.P. and E. H. Properties, L.P.) (i) the
Borrower or a wholly owned Subsidiary of the Borrower is the sole general
partner or managing member of such partnership or limited liability company, as
the case may be, and (ii) the Borrower or its wholly owned Subsidiary shall be
entitled to receive not less than 99% of the net income and gains before
depreciation, if any, from such partnership or limited liability company after
the limited partners or non-managing members of such partnership or limited
liability company receive a stipulated distribution. Any partnership or limited
liability company created after the Effective Date must be approved by the
Administrative Agent as a “DownREIT Partnership” for purposes of being included
in this definition.


         “Effective Date”: the date on which the conditions specified in Section 5
are satisfied.


         “Environmental Laws”: any and all federal, state and local laws relating
to the environment, the use, storage, transporting, manufacturing, handling,
discharge, disposal or recycling of hazardous substances, materials or
pollutants or industrial hygiene and including, without limitation, (i) the
Comprehensive Environmental Response, Compensation and Liability Act, as
amended, 42 USCA §9601 et seq.; (ii) the Resource Conservation and Recovery Act
of 1976, as amended, 42 USCA §6901 et seq.; (iii) the Toxic Substance Control
Act, as amended, 15 USCA §2601 et seq.; (iv) the Water Pollution Control Act,
as amended, 33 USCA §1251 et seq.; (v) the Clean Air Act, as amended, 42 USCA
§7401 et seq.; (vi) the Hazardous Material Transportation Act, as amended, 49
USCA §1801 et seq. and (viii) all rules, regulations, judgments, decrees,
injunctions and restrictions thereunder and any analogous state law.


         “Environmental Risk Property”: any Real Property of the Borrower, a
Subsidiary or a DownREIT Partnership in respect of which, at any time:


                           (i) Hazardous Substances are (A) generated or manufactured on, transported
to or from, treated at, stored at or discharged from such Real Property in
violation of any Environmental Laws; (B) discharged into subsurface waters
under such Real Property in violation of any Environmental Laws; or (C)
discharged from such Real Property on or into property or waters (including
subsurface waters) adjacent to such Real Property in violation of any
Environmental Laws, and any of the foregoing events in (A), (B) or (C) has an
Adverse Environmental Impact; or



                           (ii) there exists with respect to such Real Property (A) a claim, demand,
suit, action, proceeding, condition, report, directive, lien, violation, or
non-compliance concerning any liability (including, without limitation,
potential liability for enforcement, investigatory costs, cleanup costs,
government response costs, removal costs, remedial costs, natural resources
damages, property damages, personal injuries or penalties) arising in
connection with: (x) any non-compliance with or violation of the requirements
of any applicable Environmental Laws, or (y) the presence of any Hazardous
Substance on such Real Property or the release of any Hazardous Substance into
the environment from such Real Property, or (B)
any actual liability in connection with the presence of any Hazardous
Substance on such Real Property or the release of any Hazardous Substance into
the environment from such Real Property, and any of the foregoing events in (A)
or (B) has an Adverse Environmental Impact.



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For purposes of this definition, the term “Adverse Environmental Impact” shall
mean any event described in clauses (A), (B) or (C) of paragraph (i) above or
clauses (A) or (B) of paragraph (ii) above which could reasonably be expected
to have a material adverse effect on (1) the value of such Real Property, (2)
the marketability of such Real Property, or (3) the ability to finance or
refinance such Real Property.


         “ERISA”: the Employee Retirement Income Security Act of 1974, as amended
from time to time, and the rules and regulations issued thereunder, as from
time to time in effect.


         “ERISA Affiliate”: any Person which is a member of any group of
organizations (i) described in Section 414(b) or (c) of the Code of which the
Borrower is a member, or (ii) solely for purposes of potential liability under
Section 302(c)(11) of ERISA and Section 412(c)(11) of the Code and the Lien
created under Section 302(f) of ERISA and Section 412(n) of the Code, described
in Section 414(m) or (o) of the Code of which the Borrower is a member.


         “ERISA Liabilities”: without duplication, the aggregate of all unfunded
vested benefits under all Plans and all potential withdrawal liabilities under
all Multiemployer Plans.


         “Event of Default”: any of the events specified in Section 9, provided
that any requirement for the giving of notice, the lapse of time or any other
condition specified in Section 9 has been satisfied.


         “Excluded Subsidiary”: Excel Realty Partners, L.P., a Delaware limited
partnership, E. H. Properties, L.P., a Delaware limited partnership, CA New
Plan Floating Rate Partnership, L.P., a Delaware limited partnership, and CA
New Plan Fixed Rate Partnership, L.P., a Delaware limited partnership.


         “Existing Credit Agreements” shall mean (i) that certain Credit Agreement
(Facility I) dated as of October 22, 2001 among the Borrower, The Bank of New
York, as Administrative Agent, and the lenders signatory thereto, as
subsequently amended, (ii) that certain Credit Agreement (Facility II), dated
as of November 17, 1999, among the Borrower, The Bank of New York, as
Administrative Agent, and the lenders signatory thereto, as subsequently
amended, and (iii) that certain Term Loan Agreement dated as of May 9, 2001
among the Borrower, FNB as Administrative Agent, and the lenders signatory
thereto, as subsequently amended, and any restatements, consolidations,
replacements or refinancings of any thereof.


         “Facility Fee”: as defined in Section 3.1.


         “Federal Funds Rate”: for any day, a rate per annum (expressed as a
decimal, rounded upwards, if necessary, to the next higher 1/100 of 1%), equal
to the weighted average of the rates on overnight federal funds transactions
with members of the Federal Reserve System arranged by federal funds brokers on
such day, as published by the Federal Reserve Bank of New York on the Business
Day next succeeding such day, provided that (i) if the day for which such rate
is to be determined is not a Business Day, the Federal Funds Rate for such day
shall be such rate on
such transactions on the next preceding Business Day as so published on
the next succeeding Business Day, and (ii) if such rate is not so published for
any day, the Federal Funds Rate for such day shall be the average of the
quotations for such day on such transactions received by FNB as determined by
FNB and reported to the Administrative Agent.


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         “Financial Statements”: as defined in Section 4.13.


         “Fixed Charge Coverage Ratio”: On any date of determination, for any
period, the ratio of (i) Consolidated EBITDA for such period to (ii)
Consolidated Fixed Charges for such period.


         “FNB”: Fleet National Bank.


         “Funds from Operations”: With respect to any Person for any fiscal
period, the sum of (i) the net income of such Person for such fiscal period
(computed in accordance with GAAP), excluding gains (or losses) from debt
restructuring and sales of property, (ii) depreciation and amortization, and
(iii) other non-cash items, and after adjustments for unconsolidated
partnerships and joint ventures. Adjustments for unconsolidated partnerships
and joint ventures will be calculated to reflect funds from operations on the
same basis.


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


         “Governmental Authority”: any nation or government, any state or other
political subdivision thereof, any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government
and any court or arbitrator.


         “Ground Lease”: a ground lease in favor of the Borrower, a wholly owned
Subsidiary or a DownREIT Partnership which has an unexpired term of 30 years or
more (inclusive of any tenant-controlled renewal options) and which includes
within its terms those rights customarily required by mortgagees making a loan
secured by the interest of the holder of the leasehold estate demised pursuant
to such ground lease.


         “Guaranty”: collectively, (i) a Guaranty, substantially in the form of
Exhibit F executed by each of the Subsidiary Guarantors identified on Schedule
4.4 and delivered to the Administrative Agent for the benefit of the Lenders on
or prior to the Effective Date, (ii) each additional Guaranty substantially in
the form of Exhibit F executed by each Required Additional Guarantor and
delivered to the Administrative Agent for the benefit of the Lenders after the
Effective Date, and (iii) each Other Guaranty.


         “Hazardous Substance”: any hazardous or toxic substance, material or
waste, including, but not limited to, (i) those substances, materials, and
wastes listed in the United States Department of Transportation Hazardous
Materials Table (49 CFR 172.101) or by the Environmental Protection Agency as
hazardous substances (40 CFR Part 302) and amendments thereto and replacements
therefor and (ii) any substance, pollutant or material defined as, or
designated in, any Environmental Law as a “hazardous substance,” “toxic
substance,” “hazardous material,” “hazardous waste,” “restricted hazardous
waste,” “pollutant,” “toxic pollutant” or words of similar import.


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


         “Highest Lawful Rate”: with respect to any Lender, the maximum rate of
interest, if any, that at any time or from time to time may be contracted for,
taken, charged or received by such Lender on its Note or which may be owing to
such Lender pursuant to this Agreement under the laws applicable to such Lender
and this Agreement.


         “Indebtedness”: as to any Person, at a particular time, all items which
constitute, without duplication, (a) indebtedness for borrowed money
(including, without limitation, indebtedness under this Agreement and the
Notes) or the deferred purchase price of Property (other than trade payables
incurred in the ordinary course of business), (b) indebtedness evidenced by
notes, bonds, debentures or similar instruments, (c) obligations with respect
to any conditional sale or title retention agreement, (d) indebtedness arising
under acceptance facilities and the amount available to be drawn under all
letters of credit issued for the account of such Person and, without
duplication, all drafts drawn thereunder to the extent such Person shall not
have reimbursed the issuer in respect of the issuer’s payment of such drafts,
(e) all liabilities secured by any Lien on any Property owned by such Person
even though such Person has not assumed or otherwise become liable for the
payment thereof (other than carriers’, warehousemen’s, mechanics’, repairmen’s
or other like non-consensual statutory Liens arising in the ordinary course of
business), (f) obligations under Capital Leases, (g) Contingent Obligations and
(h) ERISA Liabilities.


         “Indemnified Person”: as defined in Section 11.12.


         “Intellectual Property”: all copyrights, trademarks, patents, trade names
and service names.


         “Interest Payment Date”: as to any Loan, the first day of each month,
commencing with the first day of the first month following the date hereof.


         “Interest Period”: with respect to any LIBOR Loans requested by the
Borrower, the period commencing on, as the case may be, the Effective Date or
Conversion Date with respect to such LIBOR Loans and ending one, two, or three
months thereafter, as selected by the Borrower in its irrevocable request to
Administrative Agent with respect to the Loans to be made on the Effective Date
or its irrevocable notice of conversion as provided in Section 2.8; provided,
however, that all of the foregoing provisions relating to Interest Periods are
subject to the following:


                  (a) if any Interest Period pertaining to a LIBOR Loan would otherwise end
on a day which is not a Business Day, such Interest Period shall be extended to
the next succeeding Business Day unless the result of such extension would be
to carry such Interest Period into
another calendar month, in which event such Interest Period shall end on
the immediately preceding Business Day;



                  (b) if, with respect to the borrowing of any Loan as a LIBOR Loan or the
conversion of one Advance to another pursuant to Section 2.8, the Borrower
shall fail to give due



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notice with respect to the Loans to be made on the
Effective Date or with respect to a conversion as provided in Section 2.8, as
the case may be, the Borrower shall be deemed to have elected that such Loan or
Advance shall be made as a Prime Rate Loan;


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



                  (d) with respect to any Interest Period applicable to a LIBOR Loan, no
such Interest Period shall end after the Maturity Date; and



                  (e) the Borrower shall select Interest Periods so as not to have more than
four (4) different Interest Periods outstanding at any one time with respect to
LIBOR Loans.



         “Investments”: as defined in Section 8.3.


         “Lead Arranger”: Fleet Securities, Inc.


         “LIBOR”: as applicable to any Interest Period for any LIBOR Loan, the
rate per annum (rounded upwards, if necessary, to the nearest 1/32nd of one
percent) as determined on the basis of the offered rates for deposits in
Dollars, for the period of time comparable to such Interest Period which
appears on the Telerate page 3750 as of 11:00 a.m. London time on the day that
is two (2) LIBOR Business Days preceding the first day of such Interest Period;
provided, however, if the rate described above does not appear on the Telerate
system on any applicable interest determination date, LIBOR shall be the rate
(rounded upwards as described above, if necessary) for deposits in Dollars for
a period substantially equal to the Interest Period on the Reuters Page “LIBO”
(or such other page as may replace the LIBO Page on that service for the
purpose of displaying such rates), as of 11:00 a.m. (London Time), on the day
that is two (2) LIBOR Business Days prior to the beginning of such Interest
Period. If both the Telerate and Reuters systems are unavailable, then the
rate for that date will be determined on the basis of the offered rates for
deposits in Dollars for a period of time comparable to such Interest Period
which are offered by four major banks in the London interbank market at
approximately 11:00 a.m. London time, on the day that is two (2) LIBOR Business
Days preceding the first day of such Interest Period as selected by
Administrative Agent. The principal London office of each of the four major
London banks will be requested to provide a quotation of its U.S. dollar
deposit offered rate. If at least two such quotations are provided, the rate
for that date will be the arithmetic mean of the quotations. If fewer than two
quotations are provided, the rate for that date will be determined on the basis
of the rates quoted for loans in Dollars to leading European banks for a period
of time comparable to such Interest Period offered by major banks in New York
City at approximately 11:00 a.m. (New York City time), on the day that is two
(2) LIBOR Business Days preceding the first day of such Interest Period. In
the event that Administrative Agent is unable to obtain any such quotation as
provided above, it will be deemed that LIBOR
pursuant to a LIBOR Loan cannot be determined and the provisions of
Section 2.10 shall apply. In the event that the Board of Governors of the
Federal Reserve System shall impose a Reserve Percentage with respect to LIBOR
deposits of Administrative Agent, then for any period during which such Reserve
Percentage shall apply, LIBOR shall be equal to the amount determined above
divided by an amount equal to 1 minus the Reserve Percentage.


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         “LIBOR Business Day”: any day on which commercial banks are open for
international business (including dealings in Dollar deposits) in London,
England.


         “LIBOR Lending Office”: initially, the office of each Lender designated
as such in Exhibit B hereto; thereafter, such other office of such Lender, if
any, that shall be making or maintaining LIBOR Loans.


         “LIBOR Loans”: Loans bearing interest calculated by reference to a LIBOR.


         “Lien”: any mortgage, pledge, hypothecation, assignment, deposit or
preferential arrangement, encumbrance, lien (statutory or other), or other
security agreement or security interest of any kind or nature whatsoever,
including, without limitation, any conditional sale or other title retention
agreement and any capital or financing lease having substantially the same
economic effect as any of the foregoing.


         “Loan” and “Loans”: an individual term loan or the aggregate term loans
as the case may be, to be made by the Lenders hereunder. All Loans shall be
made in Dollars.


         “Loan Documents”: collectively, this Agreement, the Guaranty (and each
Guaranty subsequently delivered pursuant to Section 7.11) and the Notes.


         “Margin Stock”: any “margin stock”, as said term is defined in Regulation
U of the Board of Governors of the Federal Reserve System, as the same may be
amended or supplemented from time to time.


         “Material Adverse Effect”: a material adverse effect on (i) the financial
condition, operations, business, or Properties of (A) the Borrower or (B) the
Borrower and its Subsidiaries taken as a whole, (ii) the ability of the
Borrower to perform its obligations under the Loan Documents or (iii) the
ability of the Administrative Agent and the Lenders to enforce the Loan
Documents.


         “Maturity Date”: the earlier of (i) February 28, 2003, or (ii) the date
on which the Notes shall become due and payable, whether by acceleration or
otherwise.


         “Moody’s”: Moody’s Investors Services, Inc.


         “Multiemployer Plan”: a plan defined as such Section 3(37) of ERISA to
which contributions have been made by the Borrower or any ERISA Affiliate and
which is covered by Title IV of ERISA.


         “Net Operating Income”: for any period and with respect to all assets
which are Unencumbered Assets during such period, net income for such period,
determined in accordance
with GAAP, attributable to Unencumbered Assets, plus depreciation and
amortization, interest expense and any extraordinary or non-recurring losses
deducted in calculating such net income, minus extraordinary or non-recurring
gains and payments (including rent insurance proceeds and condemnation awards)
included in such net income, minus any portion of such net income attributable
to rents paid by any tenant which is an Affiliate of the Borrower, minus an
amount (but not less than zero) equal to the difference between (i) 3% of
Operating Income for such


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period, less (ii) management fees payable in respect
of such Unencumbered Assets during such period. For purposes of any
calculation of Net Operating Income, real estate taxes, ground rent and
insurance, shall be included only at their stabilized, recurring levels.


         “Net Rentable Area”: with respect to any Real Property, the floor area of
any buildings, structures or improvements thereof (expressed in square feet)
available for leasing to tenants, as determined in accordance with the leases
or site plans or leasing plans for such Real Property, or if such leases or
site plans do not set forth the floor area demised thereunder (or if such Real
Property is not subject to a lease), then as determined by the Borrower in
accordance with an industry-accepted protocol approved by the Administrative
Agent.


         “Non-Recourse Exclusions”: With respect to any Indebtedness of any Person
which is secured by one or more parcels of Real Property or interests therein
and which is not a general obligation of such Person, any usual and customary
exclusions from the non-recourse limitations governing such Indebtedness,
including, without limitation, exclusions for claims that (i) are based on
fraud, intentional misrepresentation or misapplication of funds, (ii) result
from intentional mismanagement of or waste at such Real Property, (iii) arise
from the presence of Hazardous Substances on such Real Property; or (iv) are
the result of any unpaid real estate taxes and assessments.


         “Non-Recourse Indebtedness”: At any time, Indebtedness of the Borrower
and of its Subsidiaries at such time which is secured by one or more parcels of
Real Property or interests therein and which is not a general obligation of the
Borrower or such Subsidiary, the holder of such Indebtedness having recourse
solely to the parcels of Real Property securing such Indebtedness, the leases
thereon and the rents and profits thereof (except for recourse against the
general credit of the Borrower or its Subsidiaries for any Non-Recourse
Exclusions), provided that in calculating the amount of Non-Recourse
Indebtedness at any time, the amount of any Non-Recourse Exclusions which are
the subject of a final judgment shall not be included in Non-Recourse
Indebtedness.


         “Note” and “Notes”: as defined in Section 2.2.


         “Operating Property”: Any Real Property which at any time (i) is an
income-producing property in operating condition and in respect of which no
material part thereof has been damaged by fire or other casualty (unless such
damage has been repaired) or condemned (unless such condemnation has been
restored), (ii) is a retail shopping center, residential apartment building,
office building or other operating Property, (iii) for which a certificate of
occupancy, whether temporary or permanent, or the functional equivalent
thereof, has been issued for all improvements comprising the same and are in
full force and effect, and (iv) is at least 60% occupied by tenants who have
accepted the property and are paying rent in accordance with the
terms of their leases, and “Operating Properties” means all such Operating
Properties, collectively.


         “Other Guarantor”: Any wholly owned Subsidiary of Borrower required to
execute and deliver an Other Guaranty pursuant to Section 7.11(b).


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         “Other Guaranty”: Each guaranty substantially in the form of Exhibit N
executed by an Other Guarantor and delivered to the Administrative Agent for
the benefit of the Lenders after the Effective Date in accordance with Section
7.11(b).


         “PBGC”: the Pension Benefit Guaranty Corporation established pursuant to
Subtitle A of Title IV of ERISA, or any Governmental Authority succeeding to
the functions thereof.


         “Permitted Liens”: Liens permitted to exist under Section 8.1.


         “Person”: an individual, a partnership, a corporation, a business trust,
a limited liability company, a joint stock company, a trust, an unincorporated
association, a joint venture, a Governmental Authority or any other entity of
whatever nature.


         “Plan”: any employee benefit or other plan established or maintained by
the Borrower or any ERISA Affiliate and which is covered by or subject to the
minimum funding standards of Title IV of ERISA, other than a Multiemployer
Plan.


         “Pricing Level”: one of the following five pricing levels, as applicable,
provided that if the ratings by S&P and Moody’s in any such Pricing Level are
split by one equivalent rating level, the operative rating would be deemed to
be the higher of the two ratings, and if the ratings by S&P and Moody’s in any
such Pricing Level are split by more than one equivalent rating level, the
operative rating would be deemed to be one rating level higher than the lower
of the two ratings, and provided, further, that during any period that the
Borrower has no Senior Debt Rating, Pricing Level V would be the applicable
Pricing Level:


         “Pricing Level I”: the Pricing Level which would be applicable for so
long as the Senior Debt Rating is greater than or equal to A- by S&P or A3 by
Moody’s;


         “Pricing Level II”: the Pricing Level which would be applicable for so
long as the Senior Debt Rating is equal to BBB+ by S&P or Baa1 by Moody’s and
Pricing Level I is not applicable;


         “Pricing Level III”: the Pricing Level which would be applicable for so
long as the Senior Debt Rating is equal to BBB by S&P or Baa2 by Moody’s and
Pricing Levels I and II are not applicable;


         “Pricing Level IV”: the Pricing Level which would be applicable for so
long as the Senior Debt Rating is equal to BBB- by S&P or Baa3 by Moody’s and
Pricing Levels I, II and III are not applicable; and


         “Pricing Level V”: the Pricing Level which would be applicable for so
long as the Senior Debt Rating is less than BBB- by S&P or Baa3 by Moody’s and
Pricing Levels I, II, III and IV are not applicable.


         “Prime Rate”: the greater of (a) the variable annual rate of interest
announced from time to time by Administrative Agent at Administrative Agent’s
Domestic Lending Office as its “Prime Rate” or (b) one-half of one percent
(0.5%) above the Federal Funds Rate (rounded upwards, if necessary, to the next
one-eighth of one percent). The Prime Rate is a reference rate and does not
necessarily represent the lowest or best rate being charged to any customer.
Any


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change in the rate of interest payable hereunder resulting from a change in
the Prime Rate shall become effective as of the opening of business on the day
on which such change in the Prime Rate becomes effective, without notice or
demand of any kind.


         “Prime Rate Loans”: those Loans bearing interest calculated by reference
to the Prime Rate.


         “Property”: all types of real, personal, tangible, intangible or mixed
property.


         “Rated Period”: Any period during which S&P and Moody’s are maintaining a
Senior Debt Rating and such Senior Debt Rating is at least BBB- as determined
by S&P, and at least Baa3, as determined by Moody’s.


         “Real Property”: all real Property, and all interests in real Property,
owned, leased or held by the Borrower or any Subsidiary of the Borrower.


         “REIT”: a Person qualifying as a real estate investment trust under
sections 856-859 of the Code and the regulations and rulings of the Internal
Revenue Service issued thereunder.


         “Remaining Interest Period”: (i) in the event that the Borrower shall
fail for any reason to borrow a Loan in respect of which it shall have
requested a LIBOR Loan or convert an Advance to a LIBOR Loan after it shall
have notified the Administrative Agent of its intent to do so with respect to
the Loans to be made on the Effective Date or with respect to a conversion
pursuant to Section 2.8, a period equal to the Interest Period that the
Borrower elected in respect of such LIBOR Loan; or (ii) in the event that a
LIBOR Loan shall terminate for any reason prior to the last day of the Interest
Period applicable thereto, a period equal to the remaining portion of such
Interest Period if such Interest Period had not been so terminated; or (iii) in
the event that the Borrower shall prepay or repay all or any part of the
principal amount of a LIBOR Loan (including, without limitation, any mandatory
prepayment or a prepayment resulting from acceleration or illegality) prior to
the last day of the Interest Period applicable thereto, a period equal to the
period from and including the date of such prepayment or repayment to but
excluding the last day of such Interest Period.


         “Rent Roll”: a schedule prepared by the Borrower from time to time
identifying (i) the Real Property owned by the Borrower or its Subsidiaries and
stating whether such items of Real Property are Unencumbered Assets at such
time, (ii) the annual base rent payable under each lease of Real Property owned
by the Borrower or any of its Subsidiaries, (iii) the commencement and
termination dates of the term of each such lease, (iv) any renewal options with
respect to such lease, (v) the Net Rentable Area of the space demised under
each such lease and (vi) such other information as the Administrative Agent may
reasonably require.


         “Required Additional Guarantors”: any Subsidiary required to execute and
deliver a Guaranty pursuant to Section 7.11(a).


         “Required Lenders”: means (a) as of any date on which there are five (5)
or more Lenders, not less than three (3) Lenders whose aggregate Commitment
Percentage exceeds fifty percent (50%) and (b) as of any date on which there
are fewer than five (5) Lenders, the Lender or Lenders whose aggregate
Commitment Percentage exceeds fifty percent (50%).


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         “Reserve Percentage”: for any day with respect to a LIBOR Loan, the
maximum rate (expressed as a decimal) at which any lender subject thereto would
be required to maintain reserves (including, without limitation, all base,
supplemental, marginal and other reserves) under Regulation D of the Board of
Governors of the Federal Reserve System (or any successor or similar
regulations relating to such reserve requirements) against “Eurocurrency
Liabilities” (as that term is used in Regulation D or any successor or similar
regulation), if such liabilities were outstanding. The Reserve Percentage
shall be adjusted automatically on and as of the effective date of any change
in the Reserve Percentage.


         “Restricted Payment”: as to any Person, any dividend or other
distribution by such Person (whether in cash, securities or other property)
with respect to any shares of any class of equity securities or beneficial
interests of such Person, or any payment (whether in cash, securities or other
property), including any sinking fund or similar deposit, on account of the
purchase, redemption, retirement, acquisition, cancellation or termination of
any such shares or beneficial interests or any option, warrant or other right
to acquire any such shares or beneficial interests.


         “Senior Debt Rating”: the senior unsecured non-credit-enhanced debt
rating of the Borrower as determined by S&P and/or Moody’s from time to time.


         “Special Counsel”: Long Aldridge & Norman LLP, special counsel to FNB.


         “S&P”: Standard & Poor’s Ratings Group.


         “Stock”: any and all shares, rights, interests, participations, warrants,
depositary receipts or other equivalents (however designated) of corporate
stock, including, without limitation, so-called “phantom stock,” preferred
stock and common stock.


         “Subsidiary”: as to any Person, any corporation, association,
partnership, limited liability company, joint venture or other business entity
of which such Person, directly or indirectly, either (i) in respect of a
corporation, owns or controls more than 50% of the outstanding Stock having
ordinary voting power to elect a majority of the board of directors or similar
managing body, irrespective of whether a class or classes shall or might have
voting power by reason of the happening of any contingency, or (ii) in respect
of an association, partnership, limited liability company, joint venture or
other business entity (other than a corporation which is provided for in (i)
above), is entitled to share, either directly or indirectly through an entity
described in clause (i) above, in more than 50% of the profits and losses,
however determined.


         “Subsidiary Guarantor” means the Subsidiaries of the Borrower listed on
Schedule 4.4 and designated thereof as a Subsidiary Guarantor, each Required
Additional Guarantor, and their successors and assigns; and “Subsidiary
Guarantors” shall mean all such guarantors, collectively.


         “Supermajority Lenders” shall mean the Lender or Lenders whose aggregate
Commitment Percentage exceeds sixty-six and two-thirds percent (66.67%).


         “Tangible Net Worth”: as of any date of determination thereof with
respect to the Borrower and its Subsidiaries, determined on a Consolidated
basis in accordance with GAAP, the remainder of (i) the amounts which would, in
conformity with GAAP, be included under


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“shareholder’s equity” (or any like
caption) on a Consolidated balance sheet of the Borrower and its Subsidiaries
as at such date, minus (ii) the net book value of all assets of the Borrower
and its Subsidiaries on a Consolidated basis (to the extent reflected in the
Consolidated balance sheet of the Borrower at such date) which would be treated
as intangibles under GAAP, including, without limitation, goodwill (whether
representing the excess cost over book value of assets acquired or otherwise),
patents, trademarks, trade names, franchises, copyrights, licenses, service
marks, rights with respect to the foregoing and deferred charges (including,
without limitation, unamortized debt discount and expense, organization costs
and research and development costs).


         “Taxes”: any present or future income, stamp or other taxes, levies,
imposts, duties, fees, assessments, deductions, withholdings, or other charges
of whatever nature, now or hereafter imposed, levied, collected, withheld, or
assessed by any Governmental Authority.


         “Total Capital”: on any date, the sum of, without duplication, (i) all
Indebtedness of the Borrower and its Subsidiaries on such date, (ii) the
amounts which would, in conformity with GAAP, be included under “shareholder’s
equity” (or any like caption) on a Consolidated balance sheet of the Borrower
and its Subsidiaries as at such date, (iii) the value of all issued and
outstanding preferred stock of the Borrower as set forth on the balance sheet
of the Borrower as at such date, and (iv) all Loans outstanding on such date.


         “Total Commitment Amount”: on any day, the sum of the Commitment Amounts
of all Lenders on such day.


         “Unencumbered Asset”: any Operating Property which at any time (i) is
wholly owned in fee simple by the Borrower, a wholly owned Subsidiary of the
Borrower or a DownREIT Partnership (or is the subject of a Ground Lease), (ii)
is free and clear of all Liens (other than Liens permitted under clauses (i),
(ii), (iii), (iv), (v) (vi), (viii) and (ix) of Section 8.1), (iii) does not
have applicable to it (or to any such Ground Lease) any restriction on the
pledge, transfer, mortgage or assignment of such Operating Property or Ground
Lease (including any restriction imposed by the organizational documents of any
such Subsidiary or DownREIT Partnership), (iv) if owned by any such Subsidiary
or DownREIT Partnership, the Stock, partnership interests or membership
interests, as the case may be, of such Subsidiary or DownREIT Partnership that
are owned by the Borrower or any Subsidiary are not subject to any pledge or
security interest in favor of any Person other than the Borrower or a
Subsidiary Guarantor, (v) is not an Environmental Risk Property; (vi) does not
have, to the best of the Borrower’s knowledge, any title, survey, environmental
or other defect which could reasonably be expected to materially and adversely
affect the value, use or marketability thereof, and (vii) is located within the
contiguous 48 states of the continental United States; and “Unencumbered
Assets” mean all such Unencumbered Assets, collectively.


         “Unencumbered Assets Coverage Ratio”: on any date of determination the
ratio of (i) the sum of all Adjusted Net Operating Income for all Unencumbered
Assets of the Borrower and its Subsidiaries on a Consolidated basis, plus
(without duplication) the Borrower’s Interest in all Adjusted Net Operating
Income for all Unencumbered Assets owned by a DownREIT Partnership, in each
case for the fiscal quarter most recently then ending, to (ii) the portion of
the Consolidated Interest Expense consisting of interest on all unsecured
Indebtedness of the Borrower and its Subsidiaries as of such fiscal quarter
end.


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         “Unencumbered Asset Value”: as of any date the quotient of (i) an amount
equal to the Adjusted Net Operating Income for all Unencumbered Assets in the
aggregate for the four fiscal quarters of the Borrower most recently ending as
of such date, divided by (ii) 10%. For purposes of any determination of
Unencumbered Asset Value, the following limitations and methodology shall
apply: (A) the Adjusted Net Operating Income of any Unencumbered Asset owned
by a DownREIT Partnership shall be based on the Borrower’s Interest in the
Adjusted Net Operating Income for each such Unencumbered Asset for the four
fiscal quarters having ended as of such date; (B) in the event more than 10% of
the gross base rents payable under all leases for Properties of the Borrower,
its Subsidiaries or a DownREIT Partnership (including the Borrower’s Interest
in any Property) shall be payable by one tenant and its Subsidiaries, then
Unencumbered Asset Value shall be reduced by the percentage amount of such
excess multiplied by the Unencumbered Asset Value attributable to the
Properties leased or controlled by such tenant and its Subsidiaries, and (C) in
the event that the Borrower or a Subsidiary of the Borrower shall not have
owned an Unencumbered Asset for the entire previous four fiscal quarters, then
for the purposes of determining the Unencumbered Asset Value with respect to
such Unencumbered Asset, the Adjusted Net Operating Income for such
Unencumbered Asset shall be annualized in a manner reasonably satisfactory to
the Administrative Agent.






	 	1.2	 	Other Definitional Provisions.



                  (a) All terms defined in this Agreement shall have the meanings given such
terms herein when used in the Loan Documents or any certificate, opinion or
other document made or delivered pursuant hereto or thereto, unless otherwise
defined therein.



                  (b) As used in the Loan Documents and in any certificate, opinion or other
document made or delivered pursuant hereto or thereto, accounting terms not
defined in Section 1.1, and accounting terms partly defined in Section 1.1, to
the extent not defined, shall have the respective meanings given to them under
GAAP.



                  (c) The words “hereof”, “herein”, “hereto” and “hereunder” and similar
words when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement, and Section, schedule and
exhibit references contained herein shall refer to Sections hereof or schedules
or exhibits hereto unless otherwise expressly provided herein.



                  (d) The word “or” shall not be exclusive; “may not” is prohibitive and not
permissive.



                  (e) Unless the context otherwise requires, words in the singular number
include the plural, and words in the plural include the singular.



                  (f) Unless specifically provided in a Loan Document to the contrary,
references to time shall refer to Boston, Massachusetts time.







	2.	 	AMOUNT AND TERMS OF LOANS.









          2.1    Loans. Subject to the terms and conditions set forth in this
Agreement, each of the Lenders severally agrees to lend to the Borrower on the Effective Date the aggregate



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principal amount of such Lender’s Commitment
Amount, for the purposes set forth in Section 2.15. On the Effective Date, the
Total Commitment Amount as of the Effective Date shall be disbursed to Borrower
in a single advance. The Loan shall be made pro rata in accordance with each
Lender’s Commitment Percentage. The acceptance by Borrower of the Loans
hereunder shall constitute a representation and warranty by the Borrower that
all of the conditions set forth in Section 5 have been satisfied. No Lender
shall have any obligation to make a Loan to the Borrower of more than the
principal face amount of its Note.






	 	2.2	 	Notes.



                  (a) Notes as Evidence of Indebtedness. The Loan of each Lender shall be
evidenced by a promissory note of the Borrower, substantially in the form of
Exhibit H, with appropriate insertions therein as to date and principal amount
(each, as endorsed or modified from time to time, a “Note” and, collectively
with the Notes of all other Lenders, the “Notes”), payable to the order of such
Lender for the account of its Applicable Lending Office in the initial
principal face amount equal to the original amount of the Commitment of such
Lender and representing the obligation of the Borrower to pay the lesser of (a)
the original amount of the Commitment of such Lender and (b) the aggregate
unpaid principal balance of all Loans of such Lender, plus interest and other
amounts due and owing to the Lenders under the Loan Documents.



                  (b) The Notes Generally. Each Note shall bear interest from the date
thereof on the unpaid principal balance thereof at the applicable interest rate
or rates per annum determined as provided in Section 2.9 and shall be stated to
mature on the Maturity Date. The following information shall be recorded by
each Lender on its books: (i) the date and amount of the Loan of such Lender;
(ii) its character as a Prime Rate Loan, a LIBOR Loan or a combination thereof;
(iii) the interest rate and Interest Period applicable to LIBOR Loans; and (iv)
each payment and prepayment of the principal thereof; provided, that the
failure of such Lender to make any such recordation or endorsement shall not
affect the obligations of the Borrower to make payment when due of any amount
owing under the Loan Documents.







	 	2.3	 	Procedure for Loan Borrowings.



                  (a) Intentionally Omitted.



                  (b) Intentionally Omitted.



                  (c) Intentionally Omitted.



                  (d) Funding of Loans. Each Lender will make its Loan, in an amount equal
to its Commitment Amount, available to the Administrative Agent for the account
of the Borrower at the office of the Administrative Agent set forth in Section
11.2 not later than 12:30 P.M. on the Borrowing Date in funds immediately
available to the Administrative Agent at such office. The amounts so made
available to the Administrative Agent on the Borrowing Date will then, subject
to the satisfaction of the terms and conditions of this Agreement, as
determined by the Administrative Agent, be made available on such date to the
Borrower by the Administrative Agent at the office of the Administrative Agent
specified in, Section 11.2 by crediting the account



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of the Borrower on the books
of such office with the aggregate of said amounts received by the
Administrative Agent.


                  (e) Intentionally Omitted.



                  (f) Administrative Agent’s Assumption. Unless the Administrative Agent
shall have received prior notice from a Lender (by telephone or otherwise, such
notice to be promptly confirmed by telecopy or other writing) that such Lender
will not make available to the Administrative Agent such Lender’s pro rata
share of the Loans, the Administrative Agent may assume that such Lender has
made such share available to the Administrative Agent on the Borrowing Date in
accordance with this Section, provided that such Lender received notice of the
proposed borrowing from the Administrative Agent, and the Administrative Agent
may, in reliance upon such assumption, make available to the Borrower on the
Borrowing Date a corresponding amount. If and to the extent such Lender shall
not have so made such pro rata share available to the Administrative Agent,
such Lender and the Borrower severally agree to pay to the Administrative Agent
forthwith on demand such corresponding amount (to the extent not previously
paid by the other), together with interest thereon for each day from the date
such amount is made available to the Borrower until the date such amount is
paid to the Administrative Agent, at a rate per annum equal to, in the case of
the Borrower, the applicable interest rate set forth in Section 2.9 for Prime
Rate Loans or LIBOR Loans, as initially requested by Borrower, and, in the case
of such Lender, the Federal Funds Rate in effect on each such day (as
determined by the Administrative Agent). Such payment by the Borrower,
however, shall be without prejudice to its rights against such Lender. If such
Lender shall pay to the Administrative Agent such corresponding amount, such
amount so paid shall constitute such Lender’s Loan as part of the Loans for
purposes of this Agreement, which Loan shall be deemed to have been made by
such Lender on the Borrowing Date applicable to such Loans, but without
prejudice to the Borrower’s rights against such Lender.







	 	2.4	 	[Intentionally Omitted].







	 	2.5	 	[Intentionally Omitted].







	 	2.6	 	Repayment of Loans; Evidence of Debt.



                  (a) Promise to Pay. The Borrower hereby unconditionally promises to pay
to the Administrative Agent for the account of each Lender the then unpaid
principal amount of each Loan on the Maturity Date.



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



                  (c) Administrative Agent’s Accounts. The Administrative Agent shall
maintain accounts in which it shall record (i) the amount of each Loan made
hereunder, the type of Advance thereof and the Interest Period applicable
thereto, (ii) the amount of any principal or interest due and payable or to
become due and payable from the Borrower to each Lender



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hereunder and (iii) the
amount of any other sum received by the Administrative Agent hereunder for the
account of the Lenders and each Lender’s share thereof.


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


         (e)  Loans Evidenced by Notes. The Loans and interest thereon shall at all
times (including after assignment pursuant to Section 11.7) be represented by
one or more Notes in like form payable to the order of the payee named therein
and its registered assigns.






	 	2.7	 	Prepayments of the Loans.



                  (a) Voluntary Prepayments. The Borrower may, at its option, prepay the
Prime Rate Loans and LIBOR Loans, in whole or in part, without premium or
penalty (other than any indemnification amounts, as provided for in Section
2.14) at any time and from time to time by notifying the Administrative Agent
in writing at least one Business Day prior to the proposed prepayment date in
the case of Loans consisting of Prime Rate Loans and at least three Business
Days prior to the proposed prepayment date in the case of Loans consisting of
LIBOR Loans, specifying the Loans to be prepaid consisting of Prime Rate Loans,
LIBOR Loans or a combination thereof, the amount to be prepaid and the date of
prepayment. Such notice shall be irrevocable and the amount specified in such
notice shall be due and payable on the date specified, together with accrued
interest to the date of such payment on the amount prepaid. Upon receipt of
such notice, the Administrative Agent shall promptly notify each Lender in
respect thereof. Partial prepayments of Prime Rate Loans and/or LIBOR Loans
shall be in an aggregate minimum principal amount of $1,000,000 or such amount
plus a whole multiple of $100,000 in excess thereof, or, if less, the
outstanding principal balance thereof. After giving effect to any partial
prepayment with respect to LIBOR Loans which were converted on the same date
and which had the same Interest Period, the outstanding principal amount of
such LIBOR Loans shall be at least (subject to Section 2.8(a)) $1,000,000 or
such amount plus a whole multiple of $100,000 in excess thereof. Any Loans
prepaid shall not be readvanced.



                  (b) In General. If any prepayment is made in respect of any Advance, in
whole or in part, prior to the last day of the applicable Interest Period, the
Borrower agrees to indemnify the Lenders in accordance with Section 2.14.







	 	2.8	 	Conversions.



                  (a) Conversion Elections. The Borrower may elect from time to time to
convert LIBOR Loans to Prime Rate Loans by giving the Administrative Agent at
least one Business Day’s prior irrevocable notice of such election, specifying
the amount to be so converted, provided, that any such conversion of LIBOR
Loans shall only be made on the last day of the Interest Period applicable
thereto. In addition, the Borrower may elect from time to



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time to convert
Prime Rate Loans to LIBOR Loans or to convert LIBOR Loans to new LIBOR Loans by
giving the Administrative Agent at least two Business Days’ prior irrevocable
notice of such election, specifying the amount to be so converted and the
initial Interest Period relating thereto, provided that any such conversion of
Prime Rate Loans to LIBOR Loans shall only be made on a Business Day and any
such conversion of LIBOR Loans to new LIBOR Loans shall only be made on the
last day of the Interest Period applicable to the LIBOR Loans which are to be
converted to such new LIBOR Loans. Each such notice shall be in the form of
Exhibit M and must be delivered to the Administrative Agent prior to 12:00 noon
on the Business Day required by this Section for the delivery of such notices
to the Administrative Agent. The Administrative Agent shall promptly provide
the Lenders with notice of any such election. Prime Rate Loans and LIBOR Loans
may be converted pursuant to this Section in whole or in part, provided that
conversions of Prime Rate Loans to LIBOR Loans, or LIBOR Loans to new LIBOR
Loans, shall be in an aggregate principal amount of $5,000,000 or such amount
plus a whole multiple of $100,000 in excess thereof.


                  (b) Effect on Conversions if an Event of Default. Notwithstanding
anything in this Section to the contrary, no Prime Rate Loan may be converted
to a LIBOR Loan, and no LIBOR Loan may be converted to a new LIBOR Loan, if a
Default or Event of Default has occurred and is continuing either (i) at the
time the Borrower shall notify the Administrative Agent of its election to
convert or (ii) on the requested Conversion Date. In such event, such Prime
Rate Loan shall be automatically continued as a Prime Rate Loan or such LIBOR
Loan shall be automatically converted to a Prime Rate Loan on the last day of
the Interest Period applicable to such LIBOR Loan. If an Event of Default
shall have occurred and be continuing, the Administrative Agent shall, at the
request of the Required Lenders, notify the Borrower (by telephone or
otherwise) that all, or such lesser amount as the Required Lenders shall
designate, of the outstanding LIBOR Loans shall be automatically converted to
Prime Rate Loans, in which event such LIBOR Loans shall be automatically
converted to Prime Rate Loans on the date such notice is given.



         (c)  Conversion not a Borrowing. Each conversion shall be effected by each
Lender by applying the proceeds of its new Prime Rate Loan or LIBOR Loan, as
the case may be, to its Advances (or portion thereof) being converted (it being
understood that such conversion shall not constitute a borrowing for purposes
of Sections 4 or 5).






	 	2.9	 	Interest Rate and Payment Dates.



                  (a) Prior to Maturity. Except as otherwise provided in Section 2.9(b),
prior to the Maturity Date, the Loans shall bear interest on the outstanding
principal balance thereof at the applicable interest rate or rates per annum
set forth below:



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	ADVANCES	 	RATE
	
	 	

	Each Prime Rate Loan	 	
Prime Rate plus the Applicable Margin.
	
	
	
	

	Each LIBOR Loan	 	
LIBOR for the applicable Interest Period plus
the Applicable Margin.



                  (b) Event of Default. After the occurrence and during the continuance of
an Event of Default, the outstanding principal balance of the Loans and any
overdue interest or other amount payable under the Loan Documents shall bear
interest, whether before or after the entry of any judgment thereon, at a rate
per annum equal to the Prime Rate plus 2%.



                  (c) Interest Payment Dates. Accrued interest on each Loan shall be
payable in arrears on each Interest Payment Date for such Loan, provided that
(i) interest accrued pursuant to paragraph (b) of this Section shall be payable
on demand, (ii) in the event of any repayment or prepayment of any Loan,
accrued interest on the principal amount repaid or prepaid shall be payable on
the date of such repayment or prepayment and (iii) in the event of any
conversion of any LIBOR Loans prior to the end of the current Interest Period
therefor, accrued interest on such Loan shall be payable on the effective date
of such conversion.



                  (d) General. Interest on (i) Prime Rate Loans shall be calculated on the
basis of a 365 day year and (ii) LIBOR Loans shall be calculated on the basis
of a 360-day year, in each case for the actual number of days elapsed,
including the first day but excluding the last. Any change in the interest
rate on the Loans resulting from a change in the Prime Rate or a Pricing Level
shall become effective as of the opening of business on the day on which such
change shall become effective. The Administrative Agent shall, as soon as
practicable, notify the Borrower and the Lenders of the effective date and the
amount of each such change in the Prime Rate or a Pricing Level, but any
failure to so notify shall not in any manner affect the obligation of the
Borrower to pay interest on the Loans in the amounts and on the dates required.
Each determination of the Prime Rate, a LIBOR or a Pricing Level by the
Administrative Agent pursuant to this Agreement shall be conclusive and binding
on the Borrower and the Lenders absent manifest error. At no time shall the
interest rate payable on the Loans of any Lender, together with the Facility
Fee and all other amounts payable under the Loan Documents, to the extent the
same are construed to constitute interest, exceed the Highest Lawful Rate. If
interest payable to a Lender on any date would exceed the maximum amount
permitted by the Highest Lawful Rate, such interest payment shall automatically
be reduced to such maximum permitted amount, and interest for any subsequent
period, to the extent less than the maximum amount permitted for such period by
the Highest Lawful Rate, shall be increased by the unpaid amount of such
reduction. Any interest actually received for any period in excess of such
maximum allowable amount for such period shall be deemed to have been applied as a
prepayment of the Loans. The Borrower acknowledges that the Prime Rate is only
one of the bases for computing interest on loans made by the Lenders, and by
basing interest payable on Prime Rate Loans on the Prime Rate, the Lenders have
not committed to charge, and the Borrower has not in any way bargained for,
interest based on a lower or the lowest rate at which the Lenders may now or in
the future make loans to other borrowers.







	 	2.10	 	Substituted Interest Rate.



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         In the event that (i) the Administrative Agent shall have reasonably
determined (which determination shall be conclusive and binding upon the
Borrower) that by reason of circumstances affecting the interbank eurodollar
market adequate and reasonable means do not exist for ascertaining the LIBOR
applicable pursuant to Section 2.9 or (ii) the Required Lenders shall have
notified the Administrative Agent that they have reasonably determined (which
determination shall be conclusive and binding on the Borrower) that the
applicable LIBOR will not adequately and fairly reflect the cost to such
Lenders of maintaining or funding loans bearing interest based on such LIBOR,
with respect to any portion of the Loans that the Borrower has requested be
made as LIBOR Loans or LIBOR Loans that will result from the requested
conversion of any portion of the Advances into LIBOR Loans (each, an “Affected
Advance”), the Administrative Agent shall promptly notify the Borrower and the
Lenders (by telephone or otherwise, to be promptly confirmed in writing) of
such determination, on or, to the extent practicable, prior to the requested
Borrowing Date or Conversion Date for such Affected Advances. If the
Administrative Agent shall give such notice, (a) any Affected Advances shall be
made as Prime Rate Loans, (b) the Advances (or any portion thereof) that were
to have been converted to Affected Advances shall be converted to or continued
as Prime Rate Loans and (c) any outstanding Affected Advances shall be
converted, on the last day of the then current Interest Period with respect
thereto, to Prime Rate Loans. Until any notice under clauses (i) or (ii), as
the case may be, of this Section has been withdrawn by the Administrative Agent
(by notice to the Borrower promptly upon either (x) the Administrative Agent
having determined that such circumstances affecting the LIBOR market no longer
exist and that adequate and reasonable means do exist for determining the LIBOR
pursuant to Section 2.9 or (y) the Administrative Agent having been notified by
such Required Lenders that circumstances no longer render the Advances (or any
portion thereof) Affected Advances), no further LIBOR Loans shall be required
to be made by the Lenders nor shall the Borrower have the right to convert all
or any portion of the Loans to LIBOR Loans.






	 	2.11	 	Taxes; Net Payments.



                  (a) All payments made by the Borrower, any Subsidiary Guarantor or any
Other Guarantor under the Loan Documents shall be made free and clear of, and
without reduction for or on account of, any taxes, levies, imposts, deductions,
charges or withholdings required by law to be withheld from any amounts payable
under the Loan Documents. A statement setting forth the calculations of any
amounts payable pursuant to this paragraph submitted by a Lender to the
Borrower shall be conclusive absent manifest error. The obligations of the
Borrower under this Section shall survive the termination of this Agreement and
the Commitments and the payment of the Notes and all other amounts payable
under the Loan Documents.



                  (b) Each Lender which is a foreign corporation within the meaning of
Section 1442 of the Code shall deliver to the Borrower such certificates,
documents or other evidence as the Borrower may reasonably require from time to
time as are necessary to establish that such Lender is not subject to
withholding under Section 1441 or 1442 of the Code or as may be necessary to
establish, under any law hereafter imposing upon the Borrower, an obligation to
withhold any portion of the payments made by the Borrower under the Loan
Documents, that payments to the Administrative Agent on behalf of such Lender
are not subject to withholding.



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	 	2.12	 	Illegality.



         Notwithstanding any other provisions herein, if any law, regulation,
treaty or directive hereafter enacted, promulgated, approved or issued, or any
change in any presently existing law, regulation, treaty or directive, or in
the interpretation or application thereof, shall make it unlawful for any
Lender to make or maintain its LIBOR Loans as contemplated by this Agreement,
such Lender shall so notify the Administrative Agent and the Administrative
Agent shall forthwith give notice thereof to the other Lenders and the
Borrower, whereupon (i) the commitment of such Lender hereunder to make LIBOR
Loans or convert Prime Rate Loans to LIBOR Loans shall forthwith be suspended
and (ii) such Lender’s Loans then outstanding as LIBOR Loans affected hereby,
if any, shall be converted automatically to Prime Rate Loans on the last day of
the then current Interest Period applicable thereto or within such earlier
period as required by law. If the commitment of any Lender with respect to
LIBOR Loans is suspended pursuant to this Section and thereafter it is once
again legal for such Lender to make or maintain LIBOR Loans, such Lender’s
commitment to make or maintain LIBOR Loans shall be reinstated and such Lender
shall notify the Administrative Agent and the Borrower of such event.
Notwithstanding the foregoing, to the extent that the conditions giving rise to
the notice requirement set forth in this Section can be eliminated by the
transfer of such Credit Party’s Loans or Commitment to another of its branches,
and to the extent that such transfer is not inconsistent with such Credit
Party’s internal policies of general application and only if, as determined by
such Credit Party in its sole discretion, the transfer of such Loan or
Commitment, as the case may be, would not otherwise adversely affect such Loans
or such Credit Party, the Borrower may request, and such Lender shall use
reasonable efforts to effect, such transfer.






	 	2.13	 	Increased Costs.



         In the event that any law, regulation, treaty or directive hereafter
enacted, promulgated, approved or issued or any change in any presently
existing law, regulation, treaty or directive therein or in the interpretation
or application thereof by any Governmental Authority charged with the
administration thereof or compliance by any Credit Party (or any corporation
directly or indirectly owning or controlling such Credit Party) with any
request or directive, whether or not having the force of law, from any central
bank or other Governmental Authority, agency or instrumentality:


                  (a) does or shall subject any Credit Party to any Taxes of any kind
whatsoever with respect to any LIBOR Loans or its obligations under this
Agreement to make LIBOR Loans, or change the basis of taxation of payments to
any Credit Party of principal, interest or any other amount payable hereunder
in respect of its LIBOR Loans, including any Taxes required to be withheld from
any amounts payable under the Loan Documents (except for
imposition of, or change in the rate of, tax on the overall net income of
such Credit Party or its Applicable Lending Office for any of such Advances by
the jurisdiction in which such Credit Party is incorporated or has its
principal office or such Applicable Lending Office, including, in the case of
Credit Parties incorporated in any State of the United States, such tax imposed
by the United States); or



                  (b) does or shall impose, modify or make applicable any reserve, special
deposit, compulsory loan, assessment, increased cost or similar requirement
against assets held



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by, or deposits of, or advances or loans by, or other
credit extended by, or any other acquisition of funds by, any office of such
Credit Party in respect of its LIBOR Loans, which, in the case of LIBOR Loans,
is not otherwise included in the determination of the LIBOR;


and the result of any of the foregoing is to increase the cost to such Credit
Party of making, issuing, renewing, converting or maintaining its LIBOR Loans
or its commitment to make such LIBOR Loans, or to reduce any amount receivable
hereunder in respect of its LIBOR Loans, then, in any such case, the Borrower
shall pay such Credit Party, upon its demand, any additional amounts necessary
to compensate such Credit Party for such additional cost or reduction in such
amount receivable which such Credit Party deems to be material as determined by
such Credit Party; provided, however, that nothing in this Section shall
require the Borrower to indemnify the Credit Parties with respect to
withholding Taxes for which the Borrower has no obligation under Section 2.11.
No failure by any Credit Party to demand compensation for any increased cost
during any Interest Period shall constitute a waiver of such Credit Party’s
right to demand such compensation at any time. A statement setting forth the
calculations of any additional amounts payable pursuant to the foregoing
sentence submitted by a Credit Party to the Borrower shall be conclusive absent
manifest error. The obligations of the Borrower under this Section shall
survive the termination of this Agreement and any of the Commitments or the
payment of the Notes and all other amounts payable under the Loan Documents.
Failure to demand compensation pursuant to this Section shall not constitute a
waiver of such Credit Party’s right to demand such compensation. To the extent
that any increased costs of the type referred to in this Section are being
incurred by a Credit Party and such costs can be eliminated or reduced by the
transfer of such Credit Party’s Loans or Commitment to another of its branches,
and to the extent that such transfer is not inconsistent with such Credit
Party’s internal policies of general application and only if, as determined by
such Credit Party in its sole discretion, the transfer of such Loan or
Commitment, as the case may be, would not otherwise materially adversely affect
such Loan or such Credit Party, the Borrower may request, and such Lender shall
use reasonable efforts to effect, such transfer.






	 	2.14	 	Indemnification for Break Funding Losses.



         Notwithstanding anything contained herein to the contrary, if (i) the
Borrower shall fail to borrow on the Borrowing Date, if it shall have requested
a LIBOR Loan, or shall fail to convert on a Conversion Date, after it shall
have given notice to do so in which it shall have requested a LIBOR Loan
pursuant to Section 2.8, or (ii) a LIBOR Loan shall be terminated or prepaid
for any reason prior to the last day of the Interest Period applicable thereto
(including, without limitation, any mandatory prepayment or a prepayment
resulting from acceleration or illegality), the Borrower agrees to indemnify
each Credit Party against, and to pay on demand directly to such Credit Party,
any loss or expense suffered by such Credit Party as a result of such failure
to borrow or convert, or such termination or repayment, including, without
limitation, an amount, if greater than zero, equal to:



	 	 	 	 	 
	A x (B-C)	 	
x
	 	D
	 	 	 	 	

	 	 	 	 	360
	
	
	
	

	where:	 	 	 	 



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	 	 	 	“A” equals such Credit Party’s pro rata share of the Affected
Principal Amount;
	 
	 	 	 	“B” equals the applicable LIBOR;
	 
	 	 	 	“C” equals the applicable LIBOR (expressed as a decimal) in effect
on or about the first day of the applicable Remaining Interest
Period, based on the applicable rates offered or bid, as the case
may be, on or about such date, for deposits in an amount equal
approximately to such Credit Party’s pro rata share of the Affected
Principal Amount with an Interest Period equal approximately to the
applicable Remaining Interest Period, as determined by such Credit
Party;
	 
	 	 	 	“D” equals the number of days from and including the first day of
the applicable Remaining Interest Period to but excluding the last
day of such Remaining Interest Period;



and any other out-of-pocket loss or expense (including any internal processing
charge customarily charged by such Credit Party) suffered by such Credit Party
in connection with such LIBOR Loan including, without limitation, in
liquidating or employing deposits acquired to fund or maintain the funding of
its pro rata share of the Affected Principal Amount, or redeploying funds
prepaid or repaid, in amounts which correspond to its pro rata share of the
Affected Principal Amount. A statement setting forth the calculations of any
amounts payable pursuant to this Section submitted by a Credit Party to the
Borrower shall be conclusive and binding on the Borrower absent manifest error.
The obligations of the Borrower under this Section shall survive the
termination of this Agreement and the Commitments and the payment of the Notes
and all other amounts payable under the Loan Documents.






	 	2.15	 	Use of Proceeds.



         The proceeds of Loans shall be used solely for (i) partial financing for
the Acquisition; and (ii) general business purposes, including, without
limitation, working capital.






	 	2.16	 	Capital Adequacy.



         If (i) after the date hereof, the enactment or promulgation of, or any
change or phasing in of, any United States or foreign law or regulation or in
the interpretation thereof by any Governmental Authority charged with the
administration thereof, (ii) compliance with any directive or guideline from
any central bank or United States or foreign Governmental Authority (whether or
not having the force of law) promulgated or made after the date hereof, or
(iii) compliance with the Risk-Based Capital Guidelines of the Board of
Governors of the Federal
Reserve System as set forth in 12 CFR Parts 208 and 225, or of the
Comptroller of the Currency, Department of the Treasury, as set forth in 12 CFR
Part 3, or similar legislation, rules, guidelines, directives or regulations
under any applicable United States or foreign Governmental Authority affects or
would affect the amount of capital required to be maintained by a Credit Party
(or any lending office of such Credit Party) or any corporation directly or
indirectly owning or controlling such Credit Party or imposes any restriction
on or otherwise adversely affects such Credit Party (or any lending office of
such Credit Party) or any corporation directly or indirectly owning or
controlling such Credit Party and such Credit Party shall have reasonably


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determined that such enactment, promulgation, change or compliance has the
effect of reducing the rate of return on such Credit Party’s capital or the
asset value to such Credit Party of any Loan made by such Credit Party as a
consequence, directly or indirectly, of its obligations to make and maintain
the funding of its Loans at a level below that which such Credit Party could
have achieved but for such enactment, promulgation, change or compliance (after
taking into account such Credit Party’s policies regarding capital adequacy) by
an amount deemed by such Credit Party to be material, then, upon demand by such
Credit Party, the Borrower shall promptly pay to such Credit Party such
additional amount or amounts as shall be sufficient to compensate such Credit
Party for such reduction in such rate of return or asset value. A certificate
in reasonable detail as to such amounts submitted to the Borrower and the
Administrative Agent setting forth the determination of such amount or amounts
that will compensate such Credit Party for such reductions shall be presumed
correct absent manifest error. No failure by any Credit Party to demand
compensation for such amounts hereunder shall constitute a waiver of such
Credit Party’s right to demand such compensation at any time. Such Credit
Party shall, however, use reasonable efforts to notify the Borrower of such
claim within 90 days after the officer of such Credit Party having primary
responsibility for this Agreement has obtained knowledge of the events giving
rise to such claim. The obligations of the Borrower under this Section shall
survive the termination of this Agreement and the Commitments and the payment
of the Notes and all other amounts payable under the Loan Documents.






	 	2.17	 	Administrative Agent’s Records.



         The Administrative Agent’s records with respect to the Loans, the interest
rates applicable thereto, each payment by the Borrower of principal and
interest on the Loans, and fees, expenses and any other amounts due and payable
in connection with this Agreement shall be presumptively correct absent
manifest error as to the amount of the Loans, and the amount of principal and
interest paid by the Borrower in respect of such Loans and as to the other
information relating to the Loans, and amounts paid and payable by the Borrower
hereunder and under the Notes. The Administrative Agent will when requested by
the Borrower advise the Borrower of the principal and interest outstanding
under the Loans as of the date of such request and the dates on which such
payments are due.






	3.	 	FEES; PAYMENTS.







	 	3.1	 	Facility Fee.



                  (a) The Borrower agrees to pay to FNB and Lead Arranger on the Effective
Date a commitment and loan structuring fee (the “Facility Fee”), as provided in
the Agreement Regarding Fees. Fleet shall pay to the other Lenders a commitment and
loan structuring fee in accordance with their separate agreement.



                  (b) The Borrower agrees to pay any other fees payable to any Credit Party
under any separate agreement at the times so agreed upon in such separate
agreements.



                  (c) The Facility Fee shall be paid on the date due, in immediately
available funds, to FNB. The Facility Fee shall not be refundable under any
circumstances.







	 	3.2	 	Payments; Application of Payments.



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         Each payment, including each prepayment, of principal and interest on the
Loans and the Facility Fee shall be made by the Borrower to the Administrative
Agent or FNB, as applicable, without set-off, deduction or counterclaim, at its
office set forth in Section 11.2 in funds immediately available to the
Administrative Agent at such office by 12:00 noon on the due date for such
payment. Promptly upon receipt thereof by the Administrative Agent, the
Administrative Agent shall remit, in like funds as received, to the Lenders who
maintain any of their Loans as Prime Rate Loans or LIBOR Loans, each such
Lender’s pro rata share of such payments which are in respect of principal or
interest due on such Prime Rate Loans or LIBOR Loans. The failure of the
Borrower to make any such payment by such time shall not constitute a default
hereunder, provided that such payment is made on such due date, but any such
payment made after 12:00 noon on such due date shall be deemed to have been
made on the next Business Day for the purpose of calculating interest on
amounts outstanding on the Loans. If any payment hereunder or under the Notes
shall be due and payable on a day which is not a Business Day, the due date
thereof (except as otherwise provided in the definition of Interest Period)
shall be extended to the next Business Day and interest shall be payable at the
applicable rate specified herein during such extension. If any payment is made
with respect to any LIBOR Loans prior to the last day of the applicable
Interest Period, the Borrower shall indemnify each Lender in accordance with
Section 2.14.






	4.	 	REPRESENTATIONS AND WARRANTIES.



         In order to induce the Administrative Agent and the Lenders to enter into
this Agreement and to make the Loans the Borrower makes the following
representations and warranties to the Administrative Agent and each Lender:






	 	4.1	 	Existence and Power.



                  (a) The Borrower is a Maryland corporation duly organized and validly
existing and in good standing under the laws of Maryland, has all requisite
power and authority to own its Property and to carry on its business as now
conducted, and is in good standing and authorized to do business in each
jurisdiction in which the nature of the business conducted therein or the
Property owned therein make such qualification necessary, except where such
failure to qualify could not reasonably be expected to have a Material Adverse
Effect.



                  (b) Each Subsidiary of the Borrower (including each Subsidiary Guarantor)
is a corporation, partnership, limited liability company, real estate
investment trust or business trust, is validly existing and in good standing
under the laws of the jurisdiction of its
organization, has all requisite power and authority to own its Property
and to carry on its business as now conducted, and is in good standing and
authorized to do business in each other jurisdiction in which the nature of the
business conducted therein or the Property owned therein make such
qualification necessary, except where such failure to qualify could not
reasonably be expected to have a Material Adverse Effect.







	 	4.2	 	Authority.



         The Borrower has full legal power and authority to enter into, execute,
deliver and perform the terms of the Loan Documents to which it is a party and
to make the borrowings


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contemplated thereby, to execute, deliver and carry out
the terms of the Notes and to incur the obligations provided for herein and
therein, all of which have been duly authorized by all proper and necessary
corporate action.






	 	4.3	 	Binding Agreement.



                  (a) The Loan Documents to which the Borrower is a party constitute the
valid and legally binding obligations of the Borrower, enforceable in
accordance with their respective terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization or other similar
laws affecting the enforcement of creditors’ rights generally.



                  (b) The execution, delivery and performance by the Borrower of the Loan
Documents to which it is a party does not violate the provisions of any
applicable statute, law (including, without limitation, any applicable usury or
similar law), rule or regulation of any Governmental Authority.







	 	4.4	 	Subsidiaries; DownREIT Partnerships.



         The Borrower has only the Subsidiaries set forth on Schedule 4.4.
Schedule 4.4 sets forth the name of, and the ownership interest of the Borrower
in, each Subsidiary of the Borrower and identifies each Subsidiary that is a
Subsidiary Guarantor, in each case as of the Effective Date. The shares of each
corporate Subsidiary of the Borrower that are owned by the Borrower are duly
authorized, validly issued, fully paid and nonassessable and are owned free and
clear of any Liens. The interest of the Borrower in each non-corporate
Subsidiary is owned free and clear of any Liens (other than Liens applicable to
a partner under the terms of any partnership agreement to secure the Borrower’s
obligation to make capital contributions or similar payments thereunder). As
of the Effective Date, the only DownREIT Partnerships are Excel Realty
Partners, L.P. and E.H. Properties, L.P.






	 	4.5	 	Litigation.



                  (a) There are no actions, suits or proceedings at law or in equity or by
or before any Governmental Authority (whether or not purportedly on behalf of
the Borrower or any Subsidiary of the Borrower) pending or, to the knowledge of
the Borrower, threatened against the Borrower or any Subsidiary of the Borrower
or any of their respective Properties or rights, which (i) if adversely
determined, could reasonably be expected to have a Material Adverse Effect,
(ii) call into question the validity or enforceability of any of the Loan
Documents, or (iii) could reasonably be expected to result in the rescission,
termination or
cancellation of any franchise, right, license, permit or similar
authorization held by the Borrower or any Subsidiary of the Borrower, which
rescission, termination or cancellation could reasonably be expected to have a
Material Adverse Effect.



                  (b) As of the date hereof, Schedule 4.5 sets forth all actions, suits and
proceedings at law or in equity or by or before any Governmental Authority
(whether or not purportedly on behalf of the Borrower or any Subsidiary of the
Borrower) pending or, to the knowledge of the Borrower, threatened against the
Borrower, any Subsidiary of the Borrower or any of their respective Properties
or rights which, if adversely determined, could have a Material Adverse Effect.



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	 	4.6	 	Required Consents.



         No consent, authorization or approval of, filing with, notice to, or
exemption by, stockholders, any Governmental Authority or any other Person not
obtained is required to be obtained by the Borrower to authorize, or is
required in connection with the execution, delivery and performance of the Loan
Documents or is required to be obtained by the Borrower as a condition to the
validity or enforceability of the Loan Documents.






	 	4.7	 	No Conflicting Agreements.



         Neither the Borrower nor any Subsidiary of the Borrower is in default
beyond any applicable grace or cure period under any mortgage, indenture,
contract or agreement to which it is a party or by which it or any of its
Property is bound, the effect of which default could reasonably be expected to
have a Material Adverse Effect. The execution, delivery or carrying out of the
terms of the Loan Documents will not constitute a default under, or result in
the creation or imposition of, or obligation to create, any Lien upon any
Property of the Borrower or any Subsidiary of the Borrower pursuant to the
terms of any such mortgage, indenture, contract or agreement.






	 	4.8	 	Compliance with Applicable Laws.



         Neither the Borrower nor any Subsidiary of the Borrower is in default with
respect to any judgment, order, writ, injunction, decree or decision of any
Governmental Authority which default could reasonably be expected to have a
Material Adverse Effect. The Borrower and each Subsidiary of the Borrower is in
compliance in all material respects with all statutes, regulations, rules and
orders applicable to Borrower or such Subsidiary of all Governmental
Authorities, including, without limitation, (i) Environmental Laws and ERISA, a
violation of which could reasonably be expected to have a Material Adverse
Effect and (ii) §§856-860 of the Code, compliance with which is required to
preserve the Borrower’s status as a REIT.






	 	4.9	 	Taxes.



         Each of the Borrower and its Subsidiaries has filed or caused to be filed
all tax returns required to be filed and has paid, or has filed appropriate
extensions and has made adequate provision for the payment of, all taxes shown
to be due and payable on said returns or in any assessments made against it
(other than those being contested as permitted under Section 7.4) in which the
failure to pay could reasonably be expected to have a Material Adverse Effect,
and no tax Liens have been filed with respect thereto. The charges, accruals and
reserves on the books of the Borrower and each Subsidiary of the Borrower with
respect to all federal, state, local and other taxes are, to the best knowledge
of the Borrower, adequate for the payment of all such taxes, and the Borrower
knows of no unpaid assessment which is due and payable against it or any of its
Subsidiaries or any claims being asserted which could reasonably be expected to
have a Material Adverse Effect.






	 	4.10	 	Governmental Regulations.



         Neither the Borrower nor any Subsidiary of the Borrower is subject to
regulation under the Public Utility Holding Company Act of 1935, as amended,
the Federal Power Act, as


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amended, or the Investment Company Act of 1940, as
amended, and neither the Borrower nor any Subsidiary of the Borrower is subject
to any statute or regulation which prohibits or restricts the incurrence of
Indebtedness under the Loan Documents, including, without limitation, statutes
or regulations relative to common or contract carriers or to the sale of
electricity, gas, steam, water, telephone, telegraph or other public utility
services.






	 	4.11	 	Federal Reserve Regulations; Use of Loan Proceeds.



         Neither the Borrower nor any Subsidiary of the Borrower is engaged
principally, or as one of its important activities, in the business of
extending credit for the purpose of purchasing or carrying any Margin Stock.
No part of the proceeds of the Loans will be used, directly or indirectly, for
a purpose which violates any law, rule or regulation of any Governmental
Authority, including, without limitation, the provisions of Regulations T, U or
X of the Board of Governors of the Federal Reserve System, as amended. No part
of the proceeds of the Loans will be used, directly or indirectly, to purchase
or carry Margin Stock or to extend credit to others for the purpose of
purchasing or carrying Margin Stock.






	 	4.12	 	Plans; Multiemployer Plans.



         As of the Effective Date, each of the Borrower and its ERISA Affiliates
maintains or makes contributions only to the Plans and Multiemployer Plans
listed on Schedule 4.12. Each Plan, and, to the best knowledge of the
Borrower, each Multiemployer Plan, is in compliance in all material respects
with, and has been administered in all material respects in compliance with,
the applicable provisions of ERISA, the Code and any other applicable Federal
or state law, and no event or condition is occurring or exists concerning which
the Borrower would be under an obligation to furnish a report to the
Administrative Agent and each Lender as required by Section 7.2(d). As of
September 30, 2001, each Plan was “fully funded”, which for purposes of this
Section means that the fair market value of the assets of such Plan is not less
than the present value of the accrued benefits of all participants in the Plan,
computed on a plan termination basis. To the best knowledge of the Borrower,
no Plan has ceased being fully funded.






	 	4.13	 	Financial Statements.



         The Borrower has heretofore delivered to the Administrative Agent and the
Lenders (i) copies of the audited Consolidated Balance Sheet of the Borrower
and its Consolidated Subsidiaries as of December 31, 2000, and the Consolidated
Statements of Operations, Stockholders’ Equity and Cash Flows for the Borrower
and its Consolidated Subsidiaries for the
nine months ended September 30, 2001 and (ii) the Consolidated Statements
of Income and Cash Flows for the Borrower and its Consolidated Subsidiaries for
the nine months of the Borrower ending September 30, 2001, certified by its
Chief Financial Officer (collectively, with the related notes and schedules,
the “Financial Statements”). The Financial Statements fairly present the
Consolidated financial condition and results of the operations of the Borrower
and its Consolidated Subsidiaries as of the dates and for the periods indicated
therein and have been prepared in conformity with GAAP. Except as reflected in
the Financial Statements or in the notes thereto, neither the Borrower nor any
Subsidiary of the Borrower has any obligation or liability of any kind (whether
fixed, accrued, contingent, unmatured or otherwise) which, in accordance with
GAAP, should have been shown on the Financial Statements and was not.


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Since
September 30, 2001 through the Effective Date there has been no material
adverse change in the financial condition or business of the Borrower and its
Subsidiaries taken as a whole.






	 	4.14	 	Property.



         Each of the Borrower and its Subsidiaries has good and marketable title to
all of its Property, title to which is material to the Borrower or such
Subsidiary, subject to no Liens, except Permitted Liens. There are no unpaid
or outstanding real estate or similar taxes or assessments on or against any
Real Property other than (i) real estate or other taxes or assessments that are
not yet due and payable, and (ii) such taxes as the Borrower or any Subsidiary
of the Borrower is contesting in good faith or which individually or in the
aggregate could not reasonably be expected to have a Materially Adverse Effect.
There are no pending eminent domain proceedings against any Real Property,
and, to the knowledge of the Borrower, no such proceedings are presently
threatened or contemplated by any Governmental Authority against any Real
Property, which individually or in the aggregate could reasonably be expected
to have a Material Adverse Effect. None of the Real Property is now damaged as
a result of any fire, explosion, accident, flood or other casualty which
individually or in the aggregate could reasonably be expected to have a
Material Adverse Effect.






	 	4.15	 	Franchises, Intellectual Property, Etc.



         Each of the Borrower and its Subsidiaries possesses or has the right to
use all franchises, Intellectual Property, licenses and other rights, in each
case that are material and necessary for the conduct of its business, with no
known conflict with the valid rights of others which could reasonably be
expected to have a Material Adverse Effect. No event has occurred which
permits or, to the best knowledge of the Borrower, after notice or the lapse of
time or both, or any other condition, could reasonably be expected to permit,
the revocation or termination of any such franchise, Intellectual Property,
license or other right and which revocation or termination could reasonably be
expected to have a Material Adverse Effect.






	 	4.16	 	Environmental Matters.



                  (a) The Borrower and each of its Subsidiaries is in compliance with the
requirements of all applicable Environmental Laws except for such
non-compliance which could not, either individually or in the aggregate, be
reasonably expected to have a Material Adverse Effect.



                  (b) No Hazardous Substances have been (i) generated or manufactured on,
transported to or from, treated at, stored at or discharged from any Real
Property in violation of any Environmental Laws; (ii) discharged into
subsurface waters under any Real Property in violation of any Environmental
Laws; or (iii) discharged from any Real Property on or into property or waters
(including subsurface waters) adjacent to any Real Property in violation of any
Environmental Laws, which violation, in the case of either (i), (ii) or (iii)
could, either individually or in the aggregate, reasonably be expected to have
a Material Adverse Effect.



                  (c) Neither the Borrower nor any of its Subsidiaries (i) has received
notice (written or oral) or otherwise learned of any claim, demand, suit,
action, proceeding, event, condition, report, directive, lien, violation,
non-compliance or investigation indicating or



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concerning any potential or
actual liability (including, without limitation, potential liability for
enforcement, investigatory costs, cleanup costs, government response costs,
removal costs, remedial costs, natural resources damages, property damages,
personal injuries or penalties) arising in connection with (x) any
non-compliance with or violation of the requirements of any applicable
Environmental Laws, or (y) the presence of any Hazardous Substance on any Real
Property (or any Real Property previously owned by the Borrower or any
Subsidiary of the Borrower) or the release or threatened release of any
Hazardous Substance into the environment which, in either case, could, either
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect, (ii) has any threatened or actual liability in connection with
the presence of any Hazardous Substance on any Real Property (or any Real
Property previously owned by the Borrower or any Subsidiary of the Borrower) or
the release or threatened release of any Hazardous Substance into the
environment which, in either case, could, either individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect, (iii) has
received notice of any federal or state investigation evaluating whether any
remedial action is needed to respond to the presence of any Hazardous Substance
on any Real Property (or any Real Property previously owned by the Borrower or
any Subsidiary of the Borrower) or a release or threatened release of any
Hazardous Substance into the environment for which the Borrower or any
Subsidiary of the Borrower is or may be liable the results of which could, in
either case, either individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect, or (iv) has received notice that the Borrower
or any Subsidiary of the Borrower is or may be liable to any Person under any
Environmental Law which liability could, either individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect.


                  (d) To the best of the Borrower’s knowledge, no Real Property is located
in an area identified by the Secretary of Housing and Urban Development as an
area having special flood hazards, or if any such Real Property is located in
such a special flood hazard area, then the Borrower has obtained all insurance
that is required to be maintained by law or which is customarily maintained by
Persons engaged in similar businesses and owning similar Properties in the same
general areas in which the Borrower operates.







	 	4.17	 	Labor Relations.



         Neither the Borrower nor any of its Subsidiaries is a party to any
collective bargaining agreement, other than the collective bargaining agreement
covering fewer than 10 employees at the Roosevelt Mall Shopping Center in
Philadelphia, Pennsylvania, and, to the best knowledge of the Borrower, no
petition has been filed or proceedings instituted by any employee or group of
employees with any labor relations board seeking recognition of a
bargaining representative with respect to the Borrower or such Subsidiary.
There are no material controversies pending between the Borrower or any
Subsidiary and any of their respective employees, which could reasonably be
expected to have a Material Adverse Effect.






	 	4.18	 	Burdensome Obligations.



         Neither the Borrower nor any of its Subsidiaries is a party to or bound by
any franchise, agreement, deed, lease or other instrument, or subject to any
corporate restriction which, in the opinion of the management of the Borrower
or such Subsidiary, is so unusual or burdensome, in the context of its
business, as in the foreseeable future might adversely affect or impair the


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revenue or cash flow of the Borrower or such Subsidiary in such a manner as
could reasonably be expected to have a Material Adverse Effect, or materially
and adversely affect or impair the ability of the Borrower or such Subsidiary
to perform its obligations under the Loan Documents. The Borrower does not
presently anticipate that future expenditures by the Borrower or any Subsidiary
of the Borrower needed to meet the provisions of federal or state statutes,
orders, rules or regulations will be so burdensome as to result in a Material
Adverse Effect.






	 	4.19	 	Solvency.



         On the Effective Date and immediately following the making of the Loans,
and after giving effect to the application of the proceeds of such Loans: (a)
the fair value of the assets of the Borrower and its Subsidiaries, taken as a
whole, at a fair valuation, will exceed the debts and liabilities, including
Contingent Obligations, of the Borrower and its Subsidiaries, taken as a whole;
(b) the present fair saleable value of the property of the Borrower and its
Subsidiaries, taken as a whole, will be greater than the amount that will be
required to pay the probable liability of the debts and other liabilities,
subordinated, contingent or otherwise of the Borrower and its Subsidiaries, as
such debts and other liabilities become absolute and matured; (c) the Borrower
and its Subsidiaries, taken as a whole, will be able to pay its debts and
liabilities, subordinated, contingent or otherwise, as such debts and
liabilities become absolute and matured; and (d) the Borrower and its
Subsidiaries, taken as a whole, will not have unreasonably small capital with
which to conduct the business in which it is engaged as such business is now
conducted and is proposed to be conducted hereafter.






	 	4.20	 	REIT Status.



         The Borrower (i) has made an election pursuant to Section 856 of the Code
to qualify as a REIT, (ii) has satisfied and continues to satisfy all of the
requirements under §§ 856-859 of the Code and the regulations and rulings
issued thereunder which must be satisfied for the Borrower to maintain its
status as a REIT, and (iii) is in compliance in all material respects with all
Code sections applicable to REITs generally and the regulations and rulings
issued thereunder.






	 	4.21	 	Rent Roll and List of Unencumbered Assets.



         A list of all the Unencumbered Assets as of the date of this Agreement is
attached hereto as Schedule 4.21. Upon the request of the Administrative
Agent, Borrower will provide the Administrative Agent with a Rent Roll.






	 	4.22	 	[Intentionally Omitted].







	 	4.23	 	Operation of Business.



         The Borrower is a self-advised, and self-managed REIT.






	 	4.24	 	No Misrepresentation.



         No representation or warranty contained herein and no certificate or
report furnished or to be furnished by the Borrower or any Subsidiary of the
Borrower in connection with the transactions contemplated hereby, contains or
will contain a misstatement of material fact, or, to


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the best knowledge of the
Borrower, omits or will omit to state a material fact required to be stated in
order to make the statements herein or therein contained not misleading in the
light of the circumstances under which made.






	5.	 	CONDITIONS TO LOANS.



         The obligation of each Lender to make its Loan shall be subject to the
fulfillment of the following conditions precedent:






	 	5.1	 	Evidence of Action.



                  (a) The Administrative Agent shall have received a certificate, dated the
Effective Date, of the Secretary or Assistant Secretary of the Borrower
substantially in the form of Exhibit I (i) attaching a true and complete copy
of the resolutions of its Board of Directors authorizing the execution and
delivery of the Loan Documents by the Borrower and the performance of the
Borrower’s obligations thereunder, and of all other documents evidencing other
necessary action (in form and substance reasonably satisfactory to the
Administrative Agent) taken by it to authorize the Loan Documents and the
transactions contemplated thereby, (ii) attaching a true and complete copy of
its articles of incorporation and by-laws, (iii) setting forth the incumbency
of its officer or officers who may sign the Loan Documents, including therein a
signature specimen of such officer or officers, and (iv) certifying that said
corporate charter and by-laws are true and complete copies thereof, are in full
force and effect and have not been amended or modified.



                  (b) The Administrative Agent shall have received a certificate, dated the
Effective Date, of the Secretary or Assistant Secretary of each Subsidiary
Guarantor substantially in the form of Exhibit J (i) attaching a true and
complete copy of the resolutions of its Board of Directors or Trustees, as the
case may be, authorizing its execution and delivery of the Guaranty and the
performance of its obligations thereunder, and of all other documents
evidencing other necessary action (in form and substance reasonably
satisfactory to the Administrative Agent) taken by it to authorize the Guaranty
and the transactions contemplated thereby, (ii) attaching a true and complete
copy of its articles of incorporation or corporate charter or declaration of
trust and, if applicable, by-laws, (iii) setting forth the incumbency of its
officer or officers who may sign the Guaranty, including therein a signature
specimen of such officer or officers, and (iv) certifying that said articles of
incorporation, corporate charter or declaration of trust and, if applicable,
by-laws, are true and complete copies thereof, is in full force and effect and
has not been amended or modified.



                  (c) The Administrative Agent shall have received certificates of good
standing for the Borrower from the Maryland State Department of Assessments and
Taxation and for each Subsidiary Guarantor from the Secretary of State for the
State in which such Subsidiary Guarantor is incorporated, and for the Borrower
from each jurisdiction other than Maryland in which the Borrower is qualified
to do business, provided that such Secretaries issue such certificates with
respect to the Borrower.







	 	5.2	 	This Agreement.



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         The Administrative Agent shall have received counterparts of this
Agreement signed by each of the parties hereto (or receipt by the
Administrative Agent from a party hereto of a facsimile signature page signed
by such party which shall have agreed to promptly provide the Administrative
Agent with originally executed counterparts hereof).






	 	5.3	 	Notes.



         The Administrative Agent shall have received the Notes, duly executed by
an Authorized Signatory of the Borrower.






	 	5.4	 	Guaranty.



         The Administrative Agent shall have received counterparts of the Guaranty
signed by each of the Subsidiary Guarantors (or receipt by the Administrative
Agent from a party hereto of a facsimile signature page signed by such party
which shall have agreed to promptly provide the Administrative Agent with
originally executed counterparts hereof).






	 	5.5	 	Litigation.



         There shall be no injunction, writ, preliminary restraining order or other
order of any nature issued by any Governmental Authority in any respect
affecting the transactions provided for herein and no action or proceeding by
or before any Governmental Authority shall have been commenced and be pending
or, to the knowledge of the Borrower, threatened, seeking to prevent or delay
the transactions contemplated by the Loan Documents or challenging any other
terms and provisions hereof or thereof or seeking any damages in connection
therewith and the Administrative Agent shall have received a certificate of an
Authorized Signatory of the Borrower to the foregoing effects.






	 	5.6	 	Opinion of Counsel to the Borrower.



         The Administrative Agent shall have received an opinion of (i) Hogan &
Hartson, L.L.P., outside counsel to the Borrower, and (ii) Steven F. Siegel,
Esq., in-house counsel to the Borrower, and (iii) counsel to each Subsidiary
Guarantor, each addressed to the Administrative Agent and the Lenders, and
each dated the Effective Date, covering the matters set forth in Exhibit K.






	 	5.7	 	Fees.



         The Facility Fee and all other fees payable to the Administrative Agent,
the Lead Arranger and the Lenders shall have been paid.






	 	5.8	 	Fees and Expenses of Special Counsel.



         The fees and expenses of Special Counsel in connection with the
preparation, negotiation and closing of the Loan Documents shall have been
paid.






	 	5.9	 	Compliance.



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         On the Effective Date and after giving effect to the Loans to be made or
created, (a) the Borrower shall be in compliance with all of the terms,
covenants and conditions hereof, (b) there shall not exist and be continuing
any Default or Event of Default, (c) the representations and warranties
contained in the Loan Documents shall be true and correct, and (d) the
aggregate outstanding principal balance of the Loans shall not exceed the Total
Commitment Amount.






	 	5.10	 	Loan Closings.



         All documents required by the provisions of the Loan Documents to be
executed or delivered to the Administrative Agent on or before the Effective
Date shall have been executed and shall have been delivered at the office of
the Administrative Agent set forth in Section 11.2 on or before the Effective
Date.






	 	5.11	 	Documentation and Proceedings.



         All corporate matters and legal proceedings and all documents and papers
in connection with the transactions contemplated by the Loan Documents shall be
reasonably satisfactory in form and substance to the Administrative Agent and
the Administrative Agent shall have received all information and copies of all
documents which the Administrative Agent or the Required Lenders may reasonably
have requested in connection therewith, such documents (where appropriate) to
be certified by an Authorized Signatory of the Borrower or proper Governmental
Authorities.






	 	5.12	 	Required Acts and Conditions.



         All acts, conditions and things (including, without limitation, the
obtaining of any necessary regulatory approvals and the making of any filings,
recordings or registrations) required to be done or performed by the Borrower
and to have happened on or prior to the Effective Date and which are necessary
for the continued effectiveness of the Loan Documents, shall have been done or
performed and shall have happened in due compliance with all applicable laws.






	 	5.13	 	Approval of Special Counsel.



         All legal matters in connection with the making of each Loan shall be
reasonably satisfactory to Special Counsel.






	 	5.14	 	Other Documents.



         The Administrative Agent shall have received such other documents and
information with respect to the Borrower and its Subsidiaries or the
transactions contemplated hereby as the Administrative Agent or the Lenders
shall reasonably request.


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         5.15 Consummation of Acquisition. The Administrative Agent shall have
received evidence satisfactory to it that the Acquisition has been consummated
or shall be consummated simultaneously with the closing of the Loans hereunder
in accordance with applicable law and otherwise in a manner satisfactory to the
Administrative Agent.






	6.	 	INTENTIONALLY OMITTED.







	7.	 	AFFIRMATIVE COVENANTS.



         The Borrower agrees that, so long as any Loan remains outstanding and
unpaid, or any other amount is owing under any Loan Document to any Lender or
the Administrative Agent, the Borrower shall:






	 	7.1	 	Financial Statements.



         Maintain a standard system of accounting in accordance with GAAP, and
furnish or cause to be furnished to the Administrative Agent and each Lender:


                  (a) Annual Statements. As soon as available, but in any event within 120
days after the end of each fiscal year of the Borrower, a copy of its
Consolidated Balance Sheet as at the end of such fiscal year, together with the
related Consolidated Statements of Income, Stockholders’ Equity and Cash Flows
as of and through the end of such fiscal year, setting forth in each case in
comparative form the figures for the preceding fiscal year. The Consolidated
Balance Sheets and Consolidated Statements of Income, Stockholders’ Equity and
Cash Flows shall be audited and certified without qualification by the
Accountants, which certification shall (i) state that the examination by such
Accountants in connection with such Consolidated financial statements has been
made in accordance with generally accepted auditing standards and, accordingly,
includes the examination, on a test basis, of evidence supporting the amounts
and disclosures in such Consolidated financial statements, and (ii) include the
opinion of such Accountants that such Consolidated financial statements present
fairly, in all material respects, the Consolidated financial position of the
Borrower and its Subsidiaries, as of the date of such Consolidated financial
statements, and the Consolidated results of their operations and their cash
flows for each of the years identified therein in conformity with GAAP (subject
to any change in the requirements of GAAP).



                  (b) Annual Operating Statements and Rent Roll. As soon as available, but
in any event within 60 days after the end of each fiscal year of the Borrower,
copies of (i) the operating statements (in a form reasonably satisfactory to
the Administrative Agent) for all Real Property of the Borrower, and (ii) a
Rent Roll, each of which shall be certified by the Chief Financial Officer to
be true, correct and complete in all material respects.



                  (c) Quarterly Statements. As soon as available, but in any event within
60 days after the end of the first three fiscal quarters of the Borrower, a
copy of the unaudited Consolidated Balance Sheet of the Borrower as at the end
of each such quarterly period, together
with the related unaudited Consolidated Statements of Income and Cash
Flows for the elapsed portion of the fiscal year through the end of such
period, setting forth in each case in comparative form the figures for the
corresponding periods of the preceding fiscal year, certified by the Chief
Financial Officer as being true, correct and complete in all material respects
and as presenting



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fairly the Consolidated financial condition and the
Consolidated results of operations of the Borrower and its Subsidiaries.


                  (d) Quarterly Information Regarding Unencumbered Assets. As soon as
available, but in any event 60 days after the end of each of the first three
fiscal quarters of the Borrower (120 days after the end of the last fiscal
quarter of the Borrower), a list of all the Unencumbered Assets owned by the
Borrower, any wholly owned Subsidiary of the Borrower and each DownREIT
Partnership as of the last day of such fiscal quarter setting forth the
following information with respect to each such Unencumbered Asset as of such
date: (i) asset type (i.e., retail shopping center or residential apartment
building); (ii) location; (iii) percentage of the Unencumbered Asset owned by
the Borrower, any wholly owned Subsidiary of the Borrower and each DownREIT
Partnership; and (iv) the Net Operating Income for such Unencumbered Asset
during such fiscal quarter.



                  (e) Compliance Certificate. Within 60 days after the end of each of the
first three fiscal quarters of the Borrower (120 days after the end of the last
fiscal quarter of the Borrower), a Compliance Certificate, certified by the
Chief Financial Officer, setting forth in reasonable detail the computations
demonstrating the Borrower’s compliance with the provisions of Sections 8.12,
8.13, 8.14, 8.15, 8.16 and 8.17.



                  (f) Other Information. Such other information as the Administrative Agent
or any Lender may reasonably request from time to time.







	 	7.2	 	Certificates; Other Information.



         Furnish to the Administrative Agent and each Lender:


                  (a) Defaults Under Other Indebtedness. Prompt written notice if: (i) any
Indebtedness of the Borrower or any Subsidiary of the Borrower is declared or
shall become due and payable prior to its stated maturity, or called and not
paid when due, or (ii) a default that extends beyond any applicable notice or
grace period shall have occurred under any note (other than the Notes) or the
holder of any such note, or other evidence of Indebtedness, certificate or
security evidencing any such Indebtedness or any obligee with respect to any
other Indebtedness of the Borrower or any Subsidiary of the Borrower has the
right to declare any such Indebtedness due and payable prior to its stated
maturity, and, in the case of either (i) or (ii), the Indebtedness that is the
subject of (i) or (ii) is, in the aggregate, $7,500,000 or more;



                  (b) Action of Governmental Authorities. Prompt written notice of: (i)
any citation, summons, subpoena, order to show cause or other document naming
the Borrower or any Subsidiary of the Borrower a party to any proceeding before
any Governmental Authority which could reasonably be expected to have a
Material Adverse Effect or which calls into question the validity or
enforceability of any of the Loan Documents, and include with such notice a
copy of such citation, summons, subpoena, order to show cause or other
document; (ii) any lapse or other termination of any Intellectual Property, license,
permit, franchise or other authorization issued to the Borrower or any
Subsidiary of the Borrower by any Person or Governmental Authority, which lapse
or termination could reasonably be expected to have a Material Adverse Effect;
and (iii) any refusal by any Person or Governmental Authority to renew



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or
extend any such material Intellectual Property, license, permit, franchise or
other authorization, which refusal could reasonably be expected to have a
Material Adverse Effect;


                  (c) SEC or other Governmental Reports and Filings. Promptly upon becoming
available, copies of all regular, periodic or special reports which the
Borrower or any Subsidiary of the Borrower may now or hereafter be required to
file with or deliver to any securities exchange or the Securities and Exchange
Commission, or any other Governmental Authority succeeding to the functions
thereof, pursuant to the Securities Exchange Act of 1934, as amended.



                  (d) ERISA Information. Promptly, and in any event within ten Business
Days, after the Borrower knows or has reason to know that any of the events or
conditions enumerated below with respect to any Plan or Multiemployer Plan has
occurred or exists, a statement signed by the Chief Financial Officer setting
forth details with respect to such event or condition and the action, if any,
which the Borrower or an ERISA Affiliate proposes to take with respect thereto;
provided, however, that if such event or condition is required to be reported
or noticed to the PBGC, such statement, together with a copy of the relevant
report or notice to the PBGC, shall be furnished promptly and in any event not
later than ten days after it is reported or noticed to the PBGC:



                           (i) any reportable event, as defined in Section 4043(b) of ERISA with
respect to a Plan, as to which the PBGC has not by regulation waived the
requirement of Section 4043(a) of ERISA that it be notified within thirty days
of the occurrence of such event (provided that a failure to meet the minimum
funding standard of Section 412 of the Code or of Section 302 of ERISA,
including, without limitation, the failure to make, on or before its due date,
a required installment under Section 412(m) of the Code or Section 302(e) of
ERISA or the disqualification of such Plan for purposes of Section 4043(b)(1)
of ERISA, shall be a reportable event regardless of the issuance of any waivers
in accordance with Section 412(d) of the Code) and any request for a waiver
under Section 412(d) of the Code for any Plan;



                           (ii) the distribution under Section 4041 of ERISA of a notice of intent to
terminate any Plan or any action taken by the Borrower or any ERISA Affiliate
to terminate any Plan;



                           (iii) the institution by the PBGC of proceedings under Section 4042 of
ERISA for the termination of, or the appointment of a trustee to administer,
any Plan, or the receipt by the Borrower or any ERISA Affiliate of a notice
from a Multiemployer Plan that such action has been taken by the PBGC with
respect to such Multiemployer Plan;



                           (iv) the complete or partial withdrawal from a Multiemployer Plan by the
Borrower or any ERISA Affiliate that results in liability under Section 4201 or
4204 of ERISA (including the obligation to satisfy secondary liability as a
result of a purchaser default) or the receipt of the Borrower or any ERISA
Affiliate of notice from a Multiemployer Plan that it
is in reorganization or insolvency pursuant to Section 4241 or 4245 of
ERISA or that it intends to terminate or has terminated under Section 4041A of
ERISA;



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                           (v) the institution of a proceeding by a fiduciary of any Multiemployer
Plan against the Borrower or any ERISA Affiliate to enforce Section 515 of
ERISA, which proceeding is not dismissed within thirty days from its
commencement;



                           (vi) the adoption of an amendment to any Plan pursuant to Section
401(a)(29) of the Code or Section 307 of ERISA that would result in the loss of
the tax-exempt status of the trust of which such Plan is a part or the Borrower
or any ERISA Affiliate fails to timely provide security to such Plan in
accordance with the provisions of said Sections; and



                           (vii) any event or circumstance exists which may reasonably be expected to
constitute grounds for the incurrence of material liability by the Borrower or
any ERISA Affiliate under Title IV of ERISA or under Sections 412(c)(11) or
412(n) of the Code with respect to any employee benefit plan;



                  (e) ERISA Reports. Promptly after the request of the Administrative Agent
or any Lender therefor, copies of each annual report filed pursuant to Section
104 of ERISA with respect to each Plan (including, to the extent required by
Section 104 of ERISA, the related financial and actuarial statements and
opinions and other supporting statements, certifications, schedules and
information referred to in Section 103 of ERISA) and each annual report filed
with respect to each Plan under Section 4065 of ERISA; provided, however, that
in the case of a Multiemployer Plan, such annual reports shall be furnished
only if they are available to the Borrower or any ERISA Affiliate;



                  (f) Notice of Proposed Sales or Transfers. Quarterly, on each date that a
Compliance Certificate is to be delivered pursuant to Section 7.1(e), a list of
all sales or transfers of any Unencumbered Assets (including any agreements for
the sale or transfer of any Unencumbered Asset entered into during such fiscal
quarter but not yet consummated); provided that, if during any such fiscal
quarter of the Borrower any sale or transfer of an Unencumbered Asset, which
combined with all other such sales or transfers of Unencumbered Assets during
such fiscal quarter, would exceed $100,000,000 in the aggregate, then the
Borrower shall promptly provide such list and a certification of the Chief
Financial Officer as to the Borrower’s compliance with Sections 8.12 and 8.16;



                  (g) Casualties or Condemnations. Prompt written notice of any casualty or
condemnation of any Real Property, if such casualty or condemnation could
reasonably be expected to have a Material Adverse Effect;



                  (h) Environmental Law Notices. Prompt written notice of any order,
notice, claim or proceeding received by, or brought against, the Borrower or
any Subsidiary of the Borrower, or with respect to any of the Real Property,
under any Environmental Law, which could reasonably be expected to have a
Material Adverse Effect;



                  (i) anagement Letters and Reports. Promptly after the same are received
by the Borrower, copies of all management letters and similar reports provided
to the Borrower by the Accountants;



                  (j) New Subsidiaries. Notice of any Subsidiary that, as of the end of any
fiscal quarter of the Borrower, satisfies the criteria in Section 7.11 with
respect to Required



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Additional Guarantors, such notice to be delivered to the
Administrative Agent concurrently with the delivery of the Compliance
Certificate with respect to such quarter;


                  (k) Changes in Name or Fiscal Year. Prompt written notice of (i) any
change in the Borrower’s name, with copies of all filings with respect to such
name change attached thereto, and (ii) any change in its fiscal year from that
in effect on the Effective Date.



                  (l) Defaults or Events of Default. Prompt written notice if there shall
occur and be continuing a Default or an Event of Default; and



                  (m) Other Information. Such other information as the Administrative Agent
or any Lender shall reasonably request from time to time.







	 	7.3	 	Legal Existence.



                  (a) Borrower’s Legal Existence. Maintain its status as a Maryland
corporation in good standing in the State of Maryland and in each other
jurisdiction in which the failure so to do could reasonably be expected to have
a Material Adverse Effect.



                  (b) Legal Existence of Subsidiaries. Cause each Subsidiary of the
Borrower to maintain its status as a real estate investment trust, business
trust, corporation, limited liability company or partnership, as the case may
be, in good standing in its state of formation and in each other jurisdiction
in which the failure so to do either (i) would result in the occurrence of a
Default, or (ii) could reasonably be expected to have a Material Adverse
Effect.







	 	7.4	 	Taxes.



         Pay and discharge when due, and cause each Subsidiary of the Borrower so
to do, all Taxes, assessments and governmental charges, license fees and levies
upon, or with respect to, the Borrower or such Subsidiary and all Taxes upon
the income, profits and Property of the Borrower and its Subsidiaries, which if
unpaid, could reasonably be expected to have a Material Adverse Effect, unless
and to the extent only that such Taxes, assessments, governmental charges,
license fees and levies shall be contested in good faith and by appropriate
proceedings diligently conducted by the Borrower or such Subsidiary and such
contest has the effect of staying the collection of any Lien from any Property
of the Borrower or its Subsidiaries arising from such non-payment, and provided
that the Borrower shall give the Administrative Agent prompt notice of such
contest and that such reserve or other appropriate provision as shall be
required in accordance with GAAP (as determined by the Accountants) shall have
been made therefor.






	 	7.5	 	Insurance.



         Maintain, and cause each Subsidiary of the Borrower to maintain, insurance
on its Property against such risks and in such amounts as is customarily
maintained by Persons engaged in similar businesses and owning similar
Properties in the same general areas in which the Borrower or the relevant
Subsidiary operates, and file with the Administrative Agent within
10 Business Days after request therefor a detailed list of such insurance
then in effect, stating the names of the carriers thereof, the policy numbers,
the insureds thereunder, the amounts of


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insurance, dates of expiration thereof,
and the Property and risks covered thereby, together with a certificate of the
Chief Financial Officer certifying that in the opinion of such officer such
insurance complies with the obligations of the Borrower under this Section, and
is in full force and effect.






	 	7.6	 	Payment of Indebtedness and Performance of Obligations.



         Pay and discharge when due, and cause each Subsidiary of the Borrower to
pay and discharge, all lawful Indebtedness, obligations and claims for labor,
materials and supplies or otherwise which, if unpaid, (i) would result in a
Default, or (ii) could reasonably be expected to have a Material Adverse
Effect, unless (with respect to clause (ii)) such Indebtedness shall be
contested in good faith and by appropriate proceedings diligently conducted by
the Borrower or such Subsidiary and such contest has the effect of staying the
collection of any Lien from any Property of the Borrower or its Subsidiaries
arising from such non-payment, and provided that the Borrower shall give the
Administrative Agent prompt notice of such contest and that such reserve or
other appropriate provision as shall be required in accordance with GAAP (as
determined by the Accountants) shall have been made therefor.






	 	7.7	 	Maintenance of Property; Environmental Investigations.



                  (a) In all material respects, at all times, maintain, protect and keep in
good repair, working order and condition (ordinary wear and tear excepted), and
cause each Subsidiary of the Borrower so to do, all Property necessary to the
operation of the Borrower’s or such Subsidiary’s business.



                  (b) In the event that the Administrative Agent shall have a reasonable
basis for believing that Hazardous Substances may be on, at, under or around
any Real Property in violation of any applicable Environmental Law which,
individually or in the aggregate could reasonably be expected to have a
Material Adverse Effect, promptly conduct and complete (at the Borrower’s
expense) all investigations, studies, samplings and testings relative to such
Hazardous Substances as the Administrative Agent may reasonably request.







	 	7.8	 	Observance of Legal Requirements.



                  (a) Observe and comply in all respects, and cause each Subsidiary of the
Borrower so to do, with all laws, ordinances, orders, judgments, rules,
regulations, certifications, franchises, permits, licenses, directions and
requirements of all Governmental Authorities, which now or at any time
hereafter may be applicable to it, except (i) where noncompliance with any of
the foregoing (individually or in the aggregate) could not reasonably be
expected to have a Material Adverse Effect, or (ii) such thereof as shall be
contested in good faith and by appropriate proceedings diligently conducted by
it and such contest has the effect of staying the collection of any Lien from
any Property of the Borrower or its Subsidiaries arising from such
noncompliance, and provided that the Borrower shall give the Administrative
Agent prompt notice of such contest and that such reserve or other appropriate
provision as shall be required in accordance with GAAP (as determined by the
Accountants) shall have been made therefor.



                  (b) Use and operate all of its facilities and property in compliance with
all Environmental Laws and cause each of its Subsidiaries so to do, and keep
all necessary permits,



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approvals, certificates, licenses and other
authorizations relating to environmental matters in effect and remain in
compliance therewith and cause each of its Subsidiaries so to do, and handle
all Hazardous Materials in compliance with all applicable Environmental Laws
and cause each of its Subsidiaries so to do, except where noncompliance with
any of the foregoing (individually or in the aggregate) could not reasonably be
expected to have a Material Adverse Effect.






	 	7.9	 	Inspection of Property; Books and Records; Discussions.



         Keep proper books of record and account in which full, true and correct
entries in conformity with GAAP and all requirements of law shall be made of
all dealings and transactions in relation to its business and activities and
permit representatives of the Administrative Agent and any Lender during normal
business hours and on reasonable prior notice to visit its offices, to inspect
any of its Property and to examine and make copies or abstracts from any of its
books and records as often as may reasonably be desired, and to discuss the
business, operations, prospects, licenses, Property and financial condition of
the Borrower or and its Subsidiaries with the officers thereof and the
Accountants.






	 	7.10	 	 Licenses, Intellectual Property.



         Maintain, and cause each Subsidiary of the Borrower to maintain, in full
force and effect, all material licenses, franchises, Intellectual Property,
permits, authorizations and other rights as are necessary for the conduct of
its business.






	 	7.11	 	Additional Guarantors.



                  (a) At any time after the date hereof, and with respect to any Subsidiary
of the Borrower, whether presently existing or hereafter formed or acquired
(other than an Excluded Subsidiary) which is not a Subsidiary Guarantor at such
time, cause such Subsidiary to execute and deliver a Guaranty to the
Administrative Agent, for the benefit of the Lenders, promptly after the
Administrative Agent’s request therefor, duly executed by such Subsidiary
(together with certificates and attachments of a nature similar to those
described in Section 5.1(b) and (c) with respect to such Subsidiary and an
opinion of counsel of a nature similar to those in the form required pursuant
to Section 5.6(iii)) if at such time such Subsidiary owns Property having a
book value of $75,000,000 or more. On or before March 8, 2002, in the event
that CA New Plan Asset Partnership IV, L.P. has become a Subsidiary of
Borrower, Borrower shall cause CA New Plan Asset Partnership IV, L.P. to become
a Subsidiary Guarantor, to deliver a Guaranty and to satisfy each of the other
conditions in this Section 7.11(a) applicable to a Subsidiary Guarantor.
Notwithstanding the foregoing, the foregoing book value conditions of this
Section shall not be applicable from and after the occurrence of, and during
the continuance of, an Event of Default (it being understood that at such time,
the Administrative Agent can require any Subsidiary of the Borrower which has
not executed a Guaranty to immediately comply with requirements of this
Section).



                  (b) At any time after the date hereof, and in connection with a transfer
of one or more assets of the Borrower to a wholly owned Subsidiary of the
Borrower (other than a transfer to a Subsidiary Guarantor, or a Subsidiary which is required to
be a Subsidiary Guarantor pursuant to Section 7.11(a)) pursuant to Section
8.2(b)(iii), whether presently existing



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or hereafter formed or acquired, cause
such Subsidiary to execute and deliver an Other Guaranty to the Administrative
Agent, for the benefit of the Lenders, duly executed by such Subsidiary
(together with certificates and attachments of a nature similar to those
described in Section 5.1(b) and (c) with respect to such Subsidiary and an
opinion of counsel of a nature similar to the form required pursuant to Section
5.6(iii)).






	 	7.12	 	REIT Status; Operation of Business.



                  (a) Maintain its status under §§856 et seq. of the Code as a REIT.



                  (b) Carry on all business operations of the Borrower as a self-advised,
self-managed REIT.



                  (c) Manage, or cause one or more of its Subsidiaries at all times to
manage, at least 90% of all Properties of the Borrower and its Subsidiaries.







	 	7.13	 	More Restrictive Agreements.



         Should Borrower or any Subsidiary Guarantor modify any agreements or
documents pertaining to any of the Existing Credit Agreements to include
covenants, whether affirmative or negative (or any other provision which may
have the same practical effect as any of the foregoing), which are individually
or in the aggregate more restrictive against Borrower or any Subsidiary
Guarantor than those set forth in this Agreement or any of the other Loan
Documents, the Borrower shall promptly notify the Administrative Agent and, if
requested by the Required Lenders the Borrower, the Administrative Agent, and
the Required Lenders shall (and if applicable, the Borrower shall cause any
Subsidiary Guarantor to) promptly amend this Agreement and the other Loan
Documents to include some or all of such more restrictive provisions as
determined by the Required Lenders in their sole discretion. The Borrower and
each Subsidiary Guarantor agree to deliver to the Administrative Agent copies
of any agreements or documents (or modifications thereof) pertaining to any of
the Existing Credit Agreements as the Administrative Agent from time to time
may request.






	8.		NEGATIVE COVENANTS.



         The Borrower agrees that, so long as any Loan remains outstanding and
unpaid, or any other amount is owing under any Loan Document to any Lender or
the Administrative Agent, the Borrower shall not, directly or indirectly:






	 	8.1	 	Liens.



         Create, incur, assume or suffer to exist any Lien upon any of its
Property, whether now owned or hereafter acquired, or permit any Subsidiary of
the Borrower so to do, except the following “Permitted Liens”: (i) Liens for
Taxes, assessments or similar charges incurred in the ordinary course of
business which are not delinquent or the existence of which do not otherwise
violate the representations in Section 7.4, (ii) Liens in connection with
workers’ compensation, unemployment insurance or other social security
obligations (but not ERISA), (iii) deposits or
pledges to secure bids, tenders, contracts (other than contracts for the
payment of money), leases, statutory obligations, surety and appeal bonds and
other obligations of like nature arising in the


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ordinary course of business,
(iv) zoning ordinances, easements, rights of way, use restrictions, exclusive
use limitations in any lease of Real Property, reciprocal easement agreements,
minor defects, irregularities, and other similar restrictions and encumbrances
affecting Real Property, which do not materially adversely affect the value of
such Real Property or the financial condition of the Borrower or such
Subsidiary of the Borrower or materially impair its use for the operation of
the business of the Borrower or such Subsidiary, (v) statutory Liens arising by
operation of law such as mechanics’, materialmen’s, carriers’, warehousemen’s
liens incurred in the ordinary course of business which are not delinquent or
the existence of which do not otherwise violate the representations in Section
7.6, (vi) Liens arising out of judgments or decrees which are being contested
in accordance with Section 7.8 or the existence of which do not otherwise
violate the representations in Section 7.8 or result in a default pursuant to
Section 9.1(j), (vii) mortgages on Real Property, provided that the existence
of such mortgages, and the indebtedness secured thereby, does not cause the
Borrower to be in violation of Section 8.12 or 8.16, (viii) Liens in favor of
the Borrower or any Subsidiary Guarantor, provided that the Indebtedness
secured by any such Lien is held by the Borrower or such Subsidiary Guarantor,
(ix) the interests of lessees and lessors under leases of real or personal
property made in the ordinary course of business which could not reasonably be
expected (individually or in the aggregate) to have a Material Adverse Effect
and (x) Liens not otherwise permitted by clauses (i) through (ix) of this
Section which do not in the aggregate exceed $5,000,000.






	 	8.2	 	Merger, Consolidation and Certain Dispositions of Property.



                           (a) Consolidate with, be acquired by, or merge into or with any Person, or
sell, lease or otherwise dispose of all or substantially all of its Property
(in one transaction or a series of transactions), or permit any Subsidiary
Guarantor or Other Guarantor so to do, or liquidate or dissolve, except (i) the
merger or consolidation of any Subsidiary Guarantor of the Borrower into or
with the Borrower, (ii) the merger or consolidation of any two or more
Subsidiary Guarantors, (iii) the merger or consolidation of the Borrower or
Subsidiary Guarantor with any other Person, provided that (A) the Borrower or
such Subsidiary Guarantor is the surviving entity in such merger or
consolidation, (B) the total book value of the assets of the entity which is
merged into or consolidated with the Borrower or such Subsidiary Guarantor is
less than 20% of the total book value of the assets of the Borrower immediately
following such merger or consolidation, (C) immediately prior to such merger or
consolidation the Borrower shall have provided to the Administrative Agent and
each of the Lenders a Compliance Certificate prepared on a pro-forma basis (and
adjusted in the best good faith estimate of the Borrower, based on the advice
of the Accountants, to give effect to such merger or consolidation)
demonstrating that after giving effect to such merger or consolidation, no
Default shall exist with respect to any of the covenants set forth in Sections
8.12, 8.13, 8.14, 8.15, 8.16 and 8.17 and (D) after giving effect to such
merger or consolidation, no Event of Default shall exist, or (iv) the merger or
consolidation of an Other Guarantor with any other Person, provided that (A)
the purpose of such merger or consolidation is to effectuate the disposition of
the ownership interests of Borrower in such Other Guarantor to a third party,
(B) the disposition of the ownership interests in such Other Guarantor is
permitted under Section 8.2(b)(v), and (C) after giving effect to such merger
or consolidation, no Event of Default shall exist.



                           (b) Sell, transfer, contribute, master lease or dispose of any of its
Property, either directly or indirectly, except that if at the time thereof and
immediately after giving effect



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thereto, no Default shall have occurred, (i)
any Subsidiary of the Borrower may sell, transfer, contribute, master lease or
otherwise dispose of its assets to the Borrower or to any other Subsidiary,
(ii) the Borrower may sell, transfer, contribute, master lease or otherwise
dispose of its assets to any Subsidiary Guarantor, (iii) the Borrower may sell,
transfer, contribute, master lease or otherwise dispose of assets to an Other
Guarantor if such sale, transfer, contribution, master lease or other
disposition is for the purpose of ultimately disposing of such asset(s) through
the sale, transfer, contribution or other disposition of the ownership
interests of Borrower in such Subsidiary to a third party in a transaction
permitted by clause (v) below, (iv) in connection with any transaction pursuant
to which a Real Property asset of Borrower is or will be encumbered with a
mortgage (as permitted under Section 8.1(vii)), the Borrower may transfer such
asset to any Subsidiary, and (v) the Borrower or any Subsidiary of the Borrower
may sell, transfer, contribute, master lease or otherwise dispose of Property
in an arm’s length transaction (or, if the transaction involves an Affiliate of
the Borrower or a Subsidiary of the Borrower, if the transaction complies with
Section 8.8), including, without limitation, a disposition of Property pursuant
to a merger or consolidation involving a Subsidiary (so long as such merger or
consolidation is not prohibited by Section 8.2(a)), for the fair market value
thereof, as reasonably determined by the Borrower, provided that such
transaction could not reasonably be expected to have a Material Adverse Effect
and provided further that for any fiscal year of the Borrower, any sale,
transfer, master lease, contribution or other disposition of Property in
reliance on this clause (v) which when combined with all other sales,
transfers, master leases, contributions or dispositions of Property in reliance
on this clause (v) made in such fiscal year shall not exceed 25% of the total
book value of all Property of the Borrower and its Subsidiaries determined as
of the first day of such fiscal year.






	 	8.3	 	Investments, Loans, Etc.



         At any time, purchase or otherwise acquire, hold or invest in the Stock
of, or any other interest in, any Person, or make any loan or advance to, or
enter into any arrangement for the purpose of providing funds or credit to, or
make any other investment, whether by way of capital contribution, time deposit
or otherwise, in or with any Person, or permit any Subsidiary of the Borrower
so to do, (all of which are sometimes referred to herein as “Investments”)
except the following (to the extent that maintaining any thereof would not at
any time violate the requirements of Section 856(c) of the Code):


                  (a) demand deposits, certificates of deposit, bankers acceptances and
domestic and eurodollar time deposits with any Lender, or any other commercial
bank, trust company or national banking association incorporated under the laws
of the United States or any State thereof and having undivided capital, surplus
and undivided profits exceeding $500,000,000 and a long term debt rating of A
or A2, as determined, respectively, by S&P and Moody’s;



                  (b) short-term direct obligations of the United States of America or
agencies thereof whose obligations are guaranteed by the United States of
America;



                  (c) securities commonly known as “commercial paper” issued by a
corporation organized and existing under the laws of the United States or any
State thereof which at the time of purchase are rated by S&P or Moody’s at not
less than “A1” or “P1,” respectively;



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                  (d) mortgage-backed securities guaranteed by the Governmental National
Mortgage Association, the Federal National Mortgage Association or the Federal
Home Loan Mortgage Corporation and other mortgage-backed bonds which at the
time of purchase are rated by S&P or Moody’s at not less than “Aa” or “AA,”
respectively;



                  (e) repurchase agreements having a term not greater than 90 days and fully
secured by securities described in the foregoing paragraph (b) or (d) with
banks described in the foregoing paragraph (a) or with financial institutions
or other corporations having total assets in excess of $50,000,000;



                  (f) shares of “money market funds” registered with the SEC under the
Investment Company Act of 1940 which maintain a level per-share value, invest
principally in the investments described in one or more of the foregoing
paragraphs (a) through (e) and have total assets of in excess of $50,000,000;



                  (g) Real Property and loans secured by mortgages on Real Property;



                  (h) equity investments in any Person (other than Subsidiaries) and notes
receivable investments in any Person (other than Subsidiaries), the aggregate
principal amount of which (combined with any other equity investments and notes
receivable investments in any Person permitted pursuant to this paragraph (h))
do not exceed 25% of the Total Capital of the Borrower;



                  (i) Investments (debt or equity) in Subsidiaries of the Borrower;



                  (j) investments in respect of (1) equipment, inventory and other tangible
personal property acquired in the ordinary course of business, (2) current
trade and customer accounts receivable for services rendered in the ordinary
course of business, (3) advances to employees for travel expenses other
company-related expenses, and (4) prepaid expenses made in the ordinary course
of business;



                  (k) Hedging Agreements made in connection with any Indebtedness;



                  (l) repurchases of any common or preferred stock or other equity interests
(or securities convertible into such interests) in the Borrower that have been
previously issued by the Borrower which do not exceed, in any calendar year,
(1) 10% of the aggregate outstanding shares of common and preferred stock and
other equity interests in Borrower as of the date hereof, in any combination,
plus (2) 10% of the aggregate of any additional shares of common and preferred
stock and other equity interests in Borrower issued after the date hereof, in
any combination;



                  (m) redemptions of preferred stock of the Borrower in accordance with the
terms thereof;



                  (n) redemptions for cash or common Stock of the Borrower of units of
limited partner interests or limited liability company interests in a DownREIT
Partnership;



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                  (o) loans to employees of the Borrower, provided that all such loans in
the aggregate do not at any time exceed $15,000,000 in the aggregate; and



                  (p) any other Investments not included in paragraphs (a) through (o)
deemed appropriate by the Borrower, provided that in no event shall Investments
made in reliance upon the exception set forth in this paragraph (p) exceed
$50,000,000 at any one time;







	 	8.4	 	Business Changes.



         Change in any material respect the nature of the business of the Borrower
or its Subsidiaries as conducted on the Effective Date.






	 	8.5	 	Amendments to Organizational Documents.



         Amend or otherwise modify its corporate charter or by-laws in any way
(other than in connection with the issuance or classification of preferred
stock of the Borrower) which would adversely affect the interests of the
Administrative Agent and the Lenders under any of the Loan Documents, or permit
any Subsidiary of the Borrower to amend its organizational documents in a
manner which could have the same result.






	 	8.6	 	Bankruptcy Proceedings.



         Institute against the Administrative Agent or any Lender, or join any
other Person in instituting against the Administrative Agent or any Lender, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding
or other proceeding under any federal or state bankruptcy or similar law, for
one year and a day after the payment or prepayment in full of the Indebtedness
due hereunder.






	 	8.7	 	Sale and Leaseback.



         Enter into any arrangement with any Person providing for the leasing by it
of Property which has been or is to be sold or transferred by it to such Person
or to any other Person to whom funds have been or are to be advanced by such
Person on the security of such Property or its rental obligations, or permit
any Subsidiary of the Borrower so to do, except for sale and leasing
transactions described herein for which the combined selling price of all
Property subject to all such transactions does not exceed $50,000,000 in the
aggregate.






	 	8.8	 	Transactions with Affiliates.



         Become a party to any transaction in an amount that exceeds $60,000 with
an Affiliate unless the terms and conditions relating thereto (i) have been
approved by a majority of the disinterested directors of the Borrower, (ii)
have been approved by a majority of votes cast by the stockholders of the
Borrower, or (iii) are fair and reasonable to the Borrower, or permit any
Subsidiary of the Borrower so to do.






	 	8.9	 	Issuance of Additional Capital Stock by Subsidiary Guarantors or Other
Guarantors.



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         Permit any Subsidiary Guarantor or Other Guarantor to issue any additional
Stock or other equity interest of such Subsidiary Guarantor or Other Guarantor,
other than the issuance of partnership or limited liability company units in a
DownREIT Partnership which is a Subsidiary Guarantor or Other Guarantor,
provided that such units are issued in consideration of the contribution to the
DownREIT Partnership of assets qualifying as “real estate assets” under Section
856(c) of the Code.






	 	8.10	 	Hedging Agreements.



         Enter into, or permit any of its Subsidiaries so to do, any Hedging
Agreement, other than Hedging Agreements entered into in the ordinary course of
business to hedge or mitigate interest rate risks to which the Borrower or any
Subsidiary of the Borrower is exposed in the conduct of its business or the
management of its liabilities.






	 	8.11	 	Restricted Payments.



                  (a) Permit the Borrower to make Restricted Payments, except that:



                           (i) except as set forth in clause (ii) below, the Borrower may declare and
pay dividends payable with respect to its equity securities in any fiscal
quarter of the Borrower if after giving effect to such dividend, such dividend,
when added to the amount of all other such dividends paid in the same fiscal
quarter and the preceding three (3) fiscal quarters, would not exceed the
greater of (A) ninety-five percent (95%) of its Funds from Operations for the
four fiscal quarters ending prior to the quarter in which such dividend is paid
or (B) the minimum amount of such dividends required under the Code to enable
the Borrower to continue to maintain its status under the Code as a REIT, as
evidenced (in the case of clause (B)) by a certification of Chief Financial
Officer containing calculations in reasonable detail satisfactory in form and
substance to Administrative Agent;



                           (ii) if an Event of Default under Section 9.1(a) or (b) has occurred and
is continuing, the Borrower may declare and pay dividends with respect to its
equity securities which shall not exceed the minimum such dividends required
under the Code to enable the Borrower to continue to maintain its status under
the Code as a REIT, as evidenced by a certification of Chief Financial Officer
containing calculations in reasonable detail satisfactory in form and substance
to Administrative Agent;



                           (iii) the Borrower may effect Stock repurchases to the extent permitted by
Section 8.3(l);



                           (iv) the Borrower may effect “cashless exercises” of options granted under
the Borrower’s stock option plans;



                           (v) the Borrower may distribute rights or equity securities under any
rights plan adopted by the Borrower; and



                           (vi) the Borrower may declare and pay dividends (or effect Stock splits or
reverse Stock splits) with respect to its equity securities payable solely in
additional shares of its equity securities.



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	 	8.12	 	Unencumbered Assets Coverage Ratio.



         Permit the Unencumbered Assets Coverage Ratio to be less than 2.0:1.0 at any time.






	 	8.13	 	Fixed Charge Coverage Ratio.



         Permit the Fixed Charge Coverage Ratio to be less than 1.75:1.0 at any time.






	 	8.14	 	14 Minimum Tangible Net Worth.



         Permit the Tangible Net Worth of the Borrower and its Subsidiaries on a
Consolidated basis at any time to be less than the sum of (i) $1,296,586,000,
plus (ii) 80% of the aggregate net proceeds received by the Borrower from and
after the Effective Date in connection with the issuance of any capital stock
of the Borrower.






	 	8.15	 	Maximum Total Indebtedness.



                  (a) Permit Consolidated Total Indebtedness (i) to be more than 57.5% at
any time prior to the first to occur of (A) a Capital Event or (B) any
reduction of such threshold below 57.5% in any of the Existing Credit
Agreements, and (ii) at any time after the first to occur of a Capital Event or
any such reduction in the 57.5% threshold as described above, to be more than
55% of Total Capital at such time; or



                  (b) Permit at any time the Consolidated Total Indebtedness secured by
mortgages on Real Property owned by the Borrower and its Subsidiaries at such
time to exceed 40% of Total Capital at such time.







	 	8.16	 	Liabilities to Assets Ratio.



         Permit the portion of the Consolidated Total Indebtedness consisting of
Consolidated unsecured Indebtedness of the Borrower and its Subsidiaries at
such time (i) to be more than 55% of Unencumbered Asset Value at such time at
any time prior to the first to occur of (A) a Capital Event or (B) any
reduction of such threshold below 55% in any of the Existing Credit Agreements,
and (ii) at any time after the first to occur of a Capital Event or any such
reduction in the 55% threshold as described above, 50% of Unencumbered Asset
Value at such time.






	 	8.17	 	Maximum Book Value of Ancillary Assets.



         Permit the book value of the Ancillary Assets at any time to be more than
20% of the book value of all assets of the Borrower and its Subsidiaries on a
Consolidated basis at such time. For purposes of this Section 8.17 the book
value of any Ancillary Asset not owned 100%, directly or indirectly, by the
Borrower or any of its Subsidiaries shall be adjusted by multiplying the same
by the Borrower’s Interest in such Ancillary Asset during the fiscal quarter of
the Borrower ending as of any date of determination of such book value.






	9.	 	DEFAULT.







	 	9.1	 	Events of Default.



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         The following shall each constitute an “Event of Default” hereunder:


                  (a) The failure of the Borrower to pay any installment of principal on any
Note on the date when due and payable; or



                  (b) The failure of the Borrower to pay any installment of interest or any
other fees, expenses or other charges payable under any Loan Document within
five Business Days of the date when due and payable; or



                  (c) The use of the proceeds of any Loan in a manner inconsistent with or
in violation of Section 2.15; or



                  (d) The failure of the Borrower to observe or perform any covenant or
agreement contained in Section 7.3, 7.12(a), 7.12(b), or 8 (other than Section
8.1, as to which the provisions of paragraph (e) below shall apply); or



                  (e) The failure to observe or perform any other term, covenant, or
agreement contained in any Loan Document and such failure shall have continued
unremedied for a period of 30 days after notice thereof from the Administrative
Agent to the Borrower; or



                  (f) Any representation or warranty of the Borrower (or of any officer of
the Borrower on its behalf) made in any Loan Document to which it is a party or
in any certificate, report, opinion (other than an opinion of counsel) or other
document delivered or to be delivered pursuant thereto, shall prove to have
been incorrect or misleading (whether because of misstatement or omission) in
any material respect when made; or



                  (g) Any obligation of the Borrower (other than its obligations under the
Notes) or any Subsidiary of the Borrower, whether as principal, guarantor,
surety or other obligor, for the payment of any Indebtedness shall (i) become
or shall be declared to be due and payable prior to the expressed maturity
thereof, or (ii) shall not be paid when due or within any grace period for the
payment thereof, or (iii) shall be subject, by the holder of the obligation
evidencing such Indebtedness, to acceleration (after the expiration of any
applicable notice and cure periods) prior to the expressed maturity thereof,
and the sum of all such Indebtedness which is the subject of paragraphs (i) -
(iii) inclusive exceeds (A) at any time, in the case of Indebtedness other than
Non-Recourse Indebtedness, $7,500,000, and (B) in any calendar year, in the
case of Non-Recourse Indebtedness, $50,000,000 in the aggregate during such
year; or



                  (h) The Borrower or any Subsidiary Guarantor or Other Guarantor of the
Borrower shall (i) suspend or discontinue its business, (ii) make an assignment
for the benefit of creditors, (iii) generally not be paying its debts as such
debts become due, (iv) admit in writing its inability to pay its debts as they
become due, (v) file a voluntary petition in bankruptcy, (vi) become insolvent
(however such insolvency shall be evidenced), (vii) file any petition or answer
seeking for itself any reorganization, arrangement, composition, readjustment
of debt, liquidation or dissolution or similar relief under any present or
future statute, law or regulation of any
jurisdiction, (viii) petition or apply to any tribunal for any receiver,
custodian or any trustee for any substantial part of its Property, (ix) be the
subject of any such proceeding filed against it which remains undismissed for a
period of 60 days, (x) file any answer admitting or not contesting the material
allegations of any such petition filed against it or any order, judgment or



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decree approving such petition in any such proceeding, (xi) seek, approve,
consent to, or acquiesce in any such proceeding, or in the appointment of any
trustee, receiver, custodian, liquidator, or fiscal agent for it, or any
substantial part of its Property, or an order is entered appointing any such
trustee, receiver, custodian, liquidator or fiscal agent and such order remains
in effect for 60 days, or (xii) take any formal action for the purpose of
effecting any of the foregoing; or


                  (i) An order for relief is entered under the United States bankruptcy laws
or any other decree or order is entered by a court having jurisdiction (i)
adjudging the Borrower or any Subsidiary Guarantor or Other Guarantor bankrupt
or insolvent, (ii) approving as properly filed a petition seeking
reorganization, liquidation, arrangement, adjustment or composition of or in
respect of the Borrower or any Subsidiary Guarantor or Other Guarantor under
the United States bankruptcy laws or any other applicable Federal or state law,
(iii) appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of the Borrower or any Subsidiary
Guarantor or Other Guarantor or of any substantial part of the Property
thereof, or (iv) ordering the winding up or liquidation of the affairs of the
Borrower or any Subsidiary Guarantor or Other Guarantor, and any such decree or
order continues unstayed and in effect for a period of 60 days; or



                  (j) Judgments or decrees against the Borrower or any Subsidiary of the
Borrower aggregating in excess of $5,000,000 shall not be paid, stayed on
appeal, discharged, bonded or dismissed for a period of 45 days; or



                  (k) Any Loan Document shall cease, for any reason, to be in full force and
effect, or the Borrower shall so assert in writing or shall disavow any of its
obligations thereunder; or



                  (l) An event or condition specified in Section 7.2(d) shall occur or exist
with respect to any Plan or Multiemployer Plan and, as a result of such event
or condition, together with all other such events or conditions, the Borrower
shall be reasonably likely to incur a liability to a Plan, a Multiemployer
Plan, the PBGC, or any combination thereof which would constitute, in the
reasonable opinion of the Required Lenders, a Material Adverse Effect; or



                  (m) There shall occur a Change of Control; or



                  (n) If any Loan Document (i) is determined by any court or Governmental
Authority to be illegal, invalid or unenforceable in accordance with its terms,
or (ii) shall be canceled, terminated, revoked or rescinded other than in
accordance with its terms or with the written consent or approval of the
Lenders; or



                  (o) (i) Any Subsidiary Guarantor or Other Guarantor shall fail to comply
in any material respect with any covenant made by it in the Guaranty or if at
any time any representation or warranty made by any Subsidiary Guarantor or
Other Guarantor in the
Guaranty or in any other document, statement or writing made to the
Administrative Agent, the Lead Arranger or the Lenders shall prove to have been
incorrect or misleading in any material respect when made, or (ii) if a default
by any Subsidiary Guarantor or Other Guarantor shall occur under the Guaranty
after the expiration of any applicable notice and grace period; or (iii) if



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any
Subsidiary Guarantor or Other Guarantor shall revoke or attempt to revoke,
contest, commence any action or raise any defense (other than the defense of
payment) against its obligations under the Guaranty; or


                  (p) There shall occur and be continuing an Event of Default under and as
defined in the Existing Credit Agreements.



         Upon the occurrence of an Event of Default or at any time thereafter
during the continuance thereof, (a) if such event is an Event of Default
specified in clause (h) or (i) above, the Loans, all accrued and unpaid
interest thereon, and all other amounts owing under the Loan Documents shall
immediately become due and payable, and the Administrative Agent may, and upon
the direction of the Required Lenders shall, exercise any and all remedies and
other rights provided in the Loan Documents, and (b) if such event is any other
Event of Default, with the consent of the Required Lenders, the Administrative
Agent may, and upon the direction of the Required Lenders shall, by notice of
default to the Borrower, declare the Loans, all accrued and unpaid interest
thereon and all other amounts owing under the Loan Documents to be due and
payable forthwith, whereupon the same shall immediately become due and payable,
and the Administrative Agent may, and upon the direction of the Required
Lenders shall, exercise any and all remedies and other rights provided pursuant
to the Loan Documents. Except as otherwise provided in this Section,
presentment, demand, protest and all other notices of any kind are hereby
expressly waived. The Borrower hereby further expressly waives and covenants
not to assert any appraisement, valuation, stay, extension, redemption or
similar laws, now or at any time hereafter in force which might delay, prevent
or otherwise impede the performance or enforcement of any Loan Document.


         In the event that the Notes shall have been declared due and payable
pursuant to the provisions of this Section, any funds received by the
Administrative Agent and the Lenders from or on behalf of the Borrower shall be
applied by the Administrative Agent and the Lenders in liquidation of the Loans
and the obligations of the Borrower under the Loan Documents in the following
manner and order: (i) first, to the payment of interest on and then the
principal portion of any Loans which the Administrative Agent may have advanced
on behalf of any Lender for which the Administrative Agent has not then been
reimbursed by such Lender or the Borrower; (ii) second, to reimburse the
Administrative Agent and the Lenders for any expenses due from the Borrower
pursuant to the provisions of Section 11.5; (iii) third, to the payment of all
other fees, expenses and amounts due under the Loan Documents (other than
principal and interest on the Notes) provided, however, that distribution in
respect of such fees and expenses due to the Administrative Agent from the
Borrower shall be made pari passu with respect to the payment of any other
fees, expenses or amounts due the Lenders from the Borrower; (iv) fourth, to
the payment of interest due on the Notes; (v) fifth, to the payment of
principal outstanding on the Notes; and (vi) sixth, to the payment of any other
amounts owing to the Administrative Agent, the Lead Arranger and the Lenders
under any Loan Document or other document or agreement entered into in
connection with the transactions contemplated thereby.






	10.	 	THE AGENT.







	 	10.1	 	Appointment.



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         Each Lender hereby irrevocably designates and appoints FNB as the
Administrative Agent of such Lender under the Loan Documents and each such
Lender hereby irrevocably authorizes FNB, as the Administrative Agent for such
Lender, to take such action on its behalf under the provisions of the Loan
Documents and to exercise such powers and perform such duties as are expressly
delegated to the Administrative Agent by the terms of the Loan Documents,
together with such other powers as are reasonably incidental thereto.
Notwithstanding any provision to the contrary elsewhere in any Loan Document,
the Administrative Agent shall not have any duties or responsibilities, except
those expressly set forth therein, or any fiduciary or trustee relationship
with any Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into the Loan Documents or otherwise
exist against the Administrative Agent.






	 	10.2	 	Delegation of Duties.



         The Administrative Agent may execute any of its duties under the Loan
Documents by or through agents or attorneys-in-fact and shall be entitled to
rely upon the advice of counsel concerning all matters pertaining to such
duties.






	 	10.3	 	Exculpatory Provisions.



         Neither the Administrative Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates shall be (i) liable for any
action lawfully taken or omitted to be taken by it or such Person under or in
connection with the Loan Documents (except for its own gross negligence or
willful misconduct), or (ii) responsible in any manner to any of the Lenders
for any recitals, statements, representations or warranties made by the
Borrower or any officer thereof contained in the Loan Documents or in any
certificate, report, statement or other document referred to or provided for
in, or received by the Administrative Agent under or in connection with, the
Loan Documents or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of any of the Loan Documents or for any failure
of the Borrower or any other Person to perform its obligations thereunder. The
Administrative Agent shall not be under any obligation to any Lender to
ascertain or to inquire as to the observance or performance of any of the
agreements contained in, or conditions of, the Loan Documents, or to inspect
the properties, books or records of the Borrower or any of its Subsidiaries.
The Administrative Agent shall not be under any liability or responsibility
whatsoever, as Administrative Agent, to the Borrower or any other Person as a
consequence of any failure or delay in performance, or any breach, by any
Lender of any of its obligations under any of the Loan Documents.






	 	10.4	 	Reliance by Administrative Agent.



         The Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any writing, resolution, notice, consent,
certificate, affidavit, opinion, letter, cablegram, telegram, telecopy, telex
or teletype message, statement, order or other document or conversation
reasonably believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons and upon advice and statements of
legal counsel (including, without
limitation, counsel to the Borrower), independent accountants and other
experts selected by the Administrative Agent. The Administrative Agent may
treat each Lender, or the Person designated in the last notice filed with it
under this Section, as the holder of all of the interests of


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such Lender in its
Loans and in its Note until written notice of transfer, signed by such Lender
(or the Person designated in the last notice filed with the Administrative
Agent) and by the Person designated in such written notice of transfer, in form
and substance satisfactory to the Administrative Agent, shall have been filed
with the Administrative Agent. The Administrative Agent shall not be under any
duty to examine or pass upon the validity, effectiveness or genuineness of the
Loan Documents or any instrument, document or communication furnished pursuant
thereto or in connection therewith, and the Administrative Agent shall be
entitled to assume that the same are valid, effective and genuine, have been
signed or sent by the proper parties and are what they purport to be. The
Administrative Agent shall be fully justified in failing or refusing to take
any action under the Loan Documents unless it shall first receive such advice
or concurrence of the Required Lenders as it deems appropriate or as set forth
herein. The Administrative Agent shall in all cases be fully protected in
acting, or in refraining from acting, under the Loan Documents in accordance
with a request or direction of the Required Lenders, and such request or
direction and any action taken or failure to act pursuant thereto shall be
binding upon all the Lenders and all future holders of the Notes.






	 	10.5	 	Notice of Default.



         The Administrative Agent shall not be deemed to have knowledge or notice
of the occurrence of any Default or Event of Default, except with respect to
defaults in the payment of principal, interest and fees required to be paid to
the Administrative Agent for the account of the Lenders, unless the
Administrative Agent has received written notice thereof from a Lender or the
Borrower. In the event that the Administrative Agent receives such a notice,
the Administrative Agent shall promptly give notice thereof to the Lenders.
The Administrative Agent shall take such action with respect to such Default or
Event of Default as shall be reasonably directed by the Required Lenders,
provided, however, that unless and until the Administrative Agent shall have
received such directions, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with
respect to such Default or Event of Default as it shall deem to be in the best
interests of the Lenders.






	 	10.6	 	Non-Reliance on Administrative Agent and Other Lenders.



         Each Lender expressly acknowledges that neither the Administrative Agent
nor any of its officers, directors, employees, agents, attorneys-in-fact or
affiliates has made any representations or warranties to it and that no act by
the Administrative Agent hereinafter, including any review of the affairs of
the Borrower or any of its Subsidiaries, shall be deemed to constitute any
representation or warranty by the Administrative Agent to any Lender. Each
Lender represents to the Administrative Agent that it has, independently and
without reliance upon the Administrative Agent or any other Lender, and based
on such documents and information as it has deemed appropriate, made its own
evaluation of and investigation into the business, operations, Property,
financial and other condition and creditworthiness of the Borrower and its
Subsidiaries and made its own decision to enter into this Agreement. Each
Lender also represents that it will, independently and without reliance upon
the Administrative 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 analysis, evaluations and decisions
in taking or not taking action under any Loan Document, and to make such
investigation as it deems necessary to inform itself as to the business,
operations, Property, financial and other condition and


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creditworthiness of the
Borrower and its Subsidiaries. Except for notices, reports and other documents
expressly required to be furnished to the Lenders by the Administrative Agent
hereunder, the Administrative Agent shall not have any duty or responsibility
to provide any Lender with any credit or other information concerning the
business, operations, Property, financial and other condition or
creditworthiness of the Borrower and its Subsidiaries which may come into the
possession of the Administrative Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates.






	 	10.7	 	Indemnification.



         Each Lender agrees to indemnify and reimburse the Administrative Agent in
its capacity as such (to the extent not promptly reimbursed by the Borrower and
without limiting the obligation of the Borrower to do so), pro rata according
to its Commitment, from and against any and all liabilities, obligations,
claims, losses, damages, penalties, actions, judgments, suits, costs, expenses
or disbursements of any kind whatsoever including, without limitation, any
amounts paid to the Lenders (through the Administrative Agent) by the Borrower,
any Subsidiary Guarantor or any Other Guarantor pursuant to the terms of the
Loan Documents, that are subsequently rescinded or avoided, or must otherwise
be restored or returned) which may at any time (including, without limitation,
at any time following the payment of the Notes) be imposed on, incurred by or
asserted against the Administrative Agent in any way relating to or arising out
of the Loan Documents or any other documents contemplated by or referred to
therein or the transactions contemplated thereby or any action taken or omitted
to be taken by the Administrative Agent under or in connection with any of the
foregoing; provided, however, that no Lender shall be liable for the payment of
any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements to the extent
resulting solely from the gross negligence or willful misconduct of the
Administrative Agent. The agreements in this Section shall survive the payment
of all amounts payable under the Loan Documents.






	 	10.8	 	Administrative Agent in Its Individual Capacity.



         FNB and its affiliates may make loans to, accept deposits from, issue
letters of credit for the account of, and generally engage in any kind of
business with, the Borrower and its Subsidiaries as though FNB was not
Administrative Agent hereunder. With respect to the Commitment made or renewed
by FNB and the Note issued to FNB, FNB shall have the same rights and powers
under the Loan Documents as any Lender and may exercise the same as though it
was not the Administrative Agent, and the terms “Lender” and “Lenders” shall in
each case include FNB.






	 	10.9	 	Successor Administrative Agent.



         If at any time the Administrative Agent deems it advisable, in its sole
discretion, it may submit to each of the Lenders a written notice of its
resignation as Administrative Agent under this Agreement, such resignation to
be effective upon the earlier of (i) the written acceptance of
the duties of the Administrative Agent under the Loan Documents by a
successor Administrative Agent and (ii) on the 60th day after the date of such
notice. Upon any such notice of resignation, the Required Lenders shall have
the right to appoint from among the Lenders a successor


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Administrative Agent.
If no successor Administrative Agent shall have been so appointed by the
Required Lenders and accepted such appointment in writing within 45 days after
the retiring Administrative Agent’s giving of notice of resignation, then the
retiring Administrative Agent shall, in consultation with the Borrower, appoint
a successor Administrative Agent on behalf of the Lenders prior to the end of
the 60th day from such notice from among any of the Lenders who shall have at
such time a Commitment of at least $10,000,000 (an “Approved Successor”). If
no Lender has a Commitment of at least $10,000,000 (or no Lender whose
Commitment is at least $10,000,000 shall agree to accept such appointment),
then the retiring Administrative Agent shall, in consultation with the
Borrower, appoint any other Lender or any other commercial bank organized under
the laws of the United States of America or any State thereof and having a
combined capital and surplus of at least $100,000,000 as a successor
Administrative Agent. Any appointment of a successor Administrative Agent shall
be subject to the approval of the Borrower, which approval shall not be
unreasonably withheld or delayed, and shall be given in any event prior to the
end of the 60th day from the date of the retiring Administrative Agent’s notice
of resignation, provided that during any period in which there exists and is
continuing an Event of Default, no approval from the Borrower to the
appointment of an Approved Successor shall be required. Upon the acceptance of
an appointment as Administrative Agent hereunder by a successor Administrative
Agent and any required approval of such successor Administrative Agent by the
Borrower in accordance with the terms of this Section, such successor
Administrative Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent’s rights, powers, privileges and duties as
Administrative Agent under the Loan Documents shall be terminated. The
Borrower and the Lenders shall execute such documents as shall be necessary to
effect such appointment. After any retiring Administrative Agent’s resignation
hereunder as Administrative Agent, the provisions of the Loan Documents shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was Administrative Agent under the Loan Documents. The Supermajority
Lenders may remove the Administrative Agent from its capacity as administrative
agent in the event of the Administrative Agent’s willful misconduct or gross
negligence. The Commitment of the Lender then acting as Administrative Agent,
if the Administrative Agent is being removed due to willful misconduct or gross
negligence pursuant to this Section 10.9, shall be disregarded in determining
the Supermajority Lenders. Such removal shall be in accordance with the
Intercreditor Agreement of even date herewith among the Administrative Agent
and the Lenders which provides, among other things, that any successor
Administrative Agent must satisfy the conditions for a successor Administrative
Agent contained above in this Section 10.9.






	11.	 	OTHER PROVISIONS.







	 	11.1	 	Amendments and Waivers.



         With the written consent of the Required Lenders, the Administrative Agent
and the Borrower may, from time to time, enter into written amendments,
supplements or modifications of the Loan Documents and, with the consent of the
Required Lenders, the Administrative Agent on behalf of the Lenders may execute
and deliver to any such parties a written instrument
waiving or a consent to a departure from, on such terms and conditions as
the Administrative Agent may specify in such instrument, any of the
requirements of the Loan Documents or any Default or Event of Default and its
consequences; provided, however, that no such amendment,


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supplement,
modification, waiver or consent shall, without the consent of all of the
Lenders: (i) increase the Commitments of any Lender or the Total Commitment
Amount; (ii) extend the Maturity Date; (iii) decrease the rate, or extend the
time of payment, of interest of, or change or forgive the principal amount of,
or change the requirement that payments and prepayments of principal of, and
payments of interest on, the Notes be made pro rata to the Lenders on the basis
of the outstanding principal amount of the Loans, (iv) amend the definition of
“Required Lender” or “Supermajority Lenders”, (v) amend the definition of
“Applicable Margin”, (vi) release any Subsidiary Guarantor from its obligations
under a Guaranty, or (vii) change the provisions of Section 2.9, 2.10, 2.11,
2.12, 2.13, 2.14, 2.15, 2.16, 3.1 or 11.1; and provided further that no such
amendment, supplement, modification, waiver or consent shall amend, modify,
waive or consent to a departure from any provision of Section 10 or otherwise
change any of the rights or obligations of the Administrative Agent under the
Loan Documents without the written consent of the Administrative Agent. The
Administrative Agent shall cause a copy of each written request for such an
amendment, supplement or modification delivered by the Borrower to it to be
delivered to each Lender. Any such amendment, supplement, modification, waiver
or consent shall apply equally to each of the Lenders and shall be binding upon
the parties to the applicable agreement, the Lenders, the Administrative Agent
and all future holders of the Notes. In the case of any waiver, the parties to
the applicable agreement, the Lenders and the Administrative Agent shall be
restored to their former position and rights under the Loan Documents, and any
Default or Event of Default waived shall not extend to any subsequent or other
Default or Event of Default, or impair any right consequent thereon.






	 	11.2	 	Notices.



         All notices, requests and demands to or upon the respective parties hereto
to be effective shall be in writing and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made when delivered by hand,
or if sent by certified mail (return receipt requested), when the return
receipt is signed on behalf of the party to whom such notice is given, or in
the case of telecopier notice, when sent, or if sent by overnight nationwide
commercial courier, the Business Day following the date such notice is
deposited with said courier, and in any case addressed as follows in the case
of the Borrower or the Administrative Agent, and at the Domestic Lending Office
in the case of each Lender, or to such other addresses as to which the
Administrative Agent may be hereafter notified by the respective parties hereto
or any future holders of the Notes:



	 	The Borrower:




	 	New Plan Excel Realty Trust, Inc.

1120 Avenue of the Americas; Suite 1200

New York, New York 10036

Attention:      John B. Roche,

Chief Financial Officer

Telephone:      (212) 869-3000

Telecopy:         (212) 869-3989




	 	with a copy to:



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	 	New Plan Excel Realty Trust, Inc.

1120 Avenue of the Americas, Suite 1200

New York, New York 10036

Attention:      Steven F. Siegel, Esq., General Counsel

Telephone:      (212) 869-3000

Telecopy:         (212) 302-4776




	 	The Administrative Agent:




	 	Fleet National Bank

100 Federal Street

Boston, Massachusetts 02110

Attention:      Real Estate Division




	 	with a copy to:




	 	Fleet National Bank

115 Perimeter Center Place, N.E.

Suite 500

Atlanta, Georgia 30346

Attention:      William Lamb, Vice President

Telephone:      (770) 390-6547

Telecopy:         (770) 390-8434



except that any notice, request or demand by the Borrower to or upon the
Administrative Agent or the Lenders pursuant to Section 2.8 shall not be
effective until received. Any party to a Loan Document may rely on signatures
of the parties thereto which are transmitted by telecopier or other electronic
means as fully as if originally signed.






	 	11.3	 	No Waiver; Cumulative Remedies.



         No failure to exercise and no delay in exercising any right, remedy, power
or privilege under any Loan Document shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, remedy, power or privilege
under any Loan Document preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges under the Loan Documents are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by law.






	 	11.4	 	Survival of Representations and Warranties.



         All representations and warranties made under the Loan Documents and in
any document, certificate or statement delivered pursuant hereto or in
connection therewith shall survive the execution and delivery of the Loan
Documents. After the termination of this Agreement in accordance with its
terms, without any extension thereof, the payment in full of all
obligations of the Borrower under the Loan Documents and the expiration of
any obligations of the Borrower hereunder which survive the termination of this
Agreement, the Borrower shall have no liability to the Lenders under such
representations and warranties, except that the


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foregoing shall not apply with
respect to any claim, action or proceeding made or brought under any such
representations or warranties prior to such termination or payment.






	 	11.5	 	Payment of Expenses and Taxes.



         The Borrower agrees, promptly upon presentation of a statement or invoice
therefor, and whether any Loan is made (i) to pay or reimburse FNB,
Administrative Agent and Lead Arranger for all of their out-of-pocket costs and
expenses reasonably incurred in connection with the development, preparation,
negotiation and execution of, the Loan Documents, the syndication of the loan
transaction evidenced by this Agreement (whether or not such syndication is
completed) and any amendment, supplement or modification hereto (whether or not
executed), any documents prepared in connection therewith and the consummation
of the transactions contemplated thereby, including, without limitation, the
reasonable fees and disbursements of Special Counsel, (ii) to pay or reimburse
each Credit Party for all of its respective costs and expenses, including,
without limitation, reasonable fees and disbursements of counsel, incurred in
connection with (x) any Default or Event of Default and any enforcement or
collection proceedings resulting therefrom (including, without limitation, any
costs incurred after the entry of judgment in an attempt to collect money due
in the judgment) or in connection with the negotiation of any restructuring or
“work-out” (whether consummated or not) of the obligations of the Borrower
under any of the Loan Documents and (y) the enforcement of this Section, (iii)
to pay, indemnify, and hold each Credit Party harmless from and against, any
and all recording and filing fees and any and all liabilities with respect to,
or resulting from any delay in paying, stamp, excise and other similar taxes,
if any, which may be payable or determined to be payable in connection with the
execution and delivery of, or consummation of any of the transactions
contemplated by, or any amendment, supplement or modification of, or any waiver
or consent under or in respect of, the Loan Documents and any such other
documents, and (iv) to pay, indemnify and hold each Credit Party and each of
their respective officers, directors, employees, affiliates, agents,
controlling persons and attorneys (as used in this Section, each an
“indemnified person”) harmless from and against any and all other liabilities,
obligations, claims, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever (including,
without limitation, reasonable counsel fees and disbursements) with respect to
any claim, investigation or proceeding from any third party relating to this
Agreement or the Loan Documents, including the enforcement and performance of
the Loan Documents and the use of the proceeds of the Loans (all the foregoing,
collectively, the “indemnified liabilities”), whether or not any such
indemnified person is a party to this Agreement or the Loan Documents, and to
reimburse each indemnified person for all legal and other expenses incurred in
connection with investigating or defending any indemnified liabilities, and, if
and to the extent that the foregoing indemnity may be unenforceable for any
reason, the Borrower agrees to make the maximum payment permitted or not
prohibited under applicable law; provided, however, that the Borrower shall
have no obligation hereunder to pay indemnified liabilities to any Credit Party
arising from (A) the gross negligence or willful misconduct of such Credit
Party or (B) disputes solely between the Credit Parties and which are not
related to any act or failure to act on the part of the Borrower or the failure
of the Borrower to perform any of its obligations under this Agreement or the
Loan Documents.


         Notwithstanding the foregoing, the fees and expenses referred to in clause
(iv) of the preceding paragraph shall not be payable by the Borrower if (x) any
such enforcement action


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brought by such Credit Party is dismissed, with
prejudice, on the pleadings or pursuant to a motion made by the Borrower for
summary judgment, and (y) if such Credit Party appeals such dismissal, such
dismissal is affirmed and the time for any further appeals has expired. The
obligations of the Borrower under this Section shall survive the termination of
this Agreement and the Commitments and the payment of the Notes and all other
amounts payable under the Loan Documents.






	 	11.6	 	Lending Offices.



         Each Lender shall have the right at any time and from time to time to
transfer its Loans to a different office, provided that such Lender shall
promptly notify the Administrative Agent and the Borrower of any such change of
office. Such office shall thereupon become such Lender’s Domestic Lending
Office or LIBOR Lending Office, as the case may be; provided, however, that no
such Lender shall be entitled to receive any greater amount under Section 2.13,
2.14 or 2.16 as a result of a transfer of any such Loans to a different office
of such Lender than it would be entitled to immediately prior thereto unless
such claim would have arisen even if such transfer had not occurred.






	 	11.7	 	Successors and Assigns.



                  (a) The Loan Documents shall be binding upon and inure to the benefit of
the Borrower, the Lenders, the Administrative Agent, all future holders of the
Notes and their respective successors and assigns, except that the Borrower may
not assign, delegate or transfer any of its rights or obligations under the
Loan Documents without the prior written consent of the Administrative Agent
and all of the Lenders.



                  (b) Each Lender shall have the right at any time, upon written notice to
the Administrative Agent of its intent to do so, to sell, assign, transfer or
negotiate all or any part of such Lender’s rights and/or obligations under the
Loan Documents to one or more of its Affiliates, to one or more of the other
Lenders (or to Affiliates of such other Lenders) or, with the prior written
consent of the Borrower, and the Administrative Agent (which consent, from each
of them, shall not be unreasonably withheld or delayed and shall not be
required from the Borrower upon the occurrence and during the continuance of an
Event of Default), to sell, assign, transfer or negotiate all or any part of
such Lender’s rights and obligations under the Loan Documents to any other
bank, insurance company, pension fund, mutual fund or other financial
institution, provided that (a) any such bank, insurance company, pension fund,
mutual fund or other financial institution shall have a net worth as of the
date of such sale, assignment, transfer or negotiation of not less than
$500,000,000, unless otherwise approved by the Administrative Agent, (b) unless
otherwise approved by the Administrative Agent, such assignee shall acquire an
interest in the Loans of not less than $5,000,000 unless such assignee is
acquiring all of the assigning Lender’s Commitment, (c) such sale, assignment,
transfer or registration is subject to the terms of the intercreditor agreement
dated of even date herewith among the Lenders and the Administrative Agent, (d)
in no event shall any voting, consent or approval rights of a Lender be
assigned to any Person controlling, controlled by or under common control with,
or which is not otherwise free from influence or control by, the Borrower or
any Subsidiary Guarantor or any
Affiliate thereof, which rights shall instead be allocated pro rata among
the other remaining Lenders, and (e) there shall be paid to the Administrative
Agent by the assigning Lender a fee



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(the “Assignment Fee”) of $3,500. For each
assignment, the parties to such assignment shall execute and deliver to the
Administrative Agent for its acceptance and recording an Assignment and
Assumption Agreement. Upon such execution, delivery, acceptance and recording
by the Administrative Agent, from and after the effective date specified in
such Assignment and Assumption Agreement, the assignee thereunder shall be a
party hereto and, to the extent provided in such Assignment and Assumption
Agreement, the assignor Lender thereunder shall be released from its
obligations under the Loan Documents. The Borrower agrees upon written request
of the Administrative Agent and at the Borrower’s expense to execute and
deliver (1) to such assignee, a Note, dated the effective date of such
Assignment and Assumption Agreement, in an aggregate principal amount equal to
the Loans assigned to, and Commitments assumed by, such assignee and (2) to
such assignor Lender, a Note, dated the effective date of such Assignment and
Assumption Agreement, in an aggregate principal amount equal to the balance of
such assignor Lender’s Loans and Commitment, if any, and each assignor Lender
shall cancel and return to the Borrower its existing Note. Upon any such sale,
assignment or other transfer, the Commitment Amounts set forth in Exhibit B
shall be adjusted accordingly by the Administrative Agent and a new Exhibit B
shall be distributed by the Administrative Agent to the Borrower and each
Lender.


                  (c)  Each Lender may grant participations in all or any part of its Loans,
its Note and its Commitment to one or more banks, insurance companies,
financial institutions, pension funds or mutual funds, provided that (i) such
Lender’s obligations under the Loan Documents shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties to the Loan
Documents for the performance of such obligations, (iii) the Borrower, the
Administrative 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 the Loan Documents, (iv) no sub-participations shall be
permitted and (v) the voting rights of any holder of any participation shall be
limited to decisions that only do any of the following: (A) subject the
participant to any additional obligation, (B) reduce the principal of, or
interest on the Notes or any fees or other amounts payable hereunder, and (C)
postpone any date fixed for the payment of principal of, or interest on the
Notes or any fees or other amounts payable hereunder. The Borrower
acknowledges and agrees that any such participant shall for purposes of
Sections 2.10, 2.11, 2.12, 2.13, 2.14, 2.15 and 2.16 be deemed to be a
“Lender”; provided, however, the Borrower shall not, at any time, be obligated
to pay any participant in any interest of any Lender hereunder any sum in
excess of the sum which the Borrower would have been obligated to pay to such
Lender in respect of such interest had such Lender not sold such participation.


                  (d)  If any (i) assignment made pursuant to paragraph (b) above or (ii) any
participation granted pursuant to paragraph (c) above shall be made to any
Person that is organized under the laws of any jurisdiction other than the
United States of America or any State thereof, such Person shall furnish such
certificates, documents or other evidence to the Borrower and the
Administrative Agent, in the case of clause (i) and to the Borrower and the
Lender which sold such participation in the case of clause (ii), as shall be
required by Section 2.11(b) to evidence such Person’s exemption from U.S.
withholding taxes with respect to any payments under or pursuant to the Loan
Documents because such Person is eligible for the benefits of a tax treaty
which provides for a zero % rate of tax on any payments under the Loan
Documents or
because any such payments to such Person are effectively connected with
the conduct by such Person of a trade or business in the United States.


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                  (e)  No Lender shall, as between and among the Borrower, the Administrative
Agent and such Lender, be relieved of any of its obligations under the Loan
Documents as a result of any sale, assignment, transfer or negotiation of, or
granting of participations in, all or any part of its Loans, its Commitment or
its Note, except that a Lender shall be relieved of its obligations to the
extent of any such sale, assignment, transfer, or negotiation of all or any
part of its Loans, its Commitment or its Note pursuant to paragraph (b) above.


                  (f)  Notwithstanding anything to the contrary contained in this Section,
any Lender may at any time or from time to time assign all or any portion of
its rights under the Loan Documents to a Federal Reserve Bank, provided that
any such assignment shall not release such assignor from its obligations
thereunder.






	 	11.8	 	[Intentionally Omitted].







	 	11.9	 	Counterparts.



         Each Loan Document (other than the Notes) may be executed by one or more
of the parties thereto on any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
document. It shall not be necessary in making proof of any Loan Document to
produce or account for more than one counterpart signed by the party to be
charged. A telecopied counterpart of any Loan Document or to any document
evidencing, and of any an amendment, modification, consent or waiver to or of
any Loan Document shall be deemed to be an originally executed counterpart. A
set of the copies of the Loan Documents signed by all the parties thereto shall
be deposited with each of the Borrower and the Administrative Agent. Any party
to a Loan Document may rely upon the signatures of any other party thereto
which are transmitted by telecopier or other electronic means to the same
extent as if originally signed.






	 	11.10	 	Adjustments; Set-off.



                  (a) If any Lender (a “Benefitted Lender”) shall at any time receive any
payment of all or any part of its Loans or interest thereon, or receive any
collateral in respect thereof (whether voluntarily or involuntarily, by
set-off, pursuant to events or proceedings of the nature referred to in Section
9.1(h) or (i), or otherwise) in a greater proportion than any such payment to
and collateral received by any other Lender in respect of such other Lender’s
Loans or interest thereon, such Benefitted Lender shall purchase for cash from
each of the other Lenders such portion of each such other Lender’s Loans and
shall provide each of such other Lenders with the benefits of any such
collateral, or the proceeds thereof, as shall be necessary to cause such
Benefitted Lender to share the excess payment or benefits of such collateral or
proceeds ratably with each of the Lenders, provided, however, that if all or
any portion of such excess payment or benefits is thereafter recovered from
such Benefitted Lender, such purchase shall be rescinded, and the purchase
price and benefits returned, to the extent of such recovery, but without
interest. The Borrower agrees that each Lender so purchasing a portion of
another Lender’s Loans may exercise all rights of payment (including, without
limitation, rights of
set-off, to the extent not prohibited by law) with respect to such portion
as fully as if such Lender were the direct holder of such portion.



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                  (b) In addition to any rights and remedies of the Lenders provided by law,
upon the occurrence of an Event of Default and the acceleration of the
obligations owing in connection with the Loan Documents, or at any time upon
the occurrence and during the continuance of an Event of Default under Section
9.1(a) or (b), each Lender shall have the right, without prior notice to the
Borrower, any such notice being expressly waived by the Borrower to the extent
not prohibited by applicable law, to set-off and apply against any
indebtedness, whether matured or unmatured, of the Borrower to such Lender, any
amount owing from such Lender to the Borrower, at, or at any time after, the
happening of any of the above-mentioned events. To the extent not prohibited
by applicable law, the aforesaid right of set-off may be exercised by such
Lender against the Borrower or against any trustee in bankruptcy, custodian,
debtor in possession, assignee for the benefit of creditors, receiver, or
execution, judgment or attachment creditor of the Borrower, or against anyone
else claiming through or against the Borrower or such trustee in bankruptcy,
custodian, debtor in possession, assignee for the benefit of creditors,
receivers, or execution, judgment or attachment creditor, notwithstanding the
fact that such right of set-off shall not have been exercised by such Lender
prior to the making, filing or issuance, or service upon such Lender of, or of
notice of, any such petition, assignment for the benefit of creditors,
appointment or application for the appointment of a receiver, or issuance of
execution, subpoena, order or warrant. Each Lender agrees promptly to notify
the Borrower and the Administrative Agent after any such set-off and
application made by such Lender, provided that the failure to give such notice
shall not affect the validity of such set-off and application.







	 	11.11	 	Lenders’ Representations.



         Each Lender represents to the Administrative Agent that, in acquiring its
Note, it is acquiring the same for its own account for the purpose of
investment and not with a view to selling the same in connection with any
distribution thereof, provided that the disposition of each Lender’s own
Property shall at all times be and remain within its control.






	 	11.12	 	Indemnity.



         The Borrower agrees to indemnify and hold harmless each Credit Party and
its affiliates, directors, officers, employees, affiliates, agents, controlling
persons and attorneys (each an “Indemnified Person”) from and against any loss,
cost, liability, damage or expense (including the reasonable fees and
disbursements of counsel of such Indemnified Person, including all local
counsel hired by any such counsel) incurred by such Indemnified Person in
investigating, preparing for, defending against, or providing evidence,
producing documents or taking any other action in respect of, any commenced or
threatened litigation, administrative proceeding or investigation under any
federal securities or tax laws or any other statute of any jurisdiction, or any
regulation, or at common law or otherwise, which is alleged to arise out of or
is based upon: (i) any untrue statement of any material fact by the Borrower
in any document or schedule executed or filed with any Governmental Authority
by or on behalf of the Borrower; (ii) any omission to state any material fact
required to be stated in such document or schedule, or necessary to make the
statements made therein, in light of the circumstances under which made, not
misleading; (iii) any acts, practices or omissions of the Borrower or its
agents relating to the
use of the proceeds of any or all borrowings made by the Borrower which
are alleged to be in violation of Section 2.15, or in violation of any federal
securities or tax laws or of any other statute, regulation or other law of any
jurisdiction applicable thereto, whether or not such


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Indemnified Person is a
party thereto; or (iv) the Acquisition. The indemnity set forth herein shall
be in addition to any other obligations, liabilities or other indemnifications
of the Borrower to each Indemnified Person under the Loan Documents or at
common law or otherwise, and shall survive any termination of the Loan
Documents, the expiration of the Commitments and the payment of all
indebtedness of the Borrower under the Loan Documents, provided that the
Borrower shall have no obligation under this Section to an Indemnified Person
with respect to any of the foregoing to the extent found in a final judgment of
a court having jurisdiction to have resulted primarily out of the gross
negligence or willful misconduct of such Indemnified Person or arising solely
from claims between one such Indemnified Person and another such Indemnified
Person.






	 	11.13	 	Governing Law.



         The Loan Documents and the rights and obligations of the parties
thereunder shall be governed by, and construed and interpreted in accordance
with, the internal laws of the State of New York, without regard to principles
of conflict of laws.






	 	11.14	 	Headings Descriptive.



         Section headings have been inserted in the Loan Documents for convenience
only and shall not be construed to be a part thereof.






	 	11.15	 	Severability.



         Every provision of the Loan Documents is intended to be severable, and if
any term or provision thereof shall be invalid, illegal or unenforceable for
any reason, the validity, legality and enforceability of the remaining
provisions thereof shall not be affected or impaired thereby, and any
invalidity, illegality or unenforceability in any jurisdiction shall not affect
the validity, legality or enforceability of any such term or provision in any
other jurisdiction.






	 	11.16	 	Integration.



         All exhibits to a Loan Document shall be deemed to be a part thereof. The
Loan Documents embody the entire agreement and understanding among the
Borrower, the Administrative Agent and the Lenders with respect to the subject
matter thereof and supersede all prior agreements and understandings among the
Borrower, the Administrative Agent and the Lenders with respect to the subject
matter thereof.






	 	11.17	 	Consent to Jurisdiction.



         The Borrower and each of the Credit Parties hereby irrevocably submit to
the jurisdiction of any New York State or Federal court sitting in the City of
New York over any suit, action or proceeding arising out of or relating to the
Loan Documents. The Borrower and each of the Credit Parties hereby irrevocably
waive, to the fullest extent permitted or not prohibited by law, any objection
which any of them may now or hereafter have to the laying of the venue of any
such suit, action or proceeding brought in such a court and any claim that
any such suit, action or proceeding brought in such a court has been brought in
an inconvenient forum.


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	 	11.18	 	Service of Process.



         The Borrower hereby agrees that process may be served against it in any
suit, action or proceeding referred to in Section 11.17 by sending the same by
first class mail, return receipt requested or by overnight courier service, to
the address of the Borrower set forth in Section 11.2 or in the applicable Loan
Document executed by the Borrower. The Borrower hereby agrees that any such
service (i) shall be deemed in every respect effective service of process upon
it in any such suit, action, or proceeding, and (ii) shall to the fullest
extent enforceable by law, be taken and held to be valid personal service upon
and personal delivery to it.






	 	11.19	 	No Limitation on Service or Suit.



         Nothing in the Loan Documents or any modification, waiver, consent or
amendment thereto shall affect the right of the Administrative Agent or any
Lender to serve process in any manner permitted by law or limit the right of
the Administrative Agent or any Lender to bring proceedings against the
Borrower in the courts of any jurisdiction or jurisdictions in which the
Borrower may be served.






	 	11.20	 	WAIVER OF TRIAL BY JURY.



         THE ADMINISTRATIVE AGENT, THE LENDERS AND THE BORROWER HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT ANY OF THEM MAY HAVE TO A TRIAL
BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION
WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREIN. FURTHER, THE
BORROWER HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF THE ADMINISTRATIVE
AGENT, THE LENDERS, OR COUNSEL TO THE ADMINISTRATIVE AGENT OR THE LENDERS, HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE ADMINISTRATIVE AGENT OR THE
LENDERS WOULD NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER
OF RIGHT TO JURY TRIAL PROVISION. THE BORROWER ACKNOWLEDGES THAT THE
ADMINISTRATIVE AGENT AND THE LENDERS HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT BY, INTER ALIA, THE PROVISIONS OF THIS SECTION.






	 	11.21	 	TERMINATION.



         After the termination of this Agreement in accordance with its terms,
without any extension thereof, and the payment in full of all obligations of
the Borrower under the Loan Documents (including without limitation, all
principal, interest, Facility Fees and other amounts payable hereunder and
under the Notes), the obligations of the Borrower hereunder (other than those
which are stated herein to survive any termination of this Agreement) shall
terminate, except that the foregoing shall not apply with respect to any claim,
action or proceeding made or brought under any other provision of the Loan
Documents prior to such termination or payment. At the request of the
Borrower, each Lender whose obligations under the Notes have been fully
paid shall promptly return to the Borrower its Note marked “paid” or shall
deliver other evidence that such Lender has received full payment of such
obligations.


[SIGNATURES ON FOLLOWING PAGES]



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



	 	 	 	 	 
	 	 	NEW PLAN EXCEL REALTY TRUST, INC.
	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	

	
	
	
	

	 	 	
By:
	 	/s/ John B. Roche
	 	 	 	 	

	 	 	 	 	John B. Roche,

Chief Financial Officer



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	 	 	FLEET NATIONAL BANK, a national banking
association, individually and as Agent
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:
	 	/s/ Bill Lamb
	 	 	 	 	

	 	 	 	 	William Lamb

Vice President
	
	
	
	

	Fleet National Bank

115 Perimeter Center Place, N.E.

Suite 500

Atlanta, Georgia 30346

Attn: William Lamb

Facsimile: 770/390-8434	 	 	 	 
	
	
	
	

	 	 	 	 	 
	
	
	
	

	and	 	 	 	 
	
	
	
	

	 	 	 	 	 
	
	
	
	

	Fleet National Bank

100 Federal Street

Boston, Massachusetts 02110

Attn: Real Estate Division

Facsimile: 617/434-7108	 	 	 	 



 







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	 	 	CITICORP NORTH AMERICA, INC.
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:
	 	/s/ David Hirsh
	 	 	 	 	

	 	 	 	 	David Hirsh

Vice President
	
	
	
	

	 	 	 	 	 
	
	
	
	

	Citicorp North America, Inc.

390 Greenwich Street

1st Floor

New York, New York 10022

Attn: Mr. Michael Chlopak

Facsimile: (212) 723-8380	 	 	 	 
	
	
	
	

	 	 	 	 	 
	
	
	
	

	and	 	 	 	 
	
	
	
	

	 	 	 	 	 
	
	
	
	

	Citicorp North America, Inc.

2 Penns Way

Suite 200

New Castle, Delaware 19720

Attn: Ms. Lizanne Bradley

Facsimile: (302) 894-6120	 	 	 	 



 







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	 	 	BANK OF AMERICA, N.A.
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:
	 	/s/ Michael Edwards
	 	 	 	 	

	 	 	 	 	Michael Edwards

Managing Director
	
	
	
	

	 	 	 	 	 
	
	
	
	

	Bank of America, N.A.

231 South LaSalle St., 12th Floor

Chicago, Illinois 60697

Attn: Mr. Jeffrey Kahl

Facsimile: (312) 974-4970
	 	 	 	 



 







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	 	 	BANK ONE, NA
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:
	 	/s/ James Krcmarik
	 	 	 	 	

	 	 	 	 	James Krcmarik

Associate Director
	
	
	
	

	 	 	 	 	 
	
	
	
	

	Bank One, NA

Mail Code IL1-0315

1 Bank One Plaza

14th Floor

Chicago, Illinois 60670

Attn: Ms. Patricia Leung

Facsimile: (312) 732-5939	 	 	 	 



 







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	 	 	KEYBANK NATIONAL ASSOCIATION, a national

banking association
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:
	 	/s/ John C. Scott
	 	 	 	 	

	 	 	 	 	John C. Scott

Assistant Vice-President
	
	
	
	

	 	 	 	 	 
	
	
	
	

	KeyBank National Association

127 Public Square, 8th Floor

Cleveland, Ohio 44114

Attn: Mr. John C. Scott

Facsimile: (216) 689-4997	 	 	 	 
	
	
	
	

	 	 	 	 	 
	
	
	
	

	and	 	 	 	 
	
	
	
	

	 	 	 	 	 
	
	
	
	

	KeyBank National Association

127 Public Square, 8th Floor

Cleveland, Ohio 44114

Attn: Ms. Florentine G. Djulvezan

Facsimile: (216) 689-3566	 	 	 	 



 







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	 	 	THE BANK OF NEW YORK
	
	
	
	

	 	 	 	 	 
	
	
	
	

	 	 	
By:
	 	/s/ Rick Laudisi
	 	 	 	 	

	 	 	 	 	Name: Rick Laudisi

Title: Vice President
	
	
	
	

	 	 	 	 	 
	
	
	
	

	Bank of New York

One Wall Street

New York, New York 10286

Attn: Mr. Rick Laudisi

Facsimile: (212) 809-9526