<PAGE>

                                                                    Exhibit 10.3

                                Dated 3 June 2008

                                     Between

                                SOCIETE GENERALE

         as Arranger, Facility Agent, Security Agent and Original Lender

                                  WGN (GER) LLC
                                   as Borrower

                              UP TO EUR 23,200,000
                              FACILITIES AGREEMENT
                  RELATING TO THE ACQUISITION OF PROPERTIES IN
                         NAGOLD AND WALDASCHAFF, GERMANY

<PAGE>

                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                                      PAGE
------                                                                      ----
<S>                                                                         <C>
1.  Definitions and Interpretation.......................................      1
2.  The Facilities.......................................................     24
3.  Purpose..............................................................     24
4.  Conditions of Utilisation............................................     25
5.  Utilisation..........................................................     26
6.  Parallel Debt........................................................     28
7.  Repayment............................................................     29
8.  Prepayment and Cancellation..........................................     31
9.  Interest.............................................................     36
10. Interest Periods.....................................................     37
11. Changes to the calculation of interest...............................     38
12. Fees.................................................................     40
13. Tax Gross Up and Indemnities.........................................     40
14. Increased Costs......................................................     45
15. Other Indemnities....................................................     46
16. Mitigation...........................................................     48
17. Costs and Expenses...................................................     49
18. Representations......................................................     50
19. Information Undertakings.............................................     57
20. Tenant Covenant......................................................     60
21. Control Accounts.....................................................     60
22. General Undertakings.................................................     66
23. Property Undertakings................................................     76
</TABLE>

<PAGE>

<TABLE>
<S>                                                                         <C>
24. Capex Undertakings...................................................     85
25. Events of Default....................................................     86
26. Changes to Finance Parties...........................................     92
27. Changes to the Borrower..............................................     96
28. Role of the Facility Agent, the Security Agent, the Arranger and the
       Servicer...........................................                    97
29. Conduct of business by the Finance Parties...........................    107
30. Sharing among the Finance Parties....................................    107
31. Payment Mechanics....................................................    109
32. Set-off..............................................................    111
33. Notices..............................................................    112
34. Confidentiality and Publicity........................................    113
35. Calculations and Certificates........................................    113
36. Partial invalidity...................................................    113
37. Remedies and Waivers.................................................    114
38. Amendments and Waivers...............................................    114
39. Counterparts.........................................................    115
40. Governing Law........................................................    115
41. Enforcement..........................................................    115
SCHEDULE 1 Original Lender...............................................
SCHEDULE 2 Conditions Precedent..........................................
SCHEDULE 3 Utilisation Request...........................................
SCHEDULE 4 Mandatory Cost Formula........................................
SCHEDULE 5 Timetable.....................................................
SCHEDULE 6 Annual Management Report......................................
SCHEDULE 7 Form of Transfer Certificate..................................
SCHEDULE 8 Form of Financial Covenants Compliance Certificate............
SCHEDULE 9 Reservations..................................................
SCHEDULE 10 Form of Fixed Rate Notice....................................
</TABLE>
<PAGE>

                                                                               1


THIS AGREEMENT is dated 3 June 2008 and is made

BETWEEN:

(1)  WGN (GER) LLC, a Delaware limited liability company formed in and validly
     existing under the laws of Delaware, having its registered offices at c/o
     Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington,
     Delaware 19808 and its principal office at c/o W.P. Carey & Co. LLC, 50
     Rockefeller Plaza, 2nd Floor, New York, New York 10020, U.S.A. (the
     "BORROWER");

(2)  SOCIETE GENERALE, a credit institution, incorporated in and validly
     existing under the laws of France as a societe anonyme, registered with the
     Registre du commerce et des societes of Paris under number 552 120 222,
     having its registered office at 29, boulevard Haussmann, 75009 Paris,
     France as the mandated arranger of this Facility (the "ARRANGER");

(3)  SOCIETE GENERALE as facility agent for the Finance Parties (the "FACILITY
     AGENT");

(4)  SOCIETE GENERALE (ACTING THROUGH ITS FRANKFURT BRANCH HAVING ITS PLACE OF
     BUSINESS NEUE MAINZER STRASSE 46-50, 60311 FRANKFURT, GERMANY) as security
     agent for the Finance Parties (the "SECURITY AGENT"); and

(5)  THE PERSON SET OUT IN SCHEDULE 1 (ORIGINAL LENDER) (the "ORIGINAL LENDER").

IT IS AGREED as follows:

1.   DEFINITIONS AND INTERPRETATION

1.1  DEFINITIONS

     In each Finance Document (as defined below):

     "ACCOUNT BANK" means any of Societe Generale (acting through its Frankfurt
     branch), Bank of America or such other bank (acting through a German
     branch) with a short term credit rating of at least A-1+ from Standard &
     Poor's Rating Services, a division of The McGaw Hill Companies Inc., P1
     (short term) and Aa3 (long-term) from Moody's Investors Service, Inc. and
     F1+ (short term) from Fitch Ratings Ltd..

     "ACCOUNT PLEDGE AGREEMENT" means each of the first ranking pledges
     (Pfandrechte) over the Control Account between the Borrower as pledgor and
     the Arranger, Facility Agent, Security Agent and Original Lender as
     original pledgees.

<PAGE>

                                                                               2


     "ACQUISITION FACILITY AVAILABILITY PERIOD" means the period starting from
     the opening of business in Frankfurt am Main, Germany, on the Signing Date
     to close of business in Frankfurt am Main, Germany, on 30 June 2008.

     "ACQUISITION COMMITMENT" means

     (a)  in relation to an Original Lender, the amount set opposite its name
          under the heading "Acquisition Commitment" in Schedule 1 (Original
          Lender) and the amount of any other Acquisition Commitment transferred
          to it under this Agreement; and

     (b)  in relation to any other Lender, the amount of any Acquisition
          Commitment transferred to it under this Agreement,

     to the extent not cancelled, increased, reduced or transferred by it under
     this Agreement.

     "ACQUISITION FACILITY" means the up to EUR 19,700,000 term loan facility
     made available under this Agreement as described in Clause 2 (The
     Facilities).

     "ACQUISITION FIXED RATE" means, in respect of an Acquisition Loan the fixed
     rate notified by the Facility Agent to the Borrower pursuant to the Fixed
     Rate Notice from the date of this Agreement until (and including) the
     Ultimate Final Repayment Date which rate shall be determined based on the
     seven (7) year Euroswap excluding the Margin.

     "ACQUISITION FIXED RATE NOTICE" means the letter dated on or about the date
     of this Agreement in substantially the form as set out in Schedule 9 (Form
     of Fixed Rate Notice) sent by the Facility Agent to the Borrower and
     acknowledged by the Borrower in writing and by which the Facility Agent
     notifies the Borrower of the fixed interest rate applicable to the
     Acquisition Loan.

     "ACQUISITION LOAN" means a loan made or to be made under the Acquisition
     Facility or the principal amount outstanding for the time being of that
     Loan.

     "ACQUISITION PROCEEDS" means the proceeds of a claim of the Borrower
     against any of the Sellers or any of its Affiliates (or any employee,
     office or adviser) in relation to the Sale and Purchase Agreement, other
     than where the Facility Agent is satisfied (acting in its reasonable
     discretion) that the proceeds of that claim will be applied within six (6)
     months of receipt in meeting or rectifying the liability, loss or defect in
     respect of which they are recovered (including, without limitation,
     reinstating, replacing or repairing the Properties).

     "ADDITIONAL COST RATE" has the meaning given to it in Schedule 4 (Mandatory
     Cost Formula).

     "AFFILIATE" means, in relation to any person, a Subsidiary of that person
     or a Holding Company of that person or any other Subsidiary of that Holding
     Company.

<PAGE>

                                                                               3


     "ALL-IN-ACQUISITION COSTS" means the aggregate amount of the purchase price
     due and payable under the Sale and Purchase Agreement plus the expected
     costs and expenses arising under and in connection with the purchase of the
     Properties which in aggregate is expected to approximately EUR 38,600,000
     exclusive of VAT on Transaction Costs.

     "ANNUAL MANAGEMENT REPORT" means an annual management report containing a
     current rent roll and a confirmation of whether, in the opinion of the
     Borrower, any Material Adverse Effect then exists, all substantially in the
     form set out in Schedule 6 (Annual Management Report).

     "AUTHORISATION" means an authorisation, consent, approval, resolution,
     licence, exemption, filing, notarisation or registration.

     "AVAILABLE COMMITMENT" means a Lender's Commitment minus

     (a)  the amount of its participation in any outstanding Loans; and

     (b)  in relation to any proposed Utilisation, the amount of its
          participation in any Loans that are due to be made on or before the
          proposed Utilisation Date (other than the proposed Utilisation).

     "BREAK COSTS" means the amount (if any) by which:

     (a)  the interest (including Mandatory Costs (if any) and the aggregate
          amount of Margin in respect of the Acquisition Facility and the Capex
          Facility) until the next Interest Payment Date immediately following
          the date of receipt of such repayment which a Lender should have
          received for the period from the date of receipt of all or any part of
          its participation in the Loan or Unpaid Sum to the next Interest
          Payment Date immediately following the date of receipt of such
          repayment in respect of the Loans or Unpaid Sum, had the principal
          amount or Unpaid Sum received been paid on such immediately following
          Interest Payment Date

     exceeds:

     (b)  the amount which that Lender would be able to obtain by placing an
          amount equal to the principal amount or Unpaid Sum received by it on
          deposit with a leading bank in the European Interbank Market for a
          period starting on the Business Day following receipt or recovery and
          ending on the next Interest Payment Date immediately following the
          date of receipt of such amount.

     "BUSINESS DAY" means a day (other than a Saturday or Sunday) on which banks
     are open for general business in Frankfurt am Main, Germany, and Paris,
     France.

     "BUSINESS PLAN" means the business plan for the ownership, financing,
     letting, management, refurbishment and sale of the Properties (including
     annual budgets) prepared by the

<PAGE>

                                                                               4


     Borrower dated 29 May 2008 satisfactory to and approved in writing by the
     Facility Agent and initialled for identification purposes by the Facility
     Agent and the Borrower.

     "CAPEX COMMITMENT" means

     (a)  in relation to an Original Lender, the amount set opposite its name
          under the heading "Capex Commitment" in Schedule 1 (Original Lender)
          and the amount of any other Capex Commitment transferred to it under
          this Agreement; and

     (b)  in relation to any other Lender, the amount of any Capex Commitment
          transferred to it under this Agreement,

     to the extent not cancelled, increased, reduced or transferred by it in
     accordance with this Agreement.

     "CAPEX COSTS" means the expenditure of capital nature incurred or to be
     incurred (as the context requires) by the Borrower in respect of the Nagold
     Property as set out and defined in the Wagon Automotive Nagold Lease
     Agreement related to the Nagold Property in an amount of up to EUR
     7,000,000.

     "CAPEX DOCUMENT" means each or any document or agreement made between the
     Borrower and any other person in relation to Works together with any other
     document designated as such by the Facility Agent under this Agreement.

     "CAPEX FACILITY" means the up to EUR 3,500,000 term loan facility made
     available under this Agreement as described in Clause 2 (The Facilities).

     "CAPEX FACILITY AVAILABILITY PERIOD" means the period starting from the
     opening of business in Frankfurt am Main, Germany, on the Signing Date
     until the earlier of (i) the close of business in Frankfurt am Main,
     Germany, on 30 June 2011 and (ii) the Works Completion Date.

     "CAPEX FIXED RATE" means, in respect of a Capex Loan, the fixed rate
     notified by the Facility Agent to the Borrower pursuant to the Fixed Rate
     Notice from the earlier of (i) the close of business in Frankfurt am Main,
     Germany, on 30 June 2011 and (ii) the Works Completion Date, until the
     Ultimate Final Repayment Date, in each case excluding the Margin.

     "CAPEX FIXED RATE NOTICE" means the letter in substantially the form as set
     out in Schedule 9 (Form of Fixed Rate Notice) sent by the Facility Agent to
     the Borrower and acknowledged by the Borrower in writing and by which the
     Facility Agent notifies the Borrower of the fixed interest rate applicable
     to the Capex Loan.

<PAGE>

                                                                               5


     "CAPEX INITIAL INTEREST PAYMENT DATE" means the earliest of 30 March, 30
     June, 30 September and 30 December immediately following date of the first
     Utilisation under the Capex Facility.

     "CAPEX LOAN" means a loan made or to be made under the Capex Facility or
     the principal amount outstanding for the time being of that Loan.

     "COMMITMENT" means an Acquisition Commitment or a Capex Commitment.

     "CONSTRUCTION CLAIM" means any claim, proceeding or investigation by any
     person in respect of any Construction Law.

     "CONSTRUCTION LAW" means any applicable law, which relates to the
     construction of real estate.

     "CONSTRUCTION PERMIT" means any Authorisation and the filing of any
     notification, report or assessment required under any Construction Law for
     the operation of the business of the Borrower conducted on or from the
     Properties.

     "CONTACT DETAIL LETTER" means the letter from the Facility Agent, dated on
     or about the date of this Agreement, addressed to and acknowledged by the
     Borrower setting out the details of the addresses of each party to a
     Finance Document.

     "CONTROL ACCOUNT" means the Proceeds Account and any account designated as
     a Control Account as agreed between the Facility Agent and the Borrower.

     "DEFAULT" means an Event of Default or a Potential Event of Default.

     "DELEGATE" means any delegate, agent, attorney or co-Security Agent
     appointed by the Security Agent.

     "DISPOSAL" means the disposal of

     (a)  a Borrower's interest in the whole or part of any Property; or

     (b)  the disposal of any shares in the Borrower.

     "DISPOSAL COSTS" means in relation to a Disposal, any direct third party
     costs and expenses (including any amount which represents applicable VAT
     and stamp duty land tax and/or stamp duty payable) reasonably and properly
     incurred by the Borrower or a Shareholder in connection with that Disposal
     approved in writing by the Facility Agent.

     "DISPOSAL PROCEEDS" means all sums paid or payable or any other
     consideration given or to be given in money or money's worth for the
     disposal of the Borrower's interest in all or part of the Properties or any
     of the Shareholders' disposal of its Shares held in the Borrower including
     (without limitation or double counting):

<PAGE>

                                                                               6


     (a)  all such sums and other consideration;

     (b)  all compensation and damages received for any use or disturbance
          (enteignungsgleicher Eingriff) or compulsory purchase;

     (c)  the cash value of any apportionment of any Rental Income or other sum
          given or made to any purchaser or other person upon such a disposal;

     (d)  the sum of any deposit paid upon exchange of contracts;

     (e)  in the case of disposal of Shares in the Borrower an amount equal to
          any indebtedness owed by any Shareholder or its Subsidiaries required
          to be repaid in connection with or as a direct or indirect result of
          such disposal; and

     (f)  any amount in respect of or which represents VAT chargeable in respect
          of any sum referred to in paragraphs (a) to (e) above.

     "DUE DILIGENCE REPORTS" means the due diligence reports of Ernst & Young,
     Paul Hastings LLP, Environ, Knight Frank and Colliers in relation to the
     Properties prepared on behalf of the Borrower.

     "EARLY MATURITY" means that an Early Maturity Event has occurred and an
     Early Maturity Notice has been sent by the Lender to the Borrower.

     "EARLY MATURITY EVENT" means any event or circumstance specified as such in
     Clause 8.3 (Early Maturity Event) after the giving of notice and/or the
     making of any determination under the Finance Documents.

     "EARLY MATURITY NOTICE" means a notice which the Facility Agent is entitled
     to send to the Borrower after occurrence of an Early Maturity Event
     according to Clause 8.3 (Early Maturity Event).

     "EARLY REPAYMENT DATE" means the 28 June 2013.

     "EBITDA" means ebitda as defined in clause 14.10 of the Lease Agreements
     and as published in the audited annual report of Wagon PLC.

     "EBITDA MARGIN" means the ratio of EBITDA on revenue or net sales as
     defined and published in the audited annual report of Wagon PLC.

     "ENGLISH SECURITY ASSIGNMENT AGREEMENT" means the assignment of any rights
     and claims arising out of and in connection with the Rental Guarantees
     entered into between the Borrower and the Security Agent.

     "ENVIRONMENTAL CLAIM" means any claim, proceeding or investigation by any
     person in respect of any Environmental Law.

<PAGE>

                                                                               7


     "ENVIRONMENTAL LAW" means any applicable law in any jurisdiction which
     relates to the pollution or protection of the environment or harm to or the
     protection of human health or the health of animals or plants.

     "ENVIRONMENTAL PERMIT" means any Authorisation and the filing of any
     notification, report or assessment required under any Environmental Law for
     the operation of the business of the Borrower conducted on or from the
     Properties owned or used by the Borrower.

     "ENVIRONMENTAL REPORTS" means a 8 May 2008 Phase I Environmental Review of
     the Wagon Automotive Nagold GmbH facility located at Lise-Meitner-Strasse
     10, Nagold, Germany prepared by ENVIRON, a January 2008 Phase I
     Environmental Site Assessment Review of the Wagon Automotive GmbH site
     located at Fabrikstrasse 6, 63857 Waldaschaff, Germany prepared by ENVIRON
     and a May 2008 Draft Phase II Soil, Soil Gas and Groundwater Investigation
     Report prepared by ENVIRON.

     "EURIBOR" means, in relation to a Loan or Unpaid Sum on which interest for
     a given period is to accrue:

     (a)  the applicable Screen Rate; or

     (b)  if no Screen Rate is available for the Interest Period of a Loan or
          Unpaid Sum) the arithmetic mean of the rates (rounded upwards to four
          (4) decimal places) as supplied to the Facility Agent at its request
          quoted by the Reference Banks to leading banks in the European
          Interbank Market;

     as of the Specified Time on the Quotation Date for the offering of deposits
     in euro for a period comparable to the Interest Period of that Loan or
     Unpaid Sum.

     "EVENT OF DEFAULT" means any event or circumstance specified as such in
     Clause 25 (Events of Default) after the expiry of applicable grace periods,
     and/or the giving of notice.

     "EXISTING FUNDS" means Corporate Property Associates 14 Incorporated,
     Corporate Property Associates 15 Incorporated, Corporate Property
     Associates 16 - Global Incorporated and Corporate Property Associates 17 -
     Global Incorporated.

     "EXTENSION FEE" means the amount of EUR 100,000 to be paid ten (10)
     Business Days prior to the 30 March 2013.

     "FACILITY" means the Acquisition Facility or the Capex Facility.

     "FACILITY OFFICE" means the office or offices notified by a Lender to the
     Facility Agent in writing on or before the date it becomes a Lender (or,
     following that date, by not less than five (5) Business Days' written
     notice) as the office or offices through which it shall perform its
     obligations under this Agreement.

<PAGE>

                                                                               8


     "FEE LETTER" means any letter or letters between the Arranger, the Facility
     Agent, the Security Agent and the Borrower setting out any of the fees
     referred to in Clause 12(Fees).

     "FINAL REPAYMENT DATE" means

     (a)  in case of Early Maturity, the Early Repayment Date; or

     (b)  the Ultimate Final Repayment Date.

     "FINANCE DOCUMENT" means each of:

     (a)  this Agreement;

     (b)  the Security Documents;

     (c)  the Mandate Letter;

     (d)  the Contact Detail Letter;

     (e)  each Transfer Certificate;

     (f)  each Fee Letter;

     (g)  each Utilisation Request; and

     (h)  any document designated as such by the Facility Agent and the
          Borrower.

     "FINANCE PARTY" means each of the Facility Agent, the Arranger, the
     Security Agent and the Lenders.

     "FINANCIAL INDEBTEDNESS" means any indebtedness for or in respect of:

     (a)  moneys borrowed;

     (b)  any amount raised by acceptance under any acceptance credit facility
          or dematerialised equivalent;

     (c)  any amount raised pursuant to any note purchase facility or the issue
          of bonds, notes debentures, loan stock or any similar instrument;

     (d)  the amount of any liability in respect of any lease or hire purchase
          contract which would, in accordance with generally accepted accounting
          principles applicable to the Borrower, be treated as a finance or
          capital lease;

     (e)  receivables sold or discounted (other than any receivables to the
          extent they are sold on a non-recourse basis);

<PAGE>

                                                                               9


     (f)  any amount raised under any other transaction (including any forward
          sale or purchase agreement) having the commercial effect of a
          borrowing;

     (g)  any derivative transaction entered into in connection with protection
          against or benefit from fluctuation in any rate or price (and, when
          calculating the value of any derivative transaction, only the marked
          to market value shall be taken into account);

     (h)  any counter-indemnity obligation in respect of a guarantee, indemnity,
          bond, standby or documentary letter of credit or any other instrument
          issued by a bank or financial institution; and

     (i)  the amount of any liability in respect of any guarantee or indemnity
          for any of the items referred to in paragraphs (a) to (h) above.

     "FIXED RATE BREAKAGE AMOUNT" means any cost incurred by or any amount
     received by a Lender in respect of any arrangements entered into by such
     Lender with any counterparty (which may be a separate or internal entity or
     division of the Lender) for the purpose of fixing or enabling a Lender to
     fix the rate of interest payable on a Loan occurring as a result of the
     Borrower paying any sum due under a Loan or any part of it (or any other
     Secured Obligations) on any date other than its scheduled date for payment.
     Such Fixed Rate Breakage Amount shall equal the sum of the termination
     value, determined as of such date of early repayment, of a
     floating-to-fixed rate swap agreement between a fixed rate payer and a
     floating rate payer, such swap agreement to have:

     (a)  a notional amount of the amount of Loan pre-paid,

     (b)  a start date being,

          (i)  in case of an Acquisition Loan, the Initial Utilisation Date and
               an end date being the Ultimate Final Repayment Date; and

          (ii) in case of a Capex Loan, the date on which the Capex Fixed Rate
               is determined and an end date being the Ultimate Final Repayment
               Date;

     (c)  a floating rate component equal to the three (3) month Euribor;

     (d)  a fixed rate component equal to the applicable Fixed Rate, and

     (e)  payment dates on the same dates as Interest Payment Dates.

     This value shall be determined by the Facility Agent in accordance with
     normal market practice.

     "FIXED RATE" means either the Acquisition Fixed Rate or the Capex Fixed
     Rate.

<PAGE>

                                                                              10


     "FULL OCCUPANCY" means that at least 90 % of the lettable space of the
     Properties are leased to the Tenants, any Affiliates of Wagon PLC or any
     tenants satisfactory to the Facility Agent.

     "GERMANY" means the Federal Republic of Germany.

     "GLOBAL ASSIGNMENT AGREEMENT" means the security assignment
     (Sicherungsabtretung) between the Borrower as assignor and the Security
     Agent as assignee of all of its present and future rights, including,
     without limitation, under or in connection with the Sale and Purchase
     Agreement, any future sale and purchase agreement, inter-company
     receivables, each Lease relating to the Properties, claims under or in
     connection with any Insurances (excluding third party liability insurances
     (Haftpflichtversicherungen)) and any report delivered to the Borrower under
     and in connection with the Properties.

     "HOLDING COMPANY" means, in relation to a company or corporation, any other
     company or corporation in respect of which it is a Subsidiary.

     "INITIAL INTEREST PAYMENT DATE" means the earliest of 30 March, 30 June, 30
     September and 30 December immediately following the Initial Utilisation
     Date under the Facilities.

     "INITIAL UTILISATION" means the first Utilisation under this Agreement
     which is to utilise the Acquisition Facility.

     "INITIAL UTILISATION DATE" means the date on which the initial Utilisation
     is made.

     "INITIAL VALUATION" means the full Market Valuation by Knight Frank dated 8
     May 2008 in respect of the Nagold Property and dated 15 April 2008 in
     respect of the Waldaschaff Property and addressed to the Finance Parties
     (or, if not addressed to the Finance Parties, including satisfactory
     reliance language for the benefit of the Finance Parties, or accompanied by
     a respective reliance letter) evidencing a valuation in respect of the
     Properties, confirming a Market Value of not less than EUR 34,560,000 and a
     vacant possession value of EUR 22,090,000.

     "INSURANCE POLICY" means any policy of insurance or assurance in which the
     Borrower may at any time have an interest entered into in accordance with
     Clause 23.6(Insurance).

     "INSURANCE PROCEEDS" means the proceeds of a claim of the Borrower (after
     deducting costs and expenses in relation thereto) under any Insurance
     Policy (other than loss of rent insurance) other than where the Facility
     Agent is satisfied (acting in its reasonable discretion) that the proceeds
     of that claim will be applied within six (6) months in accordance with the
     Lease Agreements of receipt in replacement, restoration or reinstatement of
     the Properties.

     "INTEREST PAYMENT DATE" means:

<PAGE>

                                                                              11


     (a)  in relation to any Loan, the Initial Interest Payment Date and
          thereafter the earliest applicable of 30 March, 30 June, 30 September
          and 30 December in each year (or, if not a Business Day, the next
          Business Day in the same month (if there is one) or the immediately
          preceding Business Day (if there is not)); and

     (b)  in relation to any Unpaid Sum, the last day of an Interest Period
          relevant to that Unpaid Sum.

     "INTEREST PERIOD" means in relation to a Loan, each period determined in
     accordance with Clause 10 (Interest Periods) and, in relation to an Unpaid
     Sum, each period determined in accordance with Clause 9.3 (Default
     Interest).

     "JUNIOR CREDITOR" means a person who is or becomes a junior creditor under
     (and as defined in) a Subordination Agreement.

     "LAND CHARGE" means in relation to the Properties,

     (a)  the aggregate certificated land charge (Gesamtbriefgrundschuld) plus
          an ancillary charge (Nebenleistung) of 10 per cent and interest of 16
          per cent. p.a. from the day of the grant of the consent for
          registration in the land register) dated on or about 3 June 2008,
          notarial deed of the notary Dr. Peter Schmitz, Koln, deed no.
          ___________/2008, granted by the Sellers for the benefit of the
          Security Agent for the full amount of the Facilities being EUR
          23.200,000; including

     (b)  the submission to immediate enforcement (Unterwerfung unter die
          sofortige Zwangsvollstreckung) pursuant to Sections 794 para. 1 no. 5,
          800 of the German Code of Civil Procedure (Zivilprozessordnung) in an
          amount equal to 100 per cent. of the relevant amount as defined in
          subparagraph (a) above; and

     (c)  also including an acknowledgement of an abstract debt (abstraktes
          Schuldversprechen) in the same amount and submission to immediate
          enforcement with respect to the whole of the Borrwer's assets
          (Unterwerfung unter die sofortige Zwangsvollstreckung in das gesamte
          Vermogen) by the Borrower.

     "LANDLORD" means the Borrower.

     "LEASE" means any present or future lease, underlease, sub-lease, licence,
     tenancy or right to occupy all or any part of the Properties and any
     agreement for the grant of any of the foregoing.

     "LEASE AGREEMENTS" means

     (a)  the Wagon Automotive Lease Agreement; and

     (b)  the Wagon Automotive Nagold Lease Agreement; and

<PAGE>

                                                                              12


     "LEASE AGREEMENT" means any of them.

     "LEASE OBLIGATIONS COVENANT" means a breach by any of the Tenants of any
     obligation under any Lease as set out in clause 15.1 of the respective
     Lease Agreement, after the expiration of the applicable notice and / or
     cure period provided under such clause 15.1 of the respective Lease
     Agreement excluding any amendments, waiver or other cure rights granted
     without the prior written consent of the Facility Agent.

     "LENDER" means:

     (a)  any Original Lender; and

     (b)  any person which has become a Party as a Lender in accordance with
          Clause 26 (Changes to Finance Parties).

     which, in each case, has not ceased to be a Party in accordance with the
     terms of this Agreement.

     "LOAN" means any loan made or to be made under any Facility or the
     principal amount outstanding for the time being of any loan.

     "LOAN TO VALUE RATIO" means the loan to value ratio determined in
     accordance with Clause 22.3 (Loan to value) and as set out in each
     certificate to be provided by the Borrower pursuant to Clause 19.2
     (Requirements as to financial statements).

     "MAJORITY LENDERS" means:

     (a)  if there is no Loan then outstanding, a Lender or Lenders whose
          Commitments aggregate more than 66 2/3% of the Total Commitments (or,
          if the Total Commitments have been reduced to zero, aggregated more
          than 66 2/3% of the Total Commitments immediately prior to the
          reduction); or

     (b)  at any other time, a Lender or Lenders whose participations in the
          Loan then outstanding aggregate more than 66 2/3% of the Loan then
          outstanding.

     "MANDATE LETTER" means the mandate letter attached to the term sheet dated
     29 April 2008, entered into between Societe Generale and the Borrower in
     respect of the terms applicable to the financing of the Properties.

     "MANDATORY COST" means the percentage rate per annum calculated by the
     Facility Agent in accordance with Schedule 4 (Mandatory Cost Formula).

     "MARGIN" means 160 b.p. per annum.

     "MARKET VALUATION" means any valuation in form and substance satisfactory
     to the Facility Agent, prepared by and issued by the Valuer in accordance
     with RICS principles and

<PAGE>

                                                                              13


     addressed to the Finance Parties (or, if not addressed to the Finance
     Parties, including satisfactory reliance language for the benefit of the
     Finance Parties, or accompanied by a respective reliance letter), valuing
     the Properties (for the avoidance of doubt, the valuation must be carried
     out on a discounted cash flow basis and net of any Transaction Costs and
     taxes) and includes a market value and vacant possession value. All Market
     Valuation shall be desktop valuations except for the Market Valuation which
     shall be engaged by the Borrower pursuant to Clause 23.5 (c) (Market
     Valuations) on 30 March 2013 and which is a full Market Valuation.

     "MARKET VALUE" means the market value (net of transaction taxes) of the
     Properties, as determined in a Market Valuation.

     "MATERIAL ADVERSE EFFECT" means any present or future event or
     circumstances which could, in the opinion of the Facility Agent (acting on
     behalf of the Majority Lenders) acting in accordance with the principles of
     a prudent merchant (Sorgfalt eines ordentlichen Kaufmanns):

     (a)  impair the ability of the Borrower (in respect of the Finance
          Documents) or any of the Shareholders (in respect of the Pledge
          Agreement and the Subordination Agreement) to perform and comply with
          its obligations under the Finance Documents;

     (b)  have a material adverse effect on the business, operations or
          financial condition of the Borrower or any of the Shareholders; or

     (c)  have a material adverse effect on the validity or enforceability of
          the Finance Documents or the rights or remedies of the Finance Parties
          under the Finance Documents.

     "MATERIAL LEASE DEFAULT" means an Event of Default under clauses 15.1.1,
     15.1.2, 15.1.3, 15.1.4, 15.1.5 or 15.1.7 of the Wagon Automotive Nagold
     Lease Agreement and clause 15.1 of the Wagon Automotive Lease Agreement.

     "MONTH" means a period starting on one (1) day in a calendar month and
     ending on the numerically corresponding day in the next calendar month,
     except that:

     (a)  (subject to paragraph (b) below) if the numerically corresponding day
          is not a Business Day, that period shall end on the next Business Day
          in that calendar month in which that period is to end if there is one,
          or if there is not, on the immediately preceding Business Day;

     (b)  if there is no numerically corresponding day in the calendar month in
          which that period is to end, that period shall end on the last
          Business Day in that calendar month; and

<PAGE>

                                                                              14


     (c)  if an Interest Period begins on the last Business Day of a calendar
          month, that Interest Period shall end on the last Business Day in the
          calendar month in which that Interest Period is to end.

     The above rules shall only apply to the last Month of any period.

     "NAGOLD PROPERTY" means the property registered in the land register of
     Nagold at the local court (Amtsgericht) of Stuttgart, as follows: folio
     (Blatt) 8802, plots (Flure) 2000/12, 2000/13, 2000/14, 2000/15, 2000/16,
     2000/17, 2000/18, 2006/6, 1811/27, 1811/28, 1811/12 and 2000/78.

     "NET DEBT" means net debt as defined in clause 14.10 of the Lease
     Agreements and as published in the audited annual report of Wagon PLC.

     "NET DISPOSAL PROCEEDS" means, upon the disposal of any interest in any of
     the Properties or all Shares in the Borrower, the Disposal Proceeds derived
     by the Borrower or any of the Shareholders, as the case may be, by such
     disposal after deducting any reasonable direct Transaction Costs and
     transaction expenses incurred by the Borrower or the respective
     Shareholder, as the case may be, (including any VAT thereon) in connection
     with such disposal.

     "NET RENTAL INCOME" means Rental Income in respect of the Properties after
     deducting (without double counting) all Service Charge Expenses and any sum
     representing any VAT chargeable in respect of Rental Income.

     "ORIGINAL FINANCIAL STATEMENTS" means

     (a)  in relation to the Borrower, its pro forma opening balance sheet
          (Eroffnungsbilanzen) showing the anticipated balance sheet of the
          Borrower as of the Initial Utilisation Date; and

     (b)  in relation to each Shareholder.

     "PARTICIPATING MEMBER STATE" means any member state of the European
     Communities that adopts or has adopted the euro as its lawful currency in
     accordance with legislation of the European Community relating to Economic
     and Monetary Union.

     "PARTY" means a party to this Agreement or to any other Finance Document.

     "PERMITTED DISPOSAL" has the meaning given to such term in Clause
     22.5(b)(ii) (Disposals).

     "PLANNING CLAIM" means any claim, proceeding or investigation by any person
     in respect of any Planning Law.

<PAGE>

                                                                              15


     "PLANNING LAW" means any applicable law in any jurisdiction which regulates
     or relates to planning, zoning, the authorisation of development or works
     or the use to which land or premises are put.

     "PLANNING PERMIT" means any Authorisation and the filing of any
     notification, report or assessment required under any Planning Law for the
     operation of the business of the Borrower conducted on or from the property
     owned or used by the Borrower.

     "PLEDGE AGREEMENT" means the first ranking pledge over the membership
     interests in the Borrower between the Shareholders as pledgors and the
     Security Agent, as original pledgee.

     "POTENTIAL EVENT OF DEFAULT" means any event or circumstance specified in
     Clause 25 (Events of Default) which would (with the expiry of a grace
     period, the giving of notice, the making of any determination under the
     Finance Documents or any combination of any of the foregoing) be an Event
     of Default.

     "PREPAYMENT FEE" means a fee due and payable in case of voluntary repayment
     or prepayment as set out in a Fee Letter.

     "PROCEEDS ACCOUNT" means the account maintained by the Borrower in
     accordance with Clause 21.1 (Designation of Control Account) and includes
     its interest in any replacement account or sub-division or sub-account of
     that account.

     "PROPERTIES" means the

     (a)  Nagold Property; or

     (b)  Waldaschaff Property.

     "QUOTATION DATE" means, in relation to any period for which an interest
     rate is to be determined, two (2) TARGET Days before the first day of that
     period unless market practice differs in the European Interbank Market in
     which case the Quotation Date shall be determined by the Facility Agent in
     accordance with market practice in the European Interbank Market (and if
     quotations would normally be given by leading banks in the European
     Interbank Market on more than one (1) day, the Quotation Date shall be the
     last of those days).

     "REFERENCE BANKS" means in relation to EURIBOR, Societe Generale or
     Deutsche Bank AG Frankfurt am Main, or such other banks as may be appointed
     by the Facility Agent in consultation with the Borrower.

     "RENTAL GUARANTEES" means

<PAGE>

                                                                              16


     (a)  the guarantee, dated on or about 3 June 2008, issued by Wagon PLC for
          the benefit of the Borrower in respect of the lease obligations of
          Wagon Automotive GmbH under the Wagon Automotive Lease Agreement; and

     (b)  the guarantee, dated on or about 3 June 2008, issued by Wagon PLC for
          the benefit of the Borrower in respect of the lease obligations of
          Wagon Automotive Nagold GmbH under the Wagon Automotive Nagold Lease
          Agreement; and

     "RENTAL GUARANTEE" means any of them.

     "RENTAL INCOME" means all sums paid or payable to or for the benefit of the
     Borrower arising from the letting, use or occupation of all or any part of
     the Properties, including, without limitation and without double counting:

     (a)  rents, licence fees and equivalent sums reserved or made payable;

     (b)  sums received from any deposit held as security for performance of any
          tenant's obligations (i.e., the proceeds of any security deposits to
          which the Borrower is entitled, but excluding any security deposits
          under any leases);

     (c)  proceeds of insurance in respect of loss of rent or interest on rent;

     (d)  proceeds resulting from or received in connection with any sub-lease
          of any of the Properties;

     (d)  receipts from or the value of consideration given for the grant,
          surrender or variation of any Lease;

     (e)  proceeds paid for a breach of covenant or dilapidations under any
          Lease and for expenses incurred in relation to any such breach;

     (f)  any payment from a guarantor or other surety in respect of any of the
          items listed in this definition, in particular in respect of any of
          the Rental Guarantees;

     (g)  interest, damages or compensation in respect of any of the items in
          the definition; and

     (h)  any amount which represents VAT chargeable in respect of any such sum
          and any VAT Recoveries.

     "REPAYMENT DATE" means each of the dates as specified in Clause 7.1
     (Repayment of Loans) including the Final Repayment Date or, as the case may
     be, the Ultimate Final Repayment Date (or, if any of the dates specified in
     Clause 7.1 (Repayment of Loans) is not a Business Day, the next Business
     Day in the same month (if there is one) or the immediately preceding
     Business Day (if there is not)).

<PAGE>

                                                                              17


     "REPEATED REPRESENTATIONS" means each of the Representations referred to in
     Clause 18.26 (Repetition).

     "REPORT ON TITLE" means the legal due diligence reports prepared by Reed
     Smith LLP in relation to the Properties dated on or about 3 June 2008.

     "RESERVATIONS" means the reservations set out in Schedule 9 (Reservations).

     "SALE AND PURCHASE AGREEMENT" means the agreement between Wagon Automotive
     GmbH, Wagon Automotive Nagold GmbH and the Borrower, dated on or about 3
     June 2008, notarial deed of the notary Dr. Peter Schmitz, Koln], deed no.
     608/2008.

     "SCREEN RATE" means the percentage rate per annum determined by the Banking
     Federation of the European Union for the relevant period, displayed on the
     appropriate page of the Reuters screen. If the agreed page is replaced or
     service ceases to be available, the Facility Agent may specify another page
     or service displaying the appropriate rate after consultation with the
     Borrower.

     "SECURED OBLIGATIONS" means all present and future obligations and
     liabilities (whether actual or contingent, whether owed jointly, severally
     or in any other capacity whatsoever and whether originally incurred by the
     Borrower, any of the Shareholders or by any Junior Creditor) of the
     Borrower and the Shareholders to the Finance Parties (or any of them) under
     or in connection with each of the Finance Documents (including, for
     clarification purposes, any claims arising from the insolvency
     administrator's discretion to perform obligations in agreements according
     to Section 103 German Insolvency Act (Insolvenzordnung) and the parallel
     obligations pursuant to Clause 6 (Parallel Debt) of this Agreement) as
     amended, increased, extended, varied, novated or changed in any other way
     in accordance with the Finance Documents. The Secured Obligations shall
     include any obligation based on unjust enrichment (ungerechtfertigte
     Bereicherung) or tort (Delikt).

     "SECURITISATION" means any securitisation or transaction of broadly
     equivalent economic effect relating to, or using as a reference, the whole
     or part of the Loans (whether alone or in conjunction with other loans)
     through the issue of notes on the capital markets.

     "SECURITY" means a mortgage, charge, pledge, lien, assignment, any transfer
     by way of security or other security interest securing any obligation of
     any person or any other agreement or arrangement having a similar effect.

     "SECURITY DOCUMENTS" means each of the:

     (a)  Land Charge;

     (b)  Security Purpose Agreement;

     (c)  Global Assignment Agreement;

<PAGE>

                                                                              18


     (d)  English Security Assignment Agreement;

     (e)  Account Pledge Agreement;

     (f)  Pledge Agreement;

     (g)  Subordination Agreement; and

     (h)  any document designated as such in writing by the Facility Agent and
          the Borrower.

     "SECURITY PURPOSE AGREEMENT" means the security purpose declaration
     (Sicherungszweckerklarung) of the Borrower made in relation to the Land
     Charge.

     "SELLERS" means

     (a)  Wagon Automotive GmbH; and

     (b)  Wagon Automotive Nagold GmbH; and

     "SELLER" means any of them.

     "SERVICE CHARGE EXPENSES" (umlagefahige Betriebskosten) means any expense
     or liability incurred by a tenant under a Lease by way of direct payments
     to the Landlord by a tenant for insurance premium, the cost of insurance
     valuation, any service or administration charge or any other operating
     expenses (Betriebskosten) (including the expenses defined in section 2 of
     the German Regulation on the Specification of Operating Expenses
     (Verordnung uber die Aufstellung von Betriebskosten)) and any amendment to
     or replacement thereof including VAT payable on such amounts.

     "SERVICER" means Societe Generale (and/or any of its wholly owned
     subsidiaries) or any well reputed servicing institution to whom Societe
     Generale could transfer the servicing of the Facility.

     "SHARE" means any stock, share debenture, membership interest or other
     security.

     "SHAREHOLDERS" means

     (a)  WGN 15 Member (GER) QRS 15-99 Inc., incorporated under the laws of
          Delaware, U.S.A., c/o Corporation Service Company, 2711 Centerville
          Road, Suit 400, Wilmington, Delaware 19808 and its principal office at
          c/o W.P. Carey & Co. LLC, 50 Rockefeller Plaza, 2nd Floor, New York,
          New York 10020, U.S.A.; and

     (b)  Conduit B.V., incorporated under the laws of the Netherlands, having
          its registered office at c/o Claude Debussylaan 24, 1082 MD Amsterdam,
          The Netherlands, registered with the Trade Register of the Dutch
          Chamber of Commerce for

<PAGE>

                                                                              19


          Amsterdam under the number 34282733 and having a share capital of EUR
          90,000,000.

     "SIGNING DATE" means the date of the signing of this Agreement by all
     parties to it.

     "SPECIFIED TIME means a time determined in accordance with Schedule 5
     (Timetable).

     "SUBORDINATION AGREEMENT" means any subordination agreement entered or to
     be entered into between, the Borrower as debtor, the Shareholders as
     original junior creditors (if applicable), others (if any) as Junior
     Creditor and the Security Agent.

     "SUBSIDIARY" means a subsidiary within the meaning of sections 15 of the
     German Stock Corporation Act (Aktiengesetz).

     "TARGET" means Trans-European Automated Realtime Gross Settlement Express
     Transfer payment system.

     "TARGET DAY" means any day on which TARGET is open for the settlement of
     payments in euro.

     "TAX" means any present and future tax, levy, impost, duty or other charge
     or withholding of a similar nature (including any penalty or interest
     payable in connection with any failure to pay or any delay in paying any of
     the same).

     "TAX AUTHORITY" means any government, state or municipality or any local,
     state, federal or other authority, body or official anywhere in the world
     exercising a fiscal, revenue, customs or excise function.

     "TENANT COVENANT" means the undertaking of the Borrower pursuant to Clause
     20 (Tenant Covenant).

     "TENANTS" means

     (a)  Wagon Automotive GmbH; and

     (b)  Wagon Automotive Nagold GmbH; and

     "TENANT" means any of them.

     "TOTAL COMMITMENTS" means the aggregate of the Commitments being EUR
     23,200,000 at the Signing Date.

     "TRANSACTION COSTS" means any costs of the Borrower directly incurred in
     connection with the acquisition of the Properties, including legal fees,
     notarial costs and registration fees, not to exceed an aggregate amount of
     approximately EUR 4,000,000.

<PAGE>

                                                                              20


     "TRANSACTION DOCUMENT" means each of

     (a)  the Finance Documents;

     (b)  each Lease Agreement;

     (c)  each Rental Guarantee;

     (d)  each Sale and Purchase Agreement;

     (e)  the partnership agreement of the Borrower; and

     (f)  any other document designated as such by the facility Agent and the
          Borrower.

     "TRANSACTION SECURITY" means the Security created or expressed to be
     created in favour of the Security Agent or the Finance Parties pursuant to
     the Security Documents.

     "TRANSFER CERTIFICATE" means a certificate substantially in the form set
     out in Schedule 7 (Form of Transfer Certificate) or any other form
     satisfactory to the Facility Agent.

     "TRANSFER DATE" means, in relation to a transfer, the later of:

     (a)  the proposed Transfer date specified in a Transfer Certificate; and

     (b)  the date on which the Facility Agent executes the Transfer
          Certificate.

     "ULTIMATE FINAL REPAYMENT DATE" means the date of the seventh anniversary
     of the Initial Utilisation Date.

     "UNPAID SUM" means any sum due and payable but unpaid by the Borrower or
     any Shareholder under the Finance Documents.

     "UTILISATION" means an utilisation of a Facility.

     "UTILISATION DATE" means the date of the Utilisation, being the date on
     which the relevant Loan is to be made.

     "UTILISATION REQUEST" means a notice substantially in the form set out in
     Schedule 3 (Utilisation Request).

     "VALUER" means Knight Frank or any other reputable independent firm of
     chartered surveyors of international standing appointed by the Facility
     Agent or by the Borrower with the consent of the Facility Agent (such
     consent not to be unreasonably withheld or delayed) to make a Market
     Valuation.
<PAGE>

                                                                              21


     "VAT" means value added tax as provided for in the German Value Added Tax
     Act (Umsatzsteuergesetz), or any tax of a similar nature whether charged in
     Germany or elsewhere.

     "VAT RECOVERIES" means all sums (including, for the avoidance of doubt, any
     sums or part of sums which represents interest, repayment, supplement or
     compensation ) received from the relevant Tax Authority by or on behalf of
     the Borrower in respect of VAT incurred or deemed to be incurred by the
     Borrower in connection with the Properties.

     "WAGON AUTOMOTIVE GMBH" means the limited liability company (Gesellschaft
     mit beschrankter Haftung), incorporated in and validly existing under the
     laws of the Germany, having its registered office at Fabrikstrasse 6, 63857
     Waldaschaff, Germany, registered in the register Aschaffenburg under number
     HRB 7374.

     "WAGON AUTOMOTIVE LEASE AGREEMENT" means the lease agreement in respect of
     the Properties, dated on or about 3 June 2008, entered into between Wagon
     Automotive GmbH and the Borrower.

     "WAGON AUTOMOTIVE NAGOLD GMBH" means the limited liability company
     (Gesellschaft mit beschrankter Haftung), incorporated in and validly
     existing under the laws of the Germany, having its registered office at
     Lise-Meitner-Strasse 10, 72202 Nagold, Germany, registered in the register
     Stuttgart under number HRB 34010.

     "WAGON AUTOMOTIVE NAGOLD LEASE AGREEMENT" means the lease agreement in
     respect of the Properties, dated on or about 3 June 2008, entered into
     between Wagon Automotive Nagold GmbH and the Borrower.

     "WAGON PLC" means Wagon plc, a public limited liability company
     incorporated under the laws of England, having its registered office at
     3500 Parkside, Birmingham Business Park, Birmingham B37 7YG, United
     Kingdom, registered under the number 150042.

     "WALDASCHAFF PROPERTY" means the property registered in the land register
     of Waldaschaff at the local court (Amtsgericht) of Aschaffenburg, as
     follows: folio (Blatt) 7957, plots (Flure) 2026, 2067, 2068, 2069, 2070,
     2071, 2072, 2073, 2074, 2075, 2076, 2077, 2078, 2079, 2080, 2093, 2100,
     2101, 2102, 2103, 2104, 2105, 2106, 2107, 2107, 15, 1700/55, 6392 and
     2087/1.

     "WORKS" means all or any works carried out or to be carried out by the
     Borrower or Wagon PLC in relation to Capex Costs in accordance with any of
     the Wagon Automotive Nagold Lease Agreement until the Works Completion
     Date.

     "WORKS COMPLETION DATE" means the Interest Payment Date immediately
     following the date on which the Facility Agent receives a notice sent by
     the Borrower pursuant to Clause 8.4 (Voluntary Cancellation) by which the
     Borrower informs the Facility Agent that

<PAGE>

                                                                              22


     it cancels any or all of the Capex Commitment and on which the Capex Fixed
     Rate is determined.

     "W.P. CAREY GROUP" means

     (a)  W.P. Carey & Co. LLC; or

     (b)  the Existing Funds; or

     (c)  any real estate investment fund comparable to the Existing Funds and
          advised in a similar manner by W.P. Carey & Co. LLC or any of its
          Subsidiaries; or

     (d)  any entity which is collectively 100 per cent. directly or indirectly
          owned by one or more of W.P Carey & Co. LLC, the Existing Funds and /
          or any real estate investment fund described in lit. (c) above.

1.2  CONSTRUCTION

     (a)  Unless a contrary indication appears, any reference in a Finance
          Document to:

          (i)  "ASSETS" includes present and future properties, revenues and
               rights of every description;

          (ii) a "DISPOSAL" includes any transfer, assignment, sale, lease
               (except for Leases), assignment, sale, participation
               (Unterbeteiligung / Stille Beteiligung) or other transfer of
               economic ownership (wirtschaftliches Eigentum), compulsory
               acquisition, compulsory sale or other disposal, or the grant or
               creation of any interest derived out, of any asset;

          (iii) a "FINANCE DOCUMENT" or any other agreement or instrument is a
               reference to that Finance Document or other agreement or
               instrument as amended or novated, supplemented, extended,
               replaced or restated;

          (iv) any "PARTY" shall be construed so as to include its successors in
               title, permitted assigns and permitted transferees and, in case
               of the Security Agent, any person for the time being appointed as
               Security Agent in accordance with this Agreement;

          (v)  "INDEBTEDNESS" includes any obligation (whether incurred as
               principal or as surety) for the payment or repayment of money,
               whether present or future, actual or contingent;

          (vi) "LAND REGISTRY" means in respect of any property, the official
               competent German land registry (Grundbuchamt) for the
               registration of rights and encumbrances in the relevant land
               register (Grundbuch) or any other official

<PAGE>

                                                                              23


               registry in a jurisdiction other than Germany exercising a
               similar registration function in respect of that real property;

          (vii) a "PERSON" includes any person, firm, company, corporation,
               government, state or agency of a state or any association, trust,
               partnership, consortium, joint venture or any other
               unincorporated association or body or other entity (whether or
               not having separate legal personality) or two or more of the
               foregoing;

          (viii) a "REGULATION" includes any regulation, rule, treaty, official
               directive, request or guideline (whether or not having the force
               of law) of any governmental, intergovernmental or supranational
               body, agency, department or regulatory, self-regulatory or other
               authority or organisation;

          (ix) a provision of law is a reference to that provision as amended or
               re-enacted; and

          (x)  a time of day is a reference to Frankfurt am Main, Germany, time.

     (b)  Section, Clause and Schedule headings are for ease of reference only.

     (c)  Unless a contrary indication appears, a term used in any other Finance
          Document or in any notice given under or in connection with any
          Finance Document has the same meaning in that Finance Document or
          notice as in this Agreement.

     (d)  A Default (other than an Event of Default) is "CONTINUING" if it has
          not been remedied or waived and an Event of Default is "CONTINUING" if
          it has not been waived.

1.3  CURRENCY SYMBOLS AND DEFINITIONS

     "EUR", "E" and "EURO" means the single currency unit of the
     Participating Member States.

1.4  LANGUAGE

     This Agreement is made in the English language. For the avoidance of doubt,
     the English language version of this Agreement shall prevail over any
     translation of this Agreement. However, where a German translation of a
     word or phrase appears in the text of this Agreement, the German
     translation of such word or phrase shall prevail.

1.5  DETERMINATION OF DEFAULT

     (a)  The Facility Agent shall make a determination as to whether or not a
          Default is continuing for the purposes of any Finance Document as soon
          as reasonably practicable after being requested by the Borrower to
          make such a determination.

<PAGE>

                                                                              24

     (b)  In determining whether a Default is continuing, the Facility Agent may
          request and rely on a certificate issued by the Borrower as
          determinative, in the absence of express knowledge to the contrary, of
          the absence of any Default.

2.   THE FACILITIES

2.1  THE FACILITIES

     Subject to the terms of this Agreement the Lenders agree to make available
     to the Borrower

     (a)  a euro term loan facility in an aggregate amount equal to the
          Acquisition Commitment; and

     (b)  a euro term loan facility in an aggregate amount equal to the Capex
          Commitment.

2.2  FINANCE PARTIES' RIGHTS AND OBLIGATIONS

     (a)  The obligations of each Finance Party under the Finance Documents are
          several (keine Gesamtschuld). Failure by a Finance Party to perform
          its obligations under the Finance Documents does not affect the
          obligations of any other Party under the Finance Documents. No Finance
          Party is responsible for the obligations of any other Finance Party
          under the Finance Documents.

     (b)  The rights of each Finance Party under or in connection with the
          Finance Documents are separate and independent (keine
          Gesamtglaubigerschaft) rights and any debt arising under the Finance
          Documents to a Finance Party from the Borrower shall be a separate and
          independent debt.

     (c)  A Finance Party may not, except as otherwise stated in the Finance
          Documents, separately enforce its rights under the Finance Documents.

3.   PURPOSE

3.1  PURPOSE

     The Borrower shall apply all amounts borrowed by it under

     (a)  the Acquisition Facility in or towards

          (i)  the partial payment of the aggregate purchase price in relation
               to the Properties due and payable under the Sale and Purchase
               Agreement; and /or

          (ii) the payment of fees and other costs payable pursuant to the
               Finance Documents;

          and

<PAGE>

                                                                              25


     (b)  the Capex Facility in or towards the financing of 51 per cent. of the
          Capex Costs.

     and not otherwise.

3.2  MONITORING

     No Finance Party is bound to monitor or verify the application of any
     amount borrowed pursuant to this Agreement.

4.   CONDITIONS OF UTILISATION

4.1  CONDITIONS PRECEDENT

     The obligations of each Finance Party to the Borrower under the Finance
     Documents, are subject (aufschiebend bedingt) to the Facility Agent having
     received all of the applicable documents and other evidence listed

     (a)  in relation to the Initial Utilisation related to a Loan under the
          Acquistion Facility and the Capex Facility in Part I and Part II of
          Schedule 2 (Conditions precedent); and

     (b)  in relation to any subsequent Utilisation related to a Loan under the
          Acquisition Facility and the Capex Facility, in Part II and Part III
          of Schedule 2 (Conditions precedent);

     in each case in form and substance satisfactory to the Facility Agent
     unless waived by the Facility Agent on such terms as the Lenders consider
     fit. The Facility Agent shall notify the Borrower and the Lenders upon
     being so satisfied.

4.2  FURTHER CONDITIONS PRECEDENT

     The Lenders shall only be obliged to comply with Clause 5.5 (Lenders'
     participation) if on the date of each Utilisation Request and on each
     Utilisation Date:

     (a)  no Default is continuing or would result from the proposed Loan with
          respect to the Acquisition Facility and no Material Lease Default is
          continuing or would result from the proposed or existing Loan with
          respect to the Capex Facility;

     (b)  the Facility Agent has been satisfied pursuant to Clause 4.1
          (Conditions precedent); and

     (c)  the Repeated Representations to be made by the Borrower are true in
          all material respects.

<PAGE>

                                                                              26


4.3  MAXIMUM NUMBER OF UTILISATIONS

     (a)  Not more than one (1) Utilisation may be made by the Borrower under
          the Acquisition Facility.

     (b)  Not more than fourteen (14) Utilisations may be made by the Borrower
          under the Capex Facility.

5.   UTILISATION

5.1  DELIVERY OF A UTILISATION REQUEST

     The Borrower may utilise each of the Facilities by delivery to the Facility
     Agent of a duly completed Utilisation Request not later than the Specified
     Time.

5.2  COMPLETION OF A UTILISATION REQUEST UNDER THE ACQUISITION FACILITY

     The Utilisation Request under the Acquisition Facility is irrevocable and
     shall not be regarded as having been duly completed unless:

     (a)  the proposed Utilisation Date is a Business Day within the Acquisition
          Facility Availability Period; and

     (b)  the currency and amount of the Utilisation comply with Clause 5.4
          (Currency and amount).

5.3  COMPLETION OF A UTILISATION REQUEST UNDER THE CAPEX FACILITY

     Each Utilisation Request under the Capex Facility is irrevocable and shall
     not be regarded as having been duly completed unless:

     (a)  the proposed Utilisation Date is a Business Day within the Capex
          Facility Availability Period and is the last Business Day of that
          respective calendar month;

     (b)  the Initial Utilisation under the Acquisition Facility has been made;

     (c)  the currency and amount of the Utilisation comply with Clause 5.4
          (Currency and amount);

     (d)  no other Utilisation Request has been made and/or submitted in the
          current calendar month; and

     (e)  it specifies the Works to be undertaken; and

     (f)  it specifies or provides an estimate of, in each case to the
          reasonable satisfaction of the Facility Agent the amount of the costs
          to be paid (excluding VAT).

<PAGE>

                                                                              27


     The Borrower may not deliver a Utilisation Request if as a result of the
     proposed Utilisation the aggregate Capex Loans outstanding would exceed EUR
     3,500,000.

5.4  CURRENCY AND AMOUNT

     (a)  The currency specified in each Utilisation Request must be euro.

     (b)  The amount of the proposed Loan under the Acquisition Facility must be
          an amount which is not more than the lowest of:

          (i)  EUR 19,700,000;

          (ii) 57 per cent of the Market Value placed on the Borrower's
               interests in the Properties by the Initial Valuation; and

          (iii) 51 per cent of the aggregate All-In-Acquisition Costs incurred
               and payable by the Borrower in relation to the Properties by the
               date of the proposed Utilisation.

     (c)  The amount of the aggregated Capex Loan must be of an amount which is
          not more than EUR 3,500,000.

     (d)  Each Utilisation Request under the Capex Facility must be of an amount
          which is not more than 51 per cent of the applicable Capex Costs and
          which is a minimum amount of EUR 250,000.

5.5  LENDERS' PARTICIPATION

     (a)  If the conditions set out in this Agreement have been met, each Lender
          shall make its participation in each Loan available by the Utilisation
          Date through its Facility Office.

     (b)  The amount of each Lender's participation in each Loan shall be equal
          to the proportion borne by its Available Commitment to the Total
          Commitments immediately prior to making the Loan.

     (c)  The Facility Agent shall notify each Lender of amount of each Loan and
          the amount of its participation in that Loan by the Specified Time.

     (d)  On or prior to 10.00 a.m. on the Utilisation Date, the Borrower shall
          unconditionally pay, or cause to be paid, in immediately available
          funds into an escrow account held by Reed Smith LLP with an
          account-holding bank in Munich, Germany, the aggregate amount in euro
          equal to the aggregate outstanding purchase price for the Properties
          under the Sale and Purchase Agreement together with any amount
          representing VAT chargeable in respect thereof which is payable in
          respect of the

<PAGE>

                                                                              28


          Properties in addition to the purchase price after taking into account
          the retentions specified in the Utilisation Request less the amount of
          the Acquisition Loan.

     (e)  On or prior to 10.00 a.m. on each Utilisation Date in relation to the
          Capex Facility, the Borrower shall unconditionally pay, or cause to be
          paid, in immediately available funds into an escrow account held by
          Reed Smith LLP with an account-holding bank in Munich, Germany the
          amount in euro required to, together with the proceeds from the Loan
          requested under the relevant Utilisation Request, cover the expenses
          required for the Works accomplished or to be accomplished under the
          Capex Plan as evidenced by invoices presented.

     (f)  On the Utilisation Date of a Capex Loan related to the Capex Facility,
          the proceeds of that Loan shall be paid into one or more accounts
          designated by the Borrower.

     (g)  On the Utilisation Date, the Facility Agent shall, subject to
          paragraphs (a), (b) and (c) above, pay the proceeds of the Loan
          related to the Acquisition Facility (less any retentions) directly to
          the Sellers or the notary as full and final payment of the outstanding
          purchase price for the Properties.

6.   PARALLEL DEBT

     (a)  Notwithstanding any other provision in any Finance Document to the
          contrary, the Borrower hereby undertakes, by way of an abstract
          acknowledgement of debt (abstraktes Schuldanerkenntnis) and as an
          independent payment obligation, to pay to the Security Agent, as
          creditor in its own right and not as representative of the other
          Finance Parties, sums equal to and in the currency of all its
          obligations to the Finance Parties under or in connection with the
          Finance Documents from time to time (the "PARALLEL DEBT") as and when
          any of such amount falls due for payment under the relevant Finance
          Document PROVIDED THAT this shall not, at any time, result in the
          Borrower incurring an aggregate obligation to the Finance Parties
          which is greater than its obligations (excluding the obligations under
          the Parallel Debt to the Finance Parties under the Finance Documents.

     (b)  The Security Agent shall have an independent right to demand payment
          of the Parallel Debt.

     (c)  Any amount due and payable by the Borrower to the Security Agent under
          the Parallel Debt shall be decreased to the extent that the Finance
          Parties have received (and are able to retain) a payment in full of
          the corresponding amount owed under the other provisions of the
          Finance Documents and any amount due and payable by the Borrower to
          the Finance Parties under those provisions shall be decreased to the
          extent that the Security Agent has received (and is able to retain)
          payment in full of the corresponding amount under the Parallel Debt.

<PAGE>

                                                                              29


     (d)  The rights of the Finance Parties to receive payment of amounts
          payable by the Borrower under the Finance Documents are several and
          are separate and independent from, and without prejudice to, the
          rights of the Security Agent to receive payment under the Parallel
          Debt.

     (e)  Notwithstanding the foregoing, any payment under the Finance Documents
          shall be made to the relevant Finance Party as set out in the
          respective Finance Document, unless expressly stated otherwise in that
          Finance Document (save for this Clause 6 (Parallel Debt)) or unless
          the relevant Finance Party directs such payment to be made to the
          Security Agent.

     (f)  Subject to paragraph (c) above, nothing in this Clause 6 (Parallel
          Debt) shall in any way negate, affect or increase the obligations of
          the Borrower to the Finance Parties under the Finance Documents in
          respect of the liabilities under this Agreement.

7.   REPAYMENT

7.1  REPAYMENT OF LOANS

     (a)  The Borrower shall repay the Loans made to it in instalments by
          repaying on each Repayment Date an amount which reduces the amount of
          all outstanding Loans under the Facilities on a pro rata basis by an
          amount equal to the relevant fraction of the amount being the
          aggregate sum of the Acquisition Loan as of the Signing Date and the
          Capex Loans as of the date on which the Capex Fixed Rate is determined
          as set out in the table below:

<TABLE>
<CAPTION>
REPAYMENT DATE      0.25 % OF THE FOLLOWING FRACTION
-----------------   --------------------------------
<S>                 <C>
30 September 2008                 2.85%
30 December 2008                  2.85%
30 March 2009                     2.85%
30 June 2009                      2.85%
30 September 2009                 3.00%
30 December 2009                  3.00%
30 March 2010                     3.00%
30 June 2010                      3.00%
30 September 2010                 3.14%
</TABLE>

<PAGE>

                                                                              30


<TABLE>
<S>                 <C>
30 December 2010                  3.14%
30 March 2011                     3.14%
30 June 2011                      3.14%
30 September 2011                 3.29%
30 December 2011                  3.29%
30 March 2012                     3.29%
30 June 2012                      3.29%
30 September 2012                 3.43%
30 December 2012                  3.43%
30 March 2013                     3.43%
30 June 2013                      3.43%
30 September 2013                 3.58%
30 December 2013                  3.58%
30 March 2014                     3.58%
30 June 2014                      3.58%
30 September 2014                 3.72%
30 December 2014                  3.72%
30 March 2015                     3.72%
30 June 2015                      3.72%
</TABLE>

     (b)  On the Ultimate Final Repayment Date and subject to Clause 8.3 (Early
          Maturity Event), the Borrower shall pay and discharge all Secured
          Obligations in full.

7.2  REBORROWING

     The Borrower may not reborrow any part of the Facilities which is repaid.


<PAGE>

                                                                              31


8.   PREPAYMENT AND CANCELLATION

8.1  ILLEGALITY

     If it is or becomes unlawful in any applicable jurisdiction for a Lender to
     perform any of its obligations as contemplated by this Agreement or to fund
     or maintain its participation in the Loan (unless such illegality is solely
     attributable to the wilful breach (Vorsatz) of such Lender):

     (a)  that Lender shall promptly notify the Facility Agent upon becoming
          aware of that event;

     (b)  upon the Facility Agent notifying the Borrower, the Commitment of that
          Lender shall be immediately cancelled; and

     (c)  the Borrower shall repay that Lender's participation in the Loan on
          the next Interest Payment Date for the Loan immediately occurring
          after the Facility Agent has notified the Borrower or, if earlier, the
          date specified by the Lender in the notice delivered to the Facility
          Agent (being no earlier than the last day of any applicable grace
          period permitted by law).

8.2  CHANGE OF CONTROL

     (a)  Subject to Clause 22.5 (Disposals), if the Shareholders cease to
          control the Borrower or the Borrower is not part of the W.P. Carey
          Group any longer or any person or group of persons acting in concert
          gains control of the Borrower:

          (i)  the Borrower shall, and the Borrower shall ensure that the
               Shareholder shall, promptly notify the Facility Agent upon
               becoming aware of that event;

          (ii) if the Majority Lenders so determine, no Lender shall be obliged
               to fund a Utilisation;

          (iii) if the Majority Lenders so require, the Facility Agent shall, by
               not less than five (5) Business Days' notice to the Borrower,
               cancel the Total Commitments and declare all outstanding Loans
               together with accrued interest, and all other amounts accrued
               under the Finance Documents immediately due and payable,
               whereupon the Facilities shall be cancelled and all such
               outstanding amounts shall become immediately due and payable.

     (b)  For the purpose of paragraph (a) above, "CONTROL" means:

          (i)  the power (whether by any ownership of shares, proxy, contract,
               agency or otherwise) to:

<PAGE>

                                                                              32


               (1)  cast, or control the casting of, more than one-half of the
                    maximum number of votes that might be cast at a general
                    meeting of the Borrower or

               (2)  appoint or remove all, or the majority, of the directors or
                    other equivalent officers of the Borrower; or

               (3)  give directions with respect to the operating and financial
                    policies of the Borrower with which the director or other
                    equivalent officers of the Borrower are obliged to comply;
                    or

          (ii) the holding (directly or indirectly) of less than one hundred
               (100) per cent. of the issued share capital or membership rights
               of or in the Borrower.

     (c)  For the purpose of paragraph (a) above, "ACTING IN CONCERT" means a
          group of persons who, pursuant to an agreement or understanding
          (whether formal or informal), actively co-operate, through the
          acquisition by any of them, either directly or indirectly, of shares
          in the Borrower, to obtain or consolidate control of the Borrower.

     (d)  Notwithstanding anything to the contrary in this Clause 8.2, a change
          of control shall, subject to the fulfilment of the "Know your
          customer" checks to the satisfaction of the Facility Agent, be
          permitted if control is transferred to another member of the W.P.
          Carey Group and Clauses 8.2. (a)(ii) and 8.2 (a) (iii) shall not apply
          to such a change of control.

8.3  EARLY MATURITY EVENT

     (a)  The Facility Agent (acting on behalf of the Lenders) will be entitled
          to declare the Early Maturity on the 30 March 2013 upon occurrence of
          any of the following Early Maturity Events:

          (i)  any breach of the Lease Obligations Covenant on any Interest
               Payment Date within the time period starting on (including) 30
               June 2012 and ending on (including) 30 March 2013;

          (ii) the Loan to Value Ratio exceeds 50 % based on the latest full
               Market Valuation;

          (iii) any Event of Default which has occurred between the (including)
               30 June 2012 and (including) 30 March 2013, or any Default which
               is continuing on 30 March 2013; or

          (iv) non-payment by the Borrower of the Extension Fee until the 30
               March 2013;

<PAGE>

                                                                              33


     (b)  The Borrower shall supply to the Facility Agent no later than ten (10)
          Business Days before the 30 March 2013 a certificate signed by a
          manager or an authorised signatory for and on behalf of the Borrower
          certifying that no Early Maturity Event has occurred during the
          preceding one (1) year and in the form of Schedule 8 (Financial
          Covenants Compliance Certificate) computations establishing (if that
          is the case) that the Borrower is in compliance with the covenants set
          out in Clause 8.3.

     (c)  If the Facility Agent (acting on behalf of the Lenders) declares the
          Early Maturity, all Secured Obligations become due and payable and any
          Extension Fee paid by the Borrower shall be applied toward repayment
          of the Loan.

8.4  VOLUNTARY CANCELLATION

     Subject to Clause 8.8 (Restrictions), the Borrower may, if it gives the
     Facility Agent not less than ten (10) Business Days' (or such shorter
     period as the Majority Lenders may agree) prior notice, cancel the whole or
     any of the available Capex Facility subject to

     (a)  the provision of evidence satisfactory to the Facility Agent that the
          Works have been completed, or

     (b)  the provision of evidence satisfactory to the Facility Agent
          evidencing that the Works will not be constructed or commencement of
          Works will be postponed so that the Works will not be completed prior
          to 30 June 2011 provided that, to the satisfaction of the Facility
          Agent, there will be sufficient free cash flow available or equity
          contributed (or such Works will be paid for by a Tenant) to finance
          such Works after 30 June 2011.

     Any cancellation under this Clause 8.4 shall reduce the Capex Commitment of
     the Lenders rateably.

8.5  VOLUNTARY PREPAYMENT OF LOAN

     Subject to Clause 8.8 (Restrictions) the Borrower may, if it gives the
     Facility Agent not less than five (5) Business Days' prior written notice,
     prepay the whole or any part of the Loan (but, if in part, being an amount
     that reduces the amount of the Loan by a minimum amount of EUR 1,000,000 or
     a multiple thereof or as agreed with the Facility Agent).

8.6  MANDATORY PREPAYMENTS

     The Borrower shall ensure that, subject to Clause 8.8 (Restrictions),

     (a)  following any Disposal, other than a disposal pursuant to Clause 22.5
          (b) (3) (Disposals) and a Permitted Disposal pursuant to Clause 22.5
          (b)(ii)(2) (Disposals), an amount equal to the aggregate Net Disposal
          Proceeds;
<PAGE>

                                                                              34


     (b)  an amount equal to the aggregate amount of all Acquisition Proceeds
          received during the current or preceding Interest Period; and

     (c)  if applicable and received by the Borrower and to the extent not
          necessary to restore any or all of the Properties (determined after
          such restoration has been completed), an amount equal to the Insurance
          Proceeds received during the current or preceding Interest Period, as
          the case may be,

     are applied on the next Interest Payment Date in accordance with Clause
     21.4 (b) (i)-(vii) (Proceeds Account) including, for the avoidance of
     doubt, the Secured Obligations which shall become due and payable in an
     amount equal to the amount prepaid, the payment of any Break Costs pursuant
     to Clause 11.4 (Break Costs), the Prepayment Fee and of any Fixed Rate
     Breakage Amount pursuant to Clause 15.5 (Fixed Rate Breakage Amount
     Indemnity). Pending application in prepayment the Borrower shall procure
     that such amount be placed on the Proceeds Account.

8.7  RIGHT OF REPAYMENT AND CANCELLATION IN RELATION TO A SINGLE LENDER

     (a)  If:

          (i)  any sum payable to any Lender by the Borrower is required to be
               increased under paragraph 13.2(c) of Clause 13.2 (Tax gross-up);
               or

          (ii) any Lender claims indemnification from the Borrower under Clause
               13.4 (Tax indemnity) or Clause 14.1 (Increased costs); or

          (iii) any Lender notifies the Facility Agent of its Additional Cost
               Rate under paragraph 3 of Schedule 4 (Mandatory Cost Formula);

          the Borrower may, whilst (in the case of paragraphs (i) and (ii)
          above) the circumstance giving rise to the requirement or
          indemnification continues or (in case of paragraph (iii) above) that
          Additional Cost Rate is greater than zero, give the Facility Agent
          notice of cancellation of the Commitment of that Lender and its
          intention to procure the repayment of that Lender's participation in
          the Loan.

     (b)  On receipt of a notice referred to in paragraph (a) above, the
          Commitment of that Lender shall immediately be reduced to zero.

     (c)  On the last day of each Interest Period which ends after the Borrower
          has given notice under paragraph (a) above (or, if earlier, the date
          specified by the Borrower in that notice), the Borrower shall repay
          that Lender's participation in the Loan.

<PAGE>

                                                                              35


8.8  RESTRICTIONS

     (a)  Any notice of cancellation or prepayment given by any Party under this
          Clause 8 (Prepayment and Cancellation) shall be irrevocable and,
          unless a contrary indication appears in this Agreement, shall specify
          the date or dates upon which the relevant cancellation or prepayment
          is to be made and the amount of that cancellation or prepayment.

     (b)  Any prepayment under this Agreement shall be made together

          (i)  with accrued interest (including Margin and Mandatory Cost, (if
               any)) on the amount prepaid up to and including the date of
               prepayment;

          (ii) any Prepayment Fee;

          (iii) any Break Costs pursuant to Clause 11.4 (Break Costs);

          (iv) any indemnity or any payment any Fixed Rate Breakage Amount
               pursuant to Clause 15.5 (Fixed Rate Breakage Amount Indemnity);
               and

          (v)  such other Secured Obligations which are then due and payable
               and, subject to any Break Costs, without premium or penalty.

     (c)  Any prepayment under Clause 8.2 (Change of Control), Clause 8.3 (Early
          Maturity), Clause 8.4 (Voluntary prepayment of Loan) or Clause 8.6
          (Mandatory Prepayments) shall satisfy the Secured Obligations in
          inverse order of maturity. The Borrower may select towards which
          Facility any prepayment is credited.

     (d)  The Borrower may not re-borrow any part of the Facilities which is
          prepaid.

     (e)  The Borrower shall not repay or prepay all or any part of the Loan or
          cancel all or any part of the Commitments except at the times and in
          the manner expressly provided for in this Agreement.

     (f)  No amount of the Total Commitment cancelled under this Agreement may
          be subsequently reinstated.

     (g)  If the Facility Agent receives a notice under this Clause 8 it shall
          without undue delay (unverzuglich) forward a copy of that notice to
          either the Borrower or the affected Lender, as appropriate.

<PAGE>

                                                                              36


9.   INTEREST

9.1  CALCULATION OF INTEREST

     (a)  The rate of interest on the Acquisition Loan for the Interest Period
          is the percentage rate per annum which is the aggregate of the
          applicable until (and including) the Final Repayment Date

          (i)  Margin;

          (ii) Acquisition Fixed Rate; and

          (iii) the Mandatory Cost (if any).

     (b)  The rate of interest on any Capex Loan for an Interest Period is the
          percentage rate per annum which is the aggregate of the applicable

          (i)  until the earlier of (i) the day on which all Capex Commitments
               are fully drawn and (ii) (including) the last day of the Capex
               Facility Availability Period

               (1)  Margin

               (2)  three (3) month EURIBOR; and

               (3)  the Mandatory Cost (if any);

               and

          (ii) from the earlier of (i) the day on which all Capex Commitments
               are fully drawn and (ii) (excluding) the last day of the Capex
               Facility Availability Period until (and including) the last day
               of the Final Repayment Date

               (1)  Margin;

               (2)  Capex Fixed Rate; and

               (3)  the Mandatory Cost (if any).

9.2  PAYMENT OF INTEREST

     Subject to the terms of this Agreement the Borrower shall pay accrued
     interest in respect of each Loan on each Interest Payment Date.

<PAGE>

                                                                              37


9.3  DEFAULT INTEREST AND LUMP SUM DAMAGES

     (a)  If the Borrower fails to pay any amount payable by it under a Finance
          Document (other than interest) on its due date, interest shall accrue
          on the Unpaid Sum from the due date up to the date of actual payment
          (both before and after judgement) at a rate which, subject to
          paragraph (b) below, is two (2) per cent per annum higher than the
          aggregate of the Margin and the Fixed Rate or the Margin and EURIBOR
          (as applicable) which would have been payable if the Unpaid Sum had,
          during the period of non-payment, constituted the Loan concerned in
          the currency of the Unpaid Sum for successive Interest Periods. Any
          interest accruing under this Clause 9.3 shall be immediately payable
          by the Borrower on the next Interest Payment Date.

     (b)  If any Unpaid Sum consists of all or part of a Loan which became due
          on a day which was not the last day of an Interest Period relating to
          that Loan:

          (i)  the first Interest Period for that Unpaid Sum shall have a
               duration equal to the unexpired portion of the current Interest
               Period relating to that Loan; and

          (ii) the rate of interest applying to the Unpaid Sum during that first
               Interest Period shall be two (2) per cent per annum higher than
               the rate which would have applied if the Unpaid Sum had not
               become due.

     (c)  If the Borrower fails to pay any amount of interest under a Finance
          Document on its due date, the Borrower shall pay lump sum damages to
          the Facility Agent for the account of the Lender in an amount to be
          determined by the Facility Agent as being, in respect of the period
          from the due date of payment until receipt by the Facility Agent of
          the relevant amount, the equivalent of interest at a rate determined
          in accordance with paragraph (a) above applied to the relevant Unpaid
          Sum.

     (d)  In circumstances described in paragraph (c) above, the Borrower shall
          be entitled to evidence that the damage actually suffered by a Finance
          Party is lower than the amounts determined in accordance therewith.
          The Facility Agent shall, in its reasonable discretion, provide the
          Borrower with the information necessary for evidencing the calculation
          of the damage suffered by that Finance Party.

9.4  NOTIFICATION OF RATES OF INTEREST

     The Facility Agent shall without undue delay (unverzuglich) notify the
     Lenders and the Borrower of the determination of a rate of interest under
     this Agreement.

10.  INTEREST PERIODS

10.1 INTEREST PERIOD OF THE ACQUISITION FACILITY

     (a)  The Acquisition Loan has one Interest Period only.

<PAGE>

                                                                              38


     (b)  The duration of the Interest Period for the Acquisition Loan shall
          start on the Utilisation Date for that Loan and end on the Ultimate
          Final Repayment Date.

10.2 INTEREST PERIOD OF THE CAPEX FACILITY

     (a)  The period for which the Capex Loan is outstanding shall be divided
          into successive Interest Periods.

     (b)  The duration of the first Interest Period for a Capex Loan shall start
          on the Utilisation Date for that Loan and end on the day immediately
          preceding the Capex Initial Interest Payment Date.

     (c)  The duration of each subsequent Interest Period shall, save as
          otherwise provided in this Agreement, start on each Interest Payment
          Date (commencing on the respective Capex Initial Interest Payment
          Date) and end on the day on which all Capex Commitments are fully
          drawn or on (and including) the last day of the Capex Facility
          Availability Period.

     (d)  After the day on which all Capex Commitments are fully drawn or after
          (and excluding) the last day of the Capex Facility Availability Period
          the Loans related to the Capex Facility shall have only one Interest
          Period only. The duration of this Interest Period for the Capex Loans
          to which the Capex Fixed Rate is applicable shall start on the earlier
          of (i) the day following the day on which all Capex Commitments are
          fully drawn and (ii) after (and excluding) the last day of the Capex
          Facility Availability Period and end on the Final Repayment Date.

     (e)  If two (2) or more Capex Loans have an Interest Period beginning and
          ending on the same dates, those Capex Loans will be consolidated into,
          and treated as, a single Loan on the last day of the Interest Period

10.3 CHANGES TO INTEREST PERIODS

     (a)  The Facility Agent and the Borrower may enter into such other
          arrangements as they may agree for the determination and adjustment of
          Interest Periods.

     (b)  If the Facility Agent makes any change to an Interest Period referred
          to in this Clause 10.3 (Changes to Interest Periods), it shall without
          undue delay (unverzuglich) notify the Lenders.

11.  CHANGES TO THE CALCULATION OF INTEREST

11.1 ABSENCE OF QUOTATIONS

     Subject to Clause 11.2 (Market disruption), if EURIBOR is to be determined
     by reference to the Reference Banks but a Reference Bank does not supply a
     quotation by the Specified

<PAGE>

                                                                              39


     Time on the Quotation Day, the applicable EURIBOR shall be determined on
     the basis of the quotations of the remaining Reference Banks.

11.2 MARKET DISRUPTION

     (a)  If a Market Disruption Event occurs in relation to a Capex Loan for
          any Interest Period, then the rate of interest on each Lender's share
          of that Capex Loan for the Interest Period shall be the percentage
          rate per annum which is the sum of:

          (i)  the Margin;

          (ii) the rate notified to the Facility Agent by that Lender as soon as
               practicable and in any event before interest is due to be paid in
               respect of that Interest Period, to be that which expresses as a
               percentage rate per annum the cost to that Lender of funding its
               participation in that Capex Loan from whatever source it may
               reasonably select; and

          (iii) the Mandatory Cost, if any, applicable to that Lender's
               participation in the CapexLoan.

     (b)  In this Agreement, "MARKET DISRUPTION EVENT" means:

          (i)  at or about noon on the Quotation Day for the relevant Interest
               Period the Screen Rate is not available and none or only one of
               the Reference Banks supplies a rate to the Facility Agent to
               determine EURIBOR for euro for the relevant Interest Period; or

          (ii) before close of business in London on the Quotation Day for the
               relevant Interest Period, the Facility Agent receives
               notifications from a Lender or Lenders that the cost to it or
               them of obtaining matching deposits in the European Interbank
               Market would be in excess of EURIBOR.

11.3 ALTERNATIVE BASIS OF INTEREST OR FUNDING

     (a)  If a Market Disruption Event occurs and the Facility Agent so
          requires, the Facility Agent and the Borrower shall enter into
          negotiations (for a period of not more than thirty days) with a view
          to agreeing a substitute basis for determining the rate of interest.

     (b)  Any alternative basis agreed pursuant to paragraph (a) above shall,
          with the prior written consent of all the Lenders and the Borrower, be
          binding on all Finance Parties.

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                                                                              40


11.4 BREAK COSTS

     (a)  The Borrower shall, within three (3) Business Days of demand by a
          Finance Party, pay to that Finance Party its Break Costs attributable
          to all or any part of a Loan or Unpaid Sum being paid by the Borrower
          on a day other than the last day of an Interest Period for that Loan
          or Unpaid Sum.

     (b)  Each Lender shall, as soon as reasonably practicable after a demand by
          the Facility Agent, provide a certificate confirming the amount of its
          Break Costs for any Interest Period in which they accrue.

12.  FEES

12.1 UPFRONT FEE

     The Borrower shall pay to the Arranger an upfront fee in the amount and at
     the time agreed in a Fee Letter.

12.2 COMMITMENT FEE

     (a)  The Borrower shall pay to the Facility Agent (for the account of each
          Lender) a fee in euro at a rate of 50 per cent. p.a. of the Margin of
          that Lender's Available Commitment for the relevant Availability
          Period commencing after the date on which the Initial Utilisation
          occurs.

     (b)  The accrued commitment fee is payable in arrears on each Interest
          Payment Date for each successive period of three (3) Months which ends
          during the Availability Period, on the last day of the relevant
          Availability Period and, if cancelled in full, on the cancelled amount
          of the relevant Lender's Commitment at the time the cancellation is
          effective.

12.3 AGENCY FEE

     The Borrower shall pay to the Facility Agent an agency fee in the amount
     and at the time agreed in a Fee Letter.

12.4 PREPAYMENT FEE

     The amount of the Prepayment Fee is subject to a separate Fee Letter under
     English law.

13.  TAX GROSS UP AND INDEMNITIES

13.1 DEFINITIONS

     In this Clause 13:

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                                                                              41


     "PROTECTED PARTY" means a Finance Party which is or will be, for or on
     account of Tax, subject to any liability or required to make any payment in
     relation to a sum received or receivable (or any sum deemed for the
     purposes of Tax to be received or receivable) under a Finance Document.

     "QUALIFYING LENDER" means a Lender which is beneficially entitled to
     interest payable to that Lender in respect of any Finance Document and
     which is:

     (a)  a Lender which has its head office in Germany or is acting through a
          Facility Office qualifying as a permanent establishment or permanent
          representative in Germany for Tax purposes of Germany; or

     (b)  an Original Lender; or

     (c)  a Treaty Lender; or

     (d)  a Lender which is entitled to receive interest payments without any
          deduction of German or U.S. Tax at any time when it becomes a Lender.

     "TAX CREDIT" means a credit against, relief or remission for, or repayment
     of, any Tax.

     "TAX DEDUCTION" means a deduction or withholding for or on account of Tax
     from a payment under a Finance Document. An imposition on a Borrower by the
     German tax authorities pursuant to section 50a (7) German Income Tax Act
     shall not be considered as a Tax Deduction if it is imposed with respect to
     a Lender other than a Qualifying Lender.

     "TAX PAYMENT" means either the increase in a payment made by the Borrower
     to a Finance Party under Clause 13.2 (Tax gross-up) or a payment under
     Clause 13.4 (Tax indemnity).

     "TREATY LENDER" means a Lender which is entitled to a payment of interest
     under a double taxation agreement in force in the U.S.A. or Germany without
     any Tax Deduction (subject to the completion of any necessary procedural
     formalities).

13.2 TAX GROSS-UP

     (a)  The Borrower shall make all payments to be made by it under or in
          connection with any Finance Document without any Tax Deduction, unless
          a Tax Deduction is required by law.

     (b)  The Borrower shall promptly upon becoming aware that it must make a
          Tax Deduction (or that there is any change in the rate or the basis of
          a Tax Deduction) notify the Facility Agent accordingly. Similarly, a
          Lender shall promptly notify the Facility Agent on becoming so aware
          in respect of a payment payable to that Lender. If the Facility Agent
          receives such notification from a Lender it shall promptly notify the
          Borrower.

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                                                                              42


     (c)  If a Tax Deduction is required by law to be made by the Borrower the
          amount of the payment due from the Borrower shall subject to paragraph
          (d) below be increased to an amount which (after making any Tax
          Deduction) leaves an amount equal to the payment which would have been
          due if no Tax Deduction had been required.

     (d)  If:

          (i)  on the date that payment is due the relevant Lender is not or has
               ceased to be a Qualifying Lender other than as a result of any
               change after the date of this Agreement or, in case of a Lender
               which has become a Party to this Agreement after the date of this
               Agreement, the date on which it became a Lender, in (or in the
               interpretation, administration, or application of) any law or
               treaty, or any generally applying published practice or
               concession of any relevant Tax Authority; or

          (ii) the Borrower making the payment is able to demonstrate that the
               payment could have been made to the Lender without the Tax
               Deduction had the Lender complied with its obligations under
               Clause 13.3 (Tax filings),

          then the Borrower shall not be required to make an increased payment
          to the relevant Lender under paragraph (c) above with respect to a Tax
          Deduction under German law.

     (e)  If the Borrower is required to make a Tax Deduction, it shall make
          that Tax Deduction and any payment required in connection with that
          Tax Deduction within the time allowed and in the minimum amount
          required by law.

     (f)  Within thirty (30) days of making either a Tax Deduction or any
          payment required in connection with that Tax Deduction, the Borrower
          making that Tax Deduction shall deliver to the Facility Agent for the
          Finance Party entitled to the payment an original receipt (or
          certified copy thereof) evidencing to that Finance Party that the Tax
          Deduction has been made or (as applicable) any appropriate payment
          paid to the relevant Tax Authority.

13.3 TAX FILINGS

     (a)  A Lender shall complete as soon as practicable without undue delay
          (unverzuglich) any procedural formalities which it is able to complete
          and which are necessary for the Borrower to be able to make a payment
          to such Lender without a Tax Deduction (or with a reduced rate of Tax
          Deduction).

     (b)  Each Lender and the Borrower shall co-operate in completing any
          procedural formalities necessary for the Borrower to obtain
          authorisation to make payments to
<PAGE>

                                                                              43


          or for the account of that Lender without Tax Deduction (or with
          a reduced rate of Tax Deduction).

13.4 TAX INDEMNITY

     (a)  The Borrower shall (within five (5) Business Days of demand by the
          Facility Agent) pay (or procure payment) to a Protected Party an
          amount equal to the loss, liability or cost which that Protected Party
          determines has been (directly or indirectly) suffered for or on
          account of Tax by that Protected Party in respect of a Finance
          Document.

     (b)  Paragraph (a) above shall not apply:

          (i)  with respect to any Tax assessed on a Finance Party:

               (1)  under the law of the jurisdiction in which that Protected
                    Party is incorporated or, if different, the jurisdiction (or
                    jurisdictions) in which that Finance Party is treated as
                    resident for tax purposes; or

               (2)  under the law of the jurisdiction in which that Finance
                    Party's Facility Office is located or permanent
                    establishment is located

               if that Tax is imposed on or calculated by reference to the
               income received or receivable by that Finance Party; and

          (ii) to the extent a loss, liability or cost:

               (1)  is compensated for by an increased payment under Clause 13.2
                    (Tax gross-up); or

               (2)  would have been compensated for by an increased payment
                    under Clause 13.2 (Tax gross-up) but was not so compensated
                    solely because one of the exclusions in paragraph 13.2(d) of
                    Clause 13.2 (Tax gross-up) applied.

          (iii) To the extent a Tax is assessed on a Finance Party on the
               grounds of German Tax provisions governing the imposition of tax
               on interest secured by German real estate provided the relevant
               Finance Party it is not a Qualifying Lender.

     (c)  A Protected Party making, or intending to make, a claim pursuant to
          paragraph (a) above shall promptly notify the Facility Agent of the
          event which will give, or has given, rise to the claim, following
          which the Facility Agent shall notify the Borrower.

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                                                                              44


     (d)  A Protected Party shall, on receiving a payment from the Borrower
          under this Clause 13.4, notify the Facility Agent.

13.5 TAX CREDIT

     If the Borrower makes a Tax Payment and the relevant Finance Party
     determines that:

     (a)  a Tax Credit is attributable either to an increased payment of which
          that Tax Payment forms part of or to that Tax Payment; and

     (b)  that Finance Party has obtained, utilised and fully retained that Tax
          Credit in whole or in part on an affiliated group basis,

     the Finance Party shall pay an amount to the Borrower which that Finance
     Party determines will leave it (after that payment) in the same after-Tax
     position as it would have been in had the Tax Payment not been required to
     be made by the Borrower.

13.6 VAT

     (a)  All consideration expressed to be payable under a Finance Document by
          any Party to a Finance Party shall be deemed to be exclusive of any
          VAT. If VAT is chargeable on any supply made by any Finance Party to
          any Party in connection with a Finance Document, that Party shall pay
          to that Finance Party (upon provision of a proper VAT invoice at the
          time specified in such invoice) in addition to the consideration for
          that supply an amount equal to the amount of the VAT.

     (b)  Where a Finance Document requires any Party to reimburse a Finance
          Party for any costs or expenses, that Party shall also at the same
          time pay and indemnify that Finance Party against all VAT incurred by
          the Finance Party in respect of the costs or expenses to the extent
          that the Finance Party determines that it is not entitled to credit or
          repayment from the relevant Tax Authority in respect of the VAT.

     (c)  Where pursuant to the terms of this Agreement one Finance Party makes
          a supply to another Finance Party, and VAT is chargeable on such
          supply, each Party paying the consideration for such supply shall also
          pay (in addition to and at the same time as paying the consideration
          for that supply upon provision of a proper VAT invoice) an amount
          equal to the amount of the VAT if the supply is not subject to the
          reverse charge mechanism.

13.7 STAMP TAXES

     The Borrower covenants to pay and, within five (5) Business Days of demand,
     indemnify each Finance Party against any cost, loss or liability each
     Finance Party may incur in relation to any stamp duty land tax, stamp duty,
     registration or other similar Taxes payable in respect of any Finance
     Document.

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                                                                              45


14.  INCREASED COSTS

14.1 INCREASED COSTS

     (a)  Subject to Clause 14.3 (Exceptions), the Borrower shall, within five
          (5) Business Days after receipt of a written demand by the Facility
          Agent, pay for the account of a Finance Party the amount of any
          Increased Costs incurred by that Finance Party or any of its
          Affiliates as a result of:

          (i)  the introduction of or any change in (or in the interpretation,
               administration or application of) any law or regulation; or

          (ii) compliance with any law or regulation;

     after the Signing Date.

     (b)  In this Agreement "INCREASED COSTS" means:

          (i)  a reduction in the rate of return from the Facilities or on a
               Finance Party's (or its Affiliate's) overall capital;

          (ii) an additional or increased cost; or

          (iii) a reduction of any amount due and payable under any Finance
               Document,

          which is incurred or suffered by a Finance Party or any of its
          Affiliates to the extent that it is attributable to that Finance Party
          having entered into its Commitment or funding or performing its
          obligations under any Finance Document.

14.2 INCREASED COSTS CLAIMS

     (a)  A Finance Party intending to make a claim pursuant to Clause 14.1
          (Increased Costs) shall notify the Facility Agent of the event giving
          rise to the claim, following which the Facility Agent shall promptly
          notify the Borrower.

     (b)  Each Finance Party shall, as soon as practicable after a demand by the
          Facility Agent, provide a certificate confirming the amount of its
          Increased Costs and setting out the calculation in reasonable detail.

14.3 EXCEPTIONS

     (a)  Clause 14.1 (Increased Costs) does not apply to the extent any
          Increased Cost is:

          (i)  attributable to a Tax Deduction required by law to be made by the
               Borrower;

          (ii) compensated for by Clause 13.4 (Tax indemnity) (or would have
               been compensated for under Clause 13.4 (Tax indemnity) but was
               not so

<PAGE>

                                                                              46


               compensated solely because one of the exclusions in paragraph
               13.4(b) of Clause 13.4 (Tax indemnity) applied);

          (iii) compensated for by the payment of Mandatory Cost; or

          (iv) attributable to the wilful breach (Vorsatz) or gross negligence
               (grobe Fahrlassigkeit) by the relevant Finance Party or its
               Affiliates of any law or regulation;

     (b)  In this Clause 14.3 (Exceptions), a reference to a "TAX DEDUCTION" has
          the same meaning given to the term in Clause 13.1 (Definitions).

     (c)  No Finance Party shall be entitled to recover any increased cost under
          this Clause 14.2 if such Finance Party has not made a demand in
          respect of the same within six (6) Months of the date on which such
          Finance Party has received notice of such event or circumstances which
          gave rise to such Increased Costs.

15.  OTHER INDEMNITIES

15.1 CURRENCY INDEMNITY

     (a)  If any sum due from the Borrower under the Finance Documents (a
          "SUM"), or any order, judgement or award given or made in relation to
          a Sum, has to be converted from the currency (the "FIRST CURRENCY") in
          which that Sum is payable into another currency (the "SECOND
          CURRENCY") for the purpose of:

          (i)  making or filing a claim or proof against the Borrower;

          (ii) obtaining or enforcing an order, judgement or award in relation
               to any litigation or arbitration proceedings,

          the Borrower shall as an independent obligation, within three (3)
          Business Days of demand, indemnify each Finance Party to whom that Sum
          is due against any reasonable cost, loss or liability arising out of
          or as a result of the conversion including any discrepancy between (A)
          the rate of exchange used to convert that Sum from the First Currency
          into the Second Currency and (B) the rate or rates of exchange
          available to that person at the time of its receipt of that Sum.

     (b)  The Borrower waives any right it may have in any jurisdiction to pay
          any amount under the Finance Documents in a currency or currency unit
          other than that in which it is expressed to be payable.

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                                                                              47


15.2 OTHER INDEMNITIES

     The Borrower shall within three (3) Business Days of receipt of written
     demand, indemnify each Finance Party against any cost, loss or liability
     including any Fixed Rate Breakage Amount incurred by that Finance Party as
     a result of:

     (a)  the occurrence of any Default;

     (b)  a failure by the Borrower or any of the Shareholders to pay any amount
          due under a Finance Document on its due date, including without
          limitation, any cost, loss or liability arising as a result of Clause
          30 (Sharing among the Finance Parties);

     (c)  funding or continuing to fund, or making arrangements to fund or
          continue to fund, its participation in the Loan requested by the
          Borrower in a Utilisation Request but not made by reason of the
          operation of any one or more of the provisions of this Agreement
          (other than by reason of default or negligence by that Lender alone);
          or

     (d)  the Loan (or part of the Loan) not being prepaid in accordance with a
          notice of prepayment given by the Borrower.

15.3 INDEMNITY TO THE FACILITY AGENT

     The Borrower shall without undue delay (unverzuglich) indemnify the
     Facility Agent against any cost, loss or liability reasonably incurred by
     the Facility Agent (acting reasonably) as a result of:

     (a)  investigating any event which it reasonably believes is a Default; or

     (b)  acting or relying on any notice, request or instruction which it
          believes to be genuine, correct and appropriately authorised by the
          Finance Parties.

15.4 INDEMNITY TO THE SECURITY AGENT

     The Borrower shall without undue delay (unverzuglich) indemnify the
     Security Agent and every Delegate against any cost, loss or liability
     incurred by any of them as a result of:

     (a)  the taking, holding, protection or enforcement of the Transaction
          Security; or

     (b)  the exercise of any of the rights, powers, discretions and remedies
          vested in the Security Agent and every Delegate by the Transaction
          Security; and

     (c)  any default by the Borrower or any Shareholder in the performance of
          any of the obligations expressed to be assumed by it in any of the
          Finance Documents.

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                                                                              48


     The Security Agent may, in priority to any payment to the Finance Parties,
     indemnify itself out of the Transaction Security in respect of, and pay and
     retain all sums necessary to give effect to the indemnity in this Clause
     15.4 (Indemnity to the Security Agent).

15.5 FIXED RATE BREAKAGE AMOUNT INDEMNITY

     (a)  The Borrower irrevocably agrees to indemnify within three (3) Business
          Days of demand each Lender in respect of any Fixed Rate Breakage
          Amount due by a Lender resulting from an early prepayment pursuant to
          Clause 8.1 (Illegality), Clause 8.2 (Change of Control), Clause 8.3
          (Early Maturity Event), Clause 8.5 (Voluntary prepayment of Loan),
          Clause 8.6 (Mandatory Prepayments) and Clause 8.7 (Right of repayment
          and cancellation in relation to a single Lender).

     (b)  Provided that no Event of Default is continuing, the Lender shall pay
          to the Borrower within three (3) Business Days of demand any Fixed
          Rate Breakage Amount received by such Lender (if any and net of any
          third party costs or expenses incurred by the Lender as a result of
          that early termination) resulting from an early prepayment pursuant to
          Clause 8.3 (Early Maturity Event), Clause 8.5 (Voluntary prepayment of
          Loan), Clause 8.6 (Mandatory Prepayments) and Clause 8.7 (Right of
          repayment and cancellation in relation to a single Lender).

16.  MITIGATION

16.1 MITIGATION

     (a)  Each Finance Party shall, in consultation with the Borrower, take all
          reasonable steps to mitigate any circumstances which arise and which
          would result in any amount becoming payable under or pursuant to, or
          cancelled pursuant to, any of Clause 8.1 (Illegality), Clause 13 (Tax
          gross-up and indemnities), Clause 14 (Increased Costs) or paragraph 3
          of Schedule 4 (Mandatory Cost Formula) including (but not limited to)
          transferring its rights and obligations under the Finance Documents to
          another Affiliate or Facility Office.

     (b)  Paragraph (a) above does not in any way limit the obligations of the
          Borrower or the Shareholders under the Finance Documents.

16.2 LIMITATION OF LIABILITY

     (a)  The Borrower shall indemnify each Finance Party for all costs and
          expenses reasonably incurred by that Finance Party as a result of
          steps taken by it under Clause 16.1 (Mitigation).

     (b)  A Finance Party is not obliged to take any steps under Clause 16.1
          (Mitigation) if, in the opinion of that Finance Party (acting
          reasonably), to do so might be prejudicial to it.

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                                                                              49


17.  COSTS AND EXPENSES

17.1 TRANSACTION EXPENSES

     The Borrower shall promptly on demand pay the Arranger, the Security Agent
     and the Facility Agent the amount of all costs and expenses (including, but
     not limited to, reasonable legal fees of the Arranger's counsel as agreed
     between the Borrower and the Facility Agent, land registry fees, mortgage
     registration fees and notarial fees) reasonably incurred by any of them in
     connection with the negotiation, preparation, printing, execution,
     syndication and perfection of:

     (a)  this Agreement and any other documents referred to in this Agreement;
          and the Transaction Security; and

     (b)  any other Finance Documents executed after the date of this Agreement.

17.2 AMENDMENT COSTS

     If:

     (a)  the Borrower requests an amendment, waiver or consent; or

     (b)  an amendment is required pursuant to Clause 31.10 (Change of
          currency),

     the Borrower shall, within three (3) Business Days of demand, reimburse the
     Facility Agent for the amount of all costs and expenses (including, but not
     limited to, reasonable legal fees) reasonably incurred by the Facility
     Agent or the Finance Parties in responding to, evaluating, negotiating or
     complying with that request or requirement.

17.3 MARKET VALUATION COSTS

     The Borrower shall, within ten (10) Business Days of demand, pay to the
     Facility Agent the cost of any Market Valuation or, structural survey or
     environmental report carried out in accordance with and subject to Clause
     23.5 (Market Valuations), unless directly paid by the Borrower.

17.4 ENFORCEMENT COSTS

     The Borrower shall, within ten (10) Business Days of demand, pay to each
     Finance Party the amount of all costs and expenses (including, but not
     limited to, legal fees) reasonably incurred by it in connection with the
     enforcement of, or the preservation of any rights under, any Finance
     Document and the Transaction Security and any proceedings instituted by or
     against the Facility Agent and the Security Agent as a consequence of
     taking or holding the Transaction Security or enforcing these rights.

<PAGE>

                                                                              50


18.  REPRESENTATIONS

     The Borrower makes the representations and warranties set out in this
     Clause 18 (Representations) by way of an independent guarantee
     (Selbstandiges Garantieversprechen) to each Finance Party. All
     representations and certifications provided to the Facility Agent from time
     to time under this Clause 18 (Representations) or otherwise pursuant to
     this Agreement shall be given without personal recourse to the individual
     director or manager of the Borrower unless such breach is attributable to a
     wilful misconduct (Vorsatz).

18.1 STATUS

     (a)  It is a limited liability company duly formed and validly existing
          under the laws of the State of Delaware, U.S.A..

     (b)  It has the power to own its assets and carry on its business as it is
          being conducted.

18.2 BINDING OBLIGATIONS

     (a)  Subject to the Reservations and subject to due notarisation and
          registration of the Land Charge, each of the obligations expressed to
          be assumed by it in each Finance Document, are legal, valid, binding
          and enforceable obligations.

     (b)  The obligations expressed to be assumed by it in each Security
          Document validly create first ranking Security of the type described,
          and over the assets to which it is expressed to apply, in the relevant
          Security Document and accurately evidences that Security.

18.3 NON-CONFLICT WITH OTHER OBLIGATIONS

     The entry into and performance by it of, and the transactions contemplated
     by, the Finance Documents do not and shall not:

     (a)  conflict with:

          (i)  any law or regulation applicable to it;

          (ii) its constitutional documents; or

          (iii) any agreement or instrument binding upon it or any of its
               assets;

     (b)  result in the existence of, or oblige it to create, any Security over
          its assets other than as permitted under Clause 22.4 (Negative
          pledge).

<PAGE>

                                                                              51


18.4 POWER AND AUTHORITY

     It has the power to enter into, perform and deliver, and has taken all
     necessary action to authorise its entry into, performance and delivery of,
     the Finance Documents to which it is a Party and the transactions
     contemplated by those Finance Documents.

18.5 VALIDITY AND ADMISSIBILITY IN EVIDENCE

     All Authorisations required or desirable:

     (a)  to enable it lawfully to enter into, exercise its rights and comply
          with its obligations in the Finance Documents to which it is a Party;
          and

     (b)  to make the Finance Documents to which it is a Party admissible in
          evidence in its jurisdiction of incorporation, save that a
          registration may be ordered and a registration tax may become payable
          if and at the time when the Finance Documents will be exhibited in any
          court proceedings in Delaware or before any other official authority
          in Delaware;

     have been obtained or effected and are in full force and effect.

18.6 GOVERNING LAW AND ENFORCEMENT

     (a)  Subject to the Reservations, where German law is the choice of the
          governing law of any Finance Document, such choice of German law shall
          be recognised and enforced in its jurisdiction of incorporation.

     (b)  Subject to the Reservations, where Delaware law is the choice of the
          governing law of any Finance Document, such choice of Delaware law
          shall be recognised and enforced in its jurisdiction of incorporation.

     (c)  Subject to the Reservations, any judgement obtained in Germany in
          relation to a Finance Document shall be recognised and enforced in its
          jurisdiction of incorporation.

     (d)  Subject to the Reservations, any judgement obtained in Delaware in
          relation to a Finance Document shall be recognised and enforced in its
          jurisdiction of incorporation.

18.7 DEDUCTION OF TAX / INTEREST BARRIER RULES

     (a)  It is not required under German, French, Delaware or U.S. law or
          elsewhere to make any deduction or withholding for or on account of
          Tax from any payment it may make under any Finance Document.

<PAGE>

                                                                              52


     (b)  No tenant under any Lease is required under any law to make any
          deduction or withholding for or on account of Tax from any Rental
          Income.

     (c)  In 2009 only an annual amount of up to EUR 185,000.00 of the
          Borrower's interest expenses will not be deductible for German
          corporate income tax purposes. In 2010 and the following years, only
          an annual amount of up to EUR 85,000.00 of the Borrower's interest
          expenses will not be deductible for German corporate income tax
          purposes. In 2009 and any following year the remaining interest
          expenses of the Borrower in the relevant taxable period will be fully
          deductible for corporate income tax purposes in Germany.

18.8 NO FILING OR STAMP TAXES

     Other than with respect to the land charge, it is not necessary that the
     Finance Documents be filed, recorded or enrolled with any court or other
     authority in any relevant jurisdiction or that any stamp duty, stamp duty
     land tax, registration or similar tax be paid on or in relation to the
     Finance Documents or the transactions contemplated by the Finance
     Documents.

18.9 NO DEFAULT

     (a)  No Event of Default is continuing or might reasonably be expected to
          result from the making of the Utilisation.

     (b)  To Borrower's best knowledge having made due enquiries no other event
          or circumstance is continuing which constitutes (or

     with the giving of notice, lapse of time, or the fulfilment of any other
     application or condition or any combination of the foregoing, would
     constitute) a default under any other agreement or instrument which is
     binding on it or to which its assets are subject which would reasonably be
     expected to result in a Material Adverse Effect.

18.10 NO MISLEADING INFORMATION

     (a)  Any factual information provided by or authorised by and delivered on
          behalf of the Borrower to:

          (i)  the Finance Parties in relation to the Transaction Documents;

          (ii) the Valuer for the purposes of the most recent Market Valuation;
               and

          (iii) any providers of any of the Due Diligence Reports or the Report
               on Title;

          is in each case, true, complete and accurate in all material respects
          as at the date it was given and is not misleading in any material
          respect.

     (b)  Any opinions, forecasts and projections made by or on behalf of the
          Borrower or the Shareholders and provided to the Finance Parties have
          been prepared as at their date,

<PAGE>

                                                                              53


          on the basis of recent historical information and on the assumptions
          believed by the Borrower or the Shareholders to be fair and
          reasonable.

     (c)  The Borrower has not knowingly withheld any information which if
          disclosed may reasonably be expected materially and adversely to
          affect the decision of any Lender considering whether or not to
          provide finance to the Borrower or the value of the Property given in
          the most recent Market Valuation.

     (d)  Nothing has occurred since the date such information was provided by
          or authorised by and delivered on behalf of the Borrower which renders
          the information originally contained in it untrue or misleading in any
          material respect.

18.11 FINANCIAL STATEMENTS

     The Original Financial Statements fairly represent, to the Borrower's best
     knowledge, the Borrower's good faith projection of its and the
     Shareholders' financial condition immediately following the Utilisation
     Date unless expressly disclosed to the Facility Agent in writing to the
     contrary before the date of this Agreement.

18.12 PARI PASSU RANKING

     Its payment obligations under the Finance Documents rank at least pari
     passu with the claims of all its other unsecured and unsubordinated
     creditors, except for obligations mandatorily preferred by law applying to
     companies generally.

18.13 NO PROCEEDINGS PENDING OR THREATENED

     No litigation, arbitration or administrative proceeding of or before any
     court, arbitral body or agency has been started or, to Borrower's best
     knowledge, threatened against it which:

     (a)  may reasonably be expected to restrain its entry into, the exercise of
          its rights under, or the performance, enforcement of or compliance
          with any of its obligations under, the Finance Documents; or

     (b)  is reasonably likely to be adversely determined, and if adversely
          determined, would reasonably be expected to have a Material Adverse
          Effect.

18.14 ENVIRONMENTAL COMPLIANCE

     The Borrower or Tenant has performed and complied in all material respects
     with any Environmental Law and Environmental Permits and all other material
     covenants, conditions, restrictions or agreements directly or indirectly
     concerned with any contamination, pollution or waste or the release or
     discharge of any toxic or hazardous substance in connection with any
     Property where failure to do so might reasonably be expected to result in a
     Material

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                                                                              54


     Adverse Effect. Except as disclosed in the Environmental Reports, there is
     no material environmental risk on the Properties that could require
     immediate action.

18.15 ENVIRONMENTAL CLAIMS

     Except as disclosed in the Environmental Reports, no Environmental Claim
     has been commenced or (to the best of the Borrower's knowledge and belief)
     is threatened against the Borrower or any of the Tenants.

18.16 CONSTRUCTION AND PLANNING COMPLIANCE

     To Borrower's best knowledge, having made due enquiries, the Borrower and
     the Tenants have performed and complied with in all material respects of
     any Construction Law and Planning Law, Construction Permits and Planning
     Permits (to the extent applicable to the Properties and where non
     compliance might have a Material Adverse Effect).

18.17 CONSTRUCTION AND PLANNING CLAIMS

     No Construction Claim and Planning Claim has been commenced or (to the best
     of the Borrower's knowledge and belief) is threatened against the Borrower
     or any of the Tenants.

18.18 NO OTHER BUSINESS AND ASSETS

     (a)  The Borrower has not traded or carried on any business since its
          formation other than conducting the business of acquiring, managing,
          letting and owning the Properties and related activities consistent
          with the Finance Documents.

     (b)  The Borrower does not own any asset other than the respective
          Properties or assets necessary for the operation of its Business Plan.

     (c)  The Borrower does not have and has never had any employees.

     (d)  The Borrower does not own directly or indirectly, legally or
          beneficially, any investments in any unlimited company, partnership or
          other entity with unlimited liability.

     (e)  The Borrower has not any liabilities (whether actual or contingent)
          other than under the Transaction Documents, any Transaction Costs or
          arising as a result of its ownership and/or occupation of the
          Properties.

18.19 TAXATION AND OTHER LIABILITIES

     (a)  It has duly and punctually paid and discharged all Taxes imposed upon
          it or its assets within the time period allowed without incurring
          interest or penalties (save to the extent that (i) payment is being
          contested in good faith, (ii) it has maintained

<PAGE>

                                                                              55


          adequate reserves for the payment of such Taxes and (iii) payment can
          be lawfully withheld).

     (b)  It is not overdue in the filing of any Tax returns.

     (c)  No claims are being or are reasonably likely to be asserted against it
          with respect to Taxes.

     (d)  It has to duly and punctually paid and discharged all other
          liabilities.

18.20 TITLE TO ASSETS

     Subject to registration at any relevant land registry, on and from the
     Initial Utilisation Date:

     (a)  the Borrower is the legal and beneficial owner of each of its assets
          which are expressed to be the subject of the Transaction Security, in
          each case free from any Security (other than under the Finance
          Documents);

     (b)  the Borrower is, subject to the Borrower being registered in the
          respective land register (Grundbuch), the bare legal owner
          (Eigentumer) in respect of, and has good and valid title to, the
          Properties;

     (c)  the Borrower has the benefit of all necessary licences, consents and
          authorisations required under all applicable law in connection with
          its ownership of the Properties, and they are in full force and
          effect;

     (d)  no breach of any law or regulation is subsisting which would be
          reasonably likely to materially adversely affect the value of any
          Properties or the amount of Net Rental Income;

     (e)  except as disclosed in the Report on Title, there is no covenant,
          easement, agreement, reservation, restriction, condition or other
          matter which adversely affects any Property;

     (f)  no Property is subject to any overriding interest or an unregistered
          interest which overrides first registration or registered
          dispositions; and

     (g)  to the Borrower's best knowledge, having made due enquiries, each
          Property is free and clear of material damage and structural defects
          which could reasonably be expected to have a material adverse effect
          on the value of that Property.

18.21 ENCUMBRANCES

     Save as disclosed in the Report on Title and except for those charges,
     liens, mortgages, land charges, and encumbrances expressly provided for in
     the Sale and Purchase Agreement, the

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                                                                              56


     Properties is free and clear of any charges, liens, mortgages, land charges
     and encumbrances.

18.22 SECURITY

     (a)  No Security exists over any asset of the Borrower expressed to be the
          subject of any Security created or expressed to be created under the
          Finance Document except as permitted under Clause 22.4 (Negative
          pledge).

     (b)  The Transaction Security created or expressed to be created under the
          Finance Documents has or will have (after the registration of the Land
          Charge in the competent land register first ranking priority and it is
          not subject to any prior ranking or pari passu ranking Security except
          as permitted under Clause 22.4 (Negative pledge).

     (c)  Each Security Document which purports to create a Security validly
          creates or will create a Security of the type described, and over the
          assets to which it is expressed to apply, in the relevant Finance
          Document and, if a Finance Document purports to evidence any Security,
          it accurately evidences that Security.

     (d)  Any Shares which are expressed to be subject to any Security created
          or expressed to be created pursuant to the Finance Documents are fully
          paid and not subject to any option to purchase or similar rights.
          Except for the requirement of the Shareholders to the granting of its
          consent to the transfer of Shares in the Borrower, the constitutional
          documents of the Borrower do not and could not restrict or inhibit any
          transfer of those shares on creation or on enforcement of that
          Security.

18.23 OWNERSHIP OF BORROWER

     The entire issued share capital of the Borrower is legally and beneficially
     owned and controlled by the Shareholders (or, subject to the fulfilment of
     the "Know your customer" checks to the satisfaction of the Facility Agent,
     by an entity fully held and controlled by the Shareholders unless disposed
     in accordance with Clause 22.5 (Disposals)).

18.24 FINANCIAL INDEBTEDNESS

     Save for the Financial Indebtedness permitted under Clause 22.6 (Financial
     Indebtedness), there is no Financial Indebtedness existing.

18.25 INSOLVENCY

     (a)  The Borrower is not unable nor admits inability to pay its debts as
          they fall due, nor suspends making payments on any of its debts or, by
          reason of actual or anticipated financial difficulties, commences
          negotiations with one or more of its creditors with a view to
          rescheduling any of its indebtedness.
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                                                                              57


     (b)  The value of the assets of the Borrower is not less than its
          liabilities (taking into account contingent and prospective
          liabilities and reserves).

     (c)  No moratorium is declared in respect of any indebtedness of the
          Borrower.

18.26 REPETITION

     (a)  The representations set out in Clauses 18.1 (Status) to 18.25
          (Insolvency) are made by the Borrower on the date of this Agreement.

     (b)  The representations set out in Clauses 18.1 (Status) to 18.25
          (Insolvency) (excluding Clause 19.1 (Financial Statements))(the
          "REPEATED REPRESENTATION") are made and shall thereafter be repeated
          by the Borrower by reference to the facts and circumstances then
          existing on the date of the Utilisation Request and each Interest
          Payment Date and, in the case of Clause 19.1 (a) (Financial
          Statements), each date on which the Borrower delivers, or, if earlier,
          is obliged to deliver, financial statements in accordance with Clause
          19.1 (Financial statements).

19.  INFORMATION UNDERTAKINGS

     The undertakings in this Clause 19 remain in force from the date of this
     Agreement for so long as any amount of the Secured Obligations is
     outstanding or any Commitment is in force.

19.1 FINANCIAL STATEMENTS

     The Borrower shall supply to the Facility Agent in sufficient copies for
     all the Lenders as soon as the same become available, but in any event:

     (a)  within one hundred and twenty (120) days after the end of each of its
          financial years its unaudited financial statements for that financial
          year;

     (b)  within forty-five (45) days after the end of each of its financial
          half-years its unaudited financial statements for that financial
          half-year; and

     (c)  within one hundred and twenty (120) days after the end of the
          respective financial year the audited financial statements for that
          financial year of the applicable Existing Funds or such other ultimate
          owner of the Borrower as may be the case; and

     (d)  within forty-five (45) days after the end of each of financial
          half-years the unaudited financial statements of the applicable
          Existing Funds for that financial half-year or such other ultimate
          owner of the Borrower as may be the case.

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                                                                              58


19.2 REQUIREMENTS AS TO FINANCIAL STATEMENTS

     (a)  The Original Financial Statements and each set of financial statements
          delivered by the Borrower pursuant to Clause 19.1 (Financial
          statements) shall be certified by a manager or an authorised signatory
          of the Borrower or the Shareholders, as the case may be, as fairly
          representing its financial condition as at the date as at which those
          financial statements were drawn up.

     (b)  The Borrower shall deliver together on each Interest Payment Date in
          accordance with Clause 19.4 (a) (Properties information), a
          certificate signed by a manager or an authorised signatory for and on
          behalf of the Borrower certifying that no Default has occurred during
          the preceding financial quarter and in the form of Schedule 8
          (Financial Covenants Compliance Certificate) computations establishing
          (if that is the case) that the Borrower is in compliance with the
          covenants set out in Clause 22.3 (Loan to value), the Lease
          Obligations Covenant, the Tenant Covenant and any issues related to a
          possible insolvency of any of the Tenants or Wagon PLC as at the end
          of such financial quarter.

19.3 ACCOUNT STATEMENTS

     No later than ten (10) Business Days before each Interest Payment Date, the
     Borrower shall or shall ensure that the Account Bank deliver to the
     Facility Agent all bank account statements (Kontoauszuge) of each Control
     Account that have become available to the Borrower.

19.4 PROPERTIES INFORMATION

     The Borrower shall supply to the Facility Agent in sufficient copies for
     all the Lenders:

     (a)  no later than five (5) Business Days before each Interest Payment Date
          at the latest a written report in respect of the capital expenditure
          and development of the Properties (containing in particular, but not
          limited to, the report, contractor, description, budget, timeline,
          cost overrun and completion status for the immediately preceding
          ending calendar quarter);

     (b)  no later than ten (10) Business Days after each Interest Payment Date
          occurring on the 30th of June of each calendar year at the latest an
          Annual Management Report for the immediately preceding ending calendar
          year (PROVIDED THAT where the information to be provided in the
          relevant section has not changed since the last Annual Management
          Report delivered to the Facility Agent, the relevant section may state
          "no change");

     (c)  no later than ten (10) Business Days after each anniversary of the
          Initial Utilisation Date at the latest, a Market Valuation, except for
          the full Market Valuation to be

<PAGE>

                                                                              59


          supplied by the Borrower to the Facility Agent no later than ten (10)
          Business Days before the 30 March 2013;

     (d)  no later than five (5) Business Days after the sending of a default
          notice to a Tenant, even if waived by the Borrower or remedied by the
          respective Tenant and of any amount due by any of the Tenants or any
          other tenant, a copy of such default notice; and

     (e)  promptly, any other information in respect of the Properties available
          to the Borrower or any occupational tenant of any part of the
          Properties and any guarantor or surety of any such occupational
          tenant, insurances and such other information as the Facility Agent
          may reasonably request.

19.5 INFORMATION: MISCELLANEOUS

     The Borrower shall supply to the Facility Agent in sufficient copies for
     all the Lenders:

     (a)  all documents dispatched by the Borrower to its shareholders or its
          creditors generally at the same time as they are dispatched;

     (b)  promptly after the fifth anniversary of the Initial Utilisation any
          information available to the Borrower requested by the Facility Agent
          in respect of Wagon PLC and any of the Tenants;

     (c)  promptly upon becoming aware of them, the details of any litigation,
          arbitration or administrative proceedings which are current,
          threatened in writing or pending against the Borrower, and which
          would, if adversely determined, reasonably be expected to have a
          Material Adverse Effect; and

     (d)  promptly, such further information regarding the financial condition,
          business and operations of the Borrower as any Finance Party (through
          the Facility Agent) may reasonably request (including, without
          limitation, all information and documents as maybe required under
          Sections 13, 13 (a) and 18 of the German Banking Act (Gesetz uber das
          Kreditwesen)).

19.6 NOTIFICATION OF DEFAULT

     (a)  The Borrower shall notify the Facility Agent of any Default (and the
          steps, if any, being taken to remedy it), including, but not limited
          to, any breach of the Borrower or any of the Tenants related to
          environmental issues, promptly upon becoming aware of its occurrence.

     (b)  The Borrower shall inform the Facility Agent no later than five (5)
          Business Days before each Interest Payment Date of any breach of Lease
          Obligations Covenant.

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                                                                              60


     (c)  Promptly upon a reasonable request by the Facility Agent, the Borrower
          shall supply to the Facility Agent a certificate signed by two of its
          managers or senior officers on its behalf certifying without personal
          liability except for any damage caused by such manager's or senior
          officer's wilful misconduct (Vorsatz) that no Default is continuing
          (or if a Default is continuing, specifying the Default and the steps,
          if any, being taken to remedy it).

     (d)  The Borrower shall notify the Facility Agent of any material event
          promptly upon becoming aware of its occurrence.

19.7 "KNOW YOUR CUSTOMER" CHECKS

     (a)  The Borrower shall promptly upon the reasonable request of the
          Facility Agent or any Lender supply, or procure the supply of, such
          documentation and other evidence as is reasonably requested by the
          Facility Agent (for itself or on behalf of any Lender) or any Lender
          (for itself or on behalf of any prospective New Lender) in order for
          the Facility Agent, such Lender or any prospective New Lender to carry
          out and be satisfied with the results of all necessary "know your
          customer" or other checks in relation to any Finance Documents.

     (b)  Each Lender shall promptly upon the request of the Facility Agent
          supply, or procure the supply of, such documentation and other
          evidence as is reasonably requested by the Facility Agent (for itself)
          in order for the Facility Agent to carry out and be satisfied with the
          results of all necessary "know your customer" or other checks in
          relation to any such Finance Documents.

20.  TENANT COVENANT

     From the fifth anniversary of the Initial Utilisation Date until the Final
     Repayment Date the Borrower shall inform the Facility Agent no later than
     five (5) Business Days before each Interest Payment Date that

     (a)  Wagon PLC has an EBITDA Margin of at least 7 per cent and the
          financial ratio of Net Debt to EBITDA does not exceed 3.0; and

     (b)  Full Occupancy is fulfilled.

21.  CONTROL ACCOUNTS

     The undertakings in this Clause 21 (Control Accounts) remain in force from
     the date of this Agreement for so long as any amount is outstanding under
     the Finance Documents or any Commitment is in force.

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                                                                              61


21.1 DESIGNATION OF CONTROL ACCOUNT

     (a)  The Borrower shall on or prior to the Initial Utilisation Date, open
          and maintain in its name with the designated branches of an Account
          Bank a current account designated "Proceeds Account".

     (b)  The Borrower may only with the prior written consent of the Facility
          Agent, maintain any other account with any bank or financial
          institution, such consent not to be unreasonably withheld and provided
          that such other accounts will not go in any overdraft, except for

          (i)  tenant deposit accounts (Mietkautionskonten) for the sole purpose
               of collecting rent deposits (Mietkautionszahlungen) of tenants;
               and

          (ii) an account with Bank of America, account number 18874014 sort
               code 50010900, which shall be opened and maintained by the
               Borrower and to which only any surplus pursuant to Clause 21.4
               (b)(vii)(4) (Proceeds Account) shall be paid. The Borrower must
               ensure that such account does not go into overdraft.

21.2 ACCOUNT BANK

     (a)  If the Facility Agent so reasonably requires or the Borrower so
          requests and the Facility Agent consents (such consent not to be
          unreasonably withheld or delayed), an Account Bank shall (as soon as
          practicable after the requirement or request):

          (i)  be changed to another Account Bank; or

          (ii) change its designated branch to another branch of the Account
               Bank in Germany.

     (b)  The Borrower shall do all such things as the Facility Agent reasonably
          requests in order to facilitate any such change of Account Bank
          (including, without limitation, the execution of bank mandate forms).

     (c)  If at any time the rating of any account-holding bank falls below a
          minimum rating of A-1+ from Standard & Poor's Rating Services, a
          division of The McGraw Hill Companies Inc., P1 (short term) and Aa3
          (long-term) from Moody's Investors Service, Inc. and F 1+ (short term)
          from Fitch Ratings Ltd. the Borrower will notify the Security Agent
          and procure that, within thirty (30) days of any of them becoming
          aware of that rating downgrade another Account Bank will be appointed
          in accordance with this Clause 21.2 (Account Bank).

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                                                                              62


21.3 PAYMENTS INTO THE PROCEEDS ACCOUNT

     (a)  The Borrower will ensure that the Rental Income is paid directly and
          promptly by each Tenant into the Proceeds Account.

     (b)  Subject to Clause 8.6 (Mandatory Prepayments) the Borrower will ensure
          that the Disposal Proceeds, the Acquisition Proceeds and the Insurance
          Proceeds (to the extent not directly paid to the Tenants or to be
          applied towards the restoration of the Properties pursuant to the
          respective Lease Agreement) are paid directly into the Proceeds
          Account.

     (c)  To the extent Insurance Proceeds shall be applied towards the
          restoration of the Properties pursuant to the respective Lease
          Agreement, the Borrower will ensure that such Insurance Proceeds are
          paid into an account pledged with a first rank in favour of the
          Finance Parties and which shall become a Control Account. After
          consultation with the Facility Agent, the Borrower shall be entitled
          to transfer any monies standing to the credit of such account to third
          parties for the discharge of debt incurred, resulting from the
          restoration of the Properties.

     (d)  If any Tenant of any part of the Properties sends a cheque (or
          otherwise makes one payment) to the Borrower which includes a sum in
          respect of Rental Income, that cheque or payment must be paid into the
          Proceeds Account.

     (e)  The Borrower will ensure that any other amount not listed in lit. (b)
          - (c) above that is paid to the Borrower and relating to the
          Properties is paid directly and without undue delay into the Proceeds
          Account.

     (f)  The Borrower shall deliver within five (5) Business Days after the
          Initial Utilisation Date, to all Tenants a written notification
          instructing them to pay their rent and other payments under the
          relevant Lease directly into the Proceeds Account of the Borrower
          provided that such notification shall not be necessary if the tenants
          had previously been instructed to pay their rent into the Proceeds
          Account, as the case may be.

21.4 PROCEEDS ACCOUNT

     (a)  The Facility Agent shall have sole signing rights (alleinige
          Zeichnungs- und Verfugungsbefugnis) on the Proceeds Account. The
          Borrower shall grant the Facility Agent an irrevocable order of
          authority (unwiderrufliche Kontovollmacht) including the right to
          grant a secondary power of attorney (Untervollmacht).

     (b)  On each Interest Payment Date and on the Final Repayment Date the
          Facility Agent shall withdraw such amount standing to the credit of
          the Proceeds Account as it is necessary for the application in or
          towards (and in the order of) the following:

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                                                                              63


          (i)  first, payment of all Break Costs due from the Borrower;

          (ii) second, payment of all other costs, fees and expenses due and
               payable to the Finance Parties;

          (iii) third, payment of:

               (1)  first, the payments due and payable pursuant to Clause 15.5
                    (Fixed Rate Breakage Amount Indemnity); and

               (2)  second, the payments due and payable pursuant to Clause 7
                    (Repayment), including, but not limited to, scheduled
                    repayments;

          (iv) fourth, in and towards payment pro rata of all accrued interest
               due but unpaid under the Finance Documents;

          (v)  fifth, payment of:

               (1)  first, the mandatory prepayment of the Loans in inverse
                    order of maturity as may be required pursuant to Clause 8.6
                    (Mandatory prepayments);

               (2)  second, all amounts then due and payable under Clause 12.4
                    (Prepayment Fee);

               (3)  third, all amounts then due and payable under Clause 8.8(b)
                    (Restrictions); and

          (vi) sixth, all or part of the other Secured Obligations, including
               any default interest, then due and payable.

          (vii) seventh, any surplus, after all or part of the Secured
               Obligations due and payable have been irrevocably been paid or
               discharged, in full will be distributed on any Interest Payment
               date as follows:

               (1)  if a Default has occurred and is continuing and until the
                    Interest Payment Date immediately following the remedy of
                    the Default any surplus standing to the credit of the
                    Proceeds Account (including any amounts set out in Clause
                    15.5(b) (Fixed Rate Breakage Amount Indemnity)) shall, at
                    the Facility Agent's sole discretion, be retained in the
                    Proceeds Account and shall serve as additional cash
                    collateral for the repayment of the Secured Obligations;

               (2)  if the Lease Obligations Covenant is breached, the Facility
                    Agent may, until the Lease Obligations Covenant is remedied
                    on two (2) consecutive Interest Payment Dates, utilise 100
                    per cent. of the

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                                                                              64


                    surplus standing to the credits of the Proceeds Account
                    (including any amounts set out in Clause 15.5(b) (Fixed Rate
                    Breakage Amount Indemnity)) on that Interest Payment Date in
                    repayment of the Loans and of any other Secured Obligations
                    on a pro rata basis or as otherwise agreed between the
                    Facility Agent and the Borrower;

               (3)

                    (A)  if the Tenant Covenant is breached after 28 June 2013,
                         the Facility Agent may utilise 100 per cent. of the
                         surplus standing to the credits of the Proceeds Account
                         on that Interest Payment Date until the Interest
                         Payment Date immediately following the date on which
                         the Tenant Covenant is fulfilled on the basis of the
                         most recent published semi-annual unaudited or annual
                         audited financial statements of Wagon PLC in repayment
                         of the Loans and of any other Secured Obligations on a
                         pro rata basis or as otherwise agreed between the
                         Facility Agent and the Borrower;

                    (B)  if the Tenant Covenant is, following a breach of a
                         Tenant Covenant after 28 June 2013, fulfilled on an
                         Interest Payment Date immediately following the date on
                         which the Tenant Covenant is fulfilled on the basis of
                         the most recent published semi-annual unaudited or
                         annual audited financial statements of Wagon PLC, any
                         surplus standing to the credits of the Proceeds Account
                         shall, at the Facility Agent's sole discretion, be
                         retained in the Proceeds Account and shall save as
                         additional cash collateral of the Secured Obligations
                         until the Interest Payment Date immediately following
                         the date on which the Tenant Covenant is fulfilled on
                         the basis of the newly published semi-annual unaudited
                         or annual audited financial statements of Wagon PLC. If
                         the Tenant Covenant on such Interest Payment Date is
                         then fulfilled, any surplus, subject to the compliance
                         of the requirements set out in lit. (1) and (2) above,
                         may be transferred by the Facility Agent in accordance
                         with lit. (4) below;

                    (C)  if the Tenant Covenant is breached on such date, lit.
                         (A) shall apply.

               (4)  subject to the compliance with all representations,
                    warranties and undertakings and the non-occurrence of a
                    Default under any of the Finance Documents, any surplus
                    standing to the credit of the Proceeds

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                                                                              65


                    Account may be transferred by the Facility Agent, after
                    having received a respective written request from the
                    Borrower, such written request shall not be received by the
                    Facility Agent earlier than three (3) Business Days after
                    each Interest Payment Date.

21.5 CONTROL ACCOUNTS GENERALLY

     (a)  Each Control Account shall be denominated in euro.

     (b)  The Facility Agent shall have sole signing rights on the Proceeds
          Account.

     (c)  On the Final Repayment Date or upon any part of a Loan becoming
          immediately due and payable under this Agreement, the monies
          outstanding to the credit of each Control Account may be applied by
          the Facility Agent in or towards payment of the Secured Obligations.

     (d)  The Borrower must ensure that no Control Account goes in to overdraft.

     (e)  The Borrower must, within five (5) Business Days of any reasonable
          request by the Facility Agent, supply the Facility Agent with the
          following information in relation to any payment received in an
          Account:

          (i)  the date of payment or receipt;

          (ii) the payer; and

          (iii) the purpose of the payment or receipt.

     (f)  No Finance Party is responsible or liable to the Borrower for:

          (i)  any non-payment of any liability of the Borrower which could be
               paid out of moneys standing to the credit of a Control Account
               other to the extent such damage is incurred as a result of wilful
               misconduct (Vorsatz) or gross negligence (grobe Fahrlassigkeit)
               of such Finance Party; or

          (ii) any withdrawal wrongly made if made in good faith on the basis of
               written directions.

     (g)  The Borrower may pay to the Account Bank such reasonable transaction
          charges and other fees (in each case, consistent with the Account
          Bank's usual practice in relation to similar accounts) as the Borrower
          may from time to time agree with the Account Bank. No other charges or
          fees shall be payable to the Account Bank (in its capacity as such) in
          respect of the Proceeds Account.

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                                                                              66


     (h)  This Clause 21 (Control Account) does not limit or affect the
          Borrower's obligations to pay the Secured Obligations or to make
          voluntary or mandatory payments under the Finance Documents.

     (i)  The Borrower shall procure that the Account Bank waives its pledge
          arising out of its general business terms (AGB Pfandrecht) and any
          set-off and retention rights it might have in relation to the Proceeds
          Account.

22.  GENERAL UNDERTAKINGS

     The undertakings in this Clause 22 remain in force from the date of this
     Agreement for so long as any amount of the Secured Obligations is
     outstanding or any Commitment in force.

22.1 AUTHORISATIONS

     The Borrower shall promptly:

     (a)  obtain, comply with and do all that is necessary to maintain in full
          force and effect; and

     (b)  supply certified copies to the Facility Agent of,

     any Authorisation required under any law or regulation of its jurisdiction
     of incorporation to enable it to perform its obligations under the Finance
     Documents to which it is a Party and to ensure the legality, validity,
     enforceability or admissibility in evidence in its jurisdiction of
     incorporation of any Finance Document.

22.2 COMPLIANCE WITH LAWS

     The Borrower shall comply, or cause Tenant to comply, in all respects with
     all laws to which it may be subject, if failure to so comply would
     materially impair its ability to perform its obligations under the Finance
     Documents.

22.3 LOAN TO VALUE

     The Borrower shall ensure that the aggregate sum of the Loans at any time
     does not exceed

     (a)  prior to the second anniversary of the Initial Utilisation Date 60 per
          cent,

     (b)  after the second and prior to the date of 30 March 2013, 55 per cent,
          and

     (c)  after 30 March 2013, 50 per cent

     of the Market Value at that time as recorded in the then most recent Market
     Valuation.

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22.4 NEGATIVE PLEDGE

     (a)  The Borrower shall not create or permit to subsist any Security over
          the whole or any part of its assets.

     (b)  Paragraph (a) above does not apply to:

          (i)  any Security which is to be irrevocably discharged or released in
               full on the Initial Utilisation Date;

          (ii) any Security arising by operation of law in the ordinary course
               of the Borrower's business (including retention of title
               arrangements) and securing amounts exceeding not more than an
               aggregate amount of EUR 100,000 overdue;

          (iii) any Security created in the general business conditions
               (Allgemeine Geschaftsbedingungen) of an Account Bank where an
               account is held provided that such Account Bank has waived its
               first ranking account pledge in its favour;

          (iv) the Transaction Security;

          (v)  any lien permitted under section 1136 of the German Civil Code
               (Burgerliches Gesetzbuch);

          (vi) the land charge in favour of the City of Nagold over EUR
               102,258.37 (DEM 200,000); and

          (vii) any other Security granted by the Borrower with the prior
               written consent of the Facility Agent.

22.5 DISPOSALS

     (a)  The Borrower or any of the Shareholders shall not enter into a single
          transaction or a series of transactions (whether related or not) and
          whether voluntary or involuntary, to sell, lease, transfer or
          otherwise dispose of the whole or any part of its assets.

     (b)  Paragraph (a) above does not apply to:

          (i)  any sale, lease, transfer or other disposal:

               (1)  under any Lease entered into by the Borrower in accordance
                    with Clause 23.2 (Leases);

               (2)  which is a Permitted Disposal;

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                                                                              68


               (3)  in case of a compulsory purchase of any part of any
                    Property, if, in the opinion of the Facility Agent, the
                    Initial Market Value of the Properties is not materially
                    affected and the Loan to Value Ratio on the Interest Payment
                    Date immediately following the date on which the Facility
                    Agent has received notice of such compulsory purchase could
                    be more than the then applicable Loan to Value Ratio;

               (4)  which is permitted under Clause 22.4(b) (Negative Pledge);

               (5)  of assets (other than the Properties or parts thereof) in
                    the ordinary course of its business;

               (6)  made with the prior written consent of the Facility Agent;

               (7)  any compulsory purchase in accordance with Clause 23.7; and

          (ii) any disposal shall be permitted (a "PERMITTED DISPOSAL") provided
               that:

               (1)  in case of a disposal by the Borrower of its interest in the
                    Properties if

                    (A)  no Default is continuing or would occur following such
                         disposal or, if a Default is continuing, such Default
                         will be remedied by such disposal by repayment of 100
                         per cent of the Secured Obligations; and

                    (B)  all of the Properties are being disposed of on arm's
                         length terms to a bona fide third party purchaser;

                    (C)  the Borrower gives at least five (5) Business Days'
                         prior notice of such Disposal;

                    (D)  the Facility Agent is satisfied that the Net Disposal
                         Proceeds arising from the Disposal will not be less
                         than the aggregate of:

                         -  all Secured Obligations outstanding;

                         -  the amount certified by the Borrower (on the basis
                            of its professional tax advice which shall be copied
                            to the Facility Agent, if the Facility Agent so
                            requires) as being the aggregate liability to Tax of
                            Borrower arising from the Disposal;

                         -  the Disposal Costs arising from the Disposal;

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                                                                              69


                         -  any sums which may become due and payable under
                            Clause 8.6 (Restrictions) as a result of the
                            prepayment to be made following the Disposal; and

                    (E)  the Net Disposal Proceeds are directly credited by the
                         Purchaser of the Properties into the Proceeds Account;

                    and the Borrower shall provide the Facility Agent with such
                    evidence of the relevant sums and calculations involved as
                    the Facility Agent may reasonably request; and

               (2)  in case of any disposal by the Shareholders of any of their
                    shares held in the Borrower, if

                    (A)  such Shares in the Borrower are transferred to any
                         member of the WP Carey Group; and

                    (B)  the "Know your customer" checks have been fulfilled to
                         the satisfaction of the Facility Agent.

22.6 FINANCIAL INDEBTEDNESS

     (a)  The Borrower shall not, without the prior written consent of the
          Facility Agent:

          (i)  permit any Financial Indebtedness to be outstanding to it by, or
               to make any other form of credit available to, any person;

          (ii) incur or have outstanding any Financial Indebtedness to any other
               person (including Affiliates); and

          (iii) pay or discharge (including, without limitation, by way of
               set-off or combination of accounts), or grant any guarantee,
               indemnity, bond, letter of credit or similar assurance against
               financial loss in support of, any indebtedness owed by it to any
               other person.

     (b)  The prior written consent of the Facility Agent is given to any
          Financial Indebtedness:

          (i)  incurred under the Finance Documents;

          (ii) owed by the Borrower to any Shareholder and/or any Junior
               Creditor if such Financial Indebtedness is subordinated to
               amounts owing to a Finance Party under the Finance Documents by
               the terms of the Subordination Agreement; or

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                                                                              70


          (iii) that arises as a normal trade  credit in the ordinary  course of
               the  Borrower's  business  and is not  outstanding  for more than
               thirty (30) days.

22.7 DISCHARGE OF EXISTING SECURITY

     The Borrower shall ensure that all prior ranking existing Security
     affecting the property shall be discharged.

22.8 MERGERS

     The Borrower shall not enter into any amalgamation, demerger, merger or
     corporate reconstruction other than with entities that are a part of the
     W.P. Carey Group provided that such other entity of the W.P. Carey Group
     has not any liabilities (whether actual or contingent and subject to a
     satisfactory "Know your customer" check by the Finance Parties).

22.9 CHANGE OF BUSINESS

     The Borrower shall only conduct the business of owning the Properties and
     managing them.

22.10 MATERIAL CONTRACTS

     The Borrower shall not amend or alter the terms of any contract to which it
     is a party with any entity outside of the W.P. Carey Group which creates
     liability in excess of EUR 100,000 without the prior written consent of the
     Facility Agent (not to be unreasonably withheld or delayed).

22.11 TRANSACTION DOCUMENTS

     (a)  The Borrower shall not amend, vary, forego or waive any material
          provision, right or condition arising in or under the Transaction
          Documents or agree to do any of those things, without the prior
          written consent of the Facility Agent (acting reasonably).

     (b)  The Borrower shall exercise its rights and comply with its material
          obligations under the Transaction Documents referred to in paragraph
          (a) above in a commercially reasonable manner.

22.12 CENTRE OF MAIN INTERESTS

     The Borrower shall not be permitted to move its centre of main interests to
     any jurisdiction other than its jurisdiction of incorporation.

22.13 TAXES

     The  Borrower shall:
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                                                                              71


     (a)  maintain its tax residence solely in the state of Delaware, U.S.A.;

     (b)  ensure that all Taxes payable by, or assessed upon, it are paid when
          due except to the extent that they are contested in good faith and by
          appropriate means and an adequate reserve has been set aside with
          respect to the unpaid Tax;

     (c)  ensure that input VAT (Vorsteuer) in future will not have been repaid
          in whole or in part pursuant to Section 15 a of the German VAT Act
          (Umsatzsteuergesetz) without the Facility Agent's prior written
          consent;

     (d)  comply, within all applicable time limits, with the requirements to
          make, deliver or amend returns (including company tax returns)
          required to be made by it to any Tax Authority;

     (e)  ensure that no tax losses belonging to it or tax reliefs available to
          it are surrendered, waived or otherwise disposed of without the
          Facility Agent's prior written consent;

     (f)  ensure that no latent capital gains tax liability of the Borrower is
          triggered or realised, whether by reason of capital gains tax
          degrouping or for any other reason; and

     (g)  not implement any measure which limits or excludes the deductibility
          of interest expenses for German corporate income tax purposes.

     (h)  Ensure that the annual amount of interest expenses which are not
          deductible for German corporate income tax purposes will not exceed
          the amounts mentioned in Clause 18.7 (c) (Deduction of Tax / Interest
          Barrier Rules).

22.14 VAT

     The Borrower shall not form or be a member of any VAT group.

22.15 DISTRIBUTIONS

     (a)  The Borrower shall not declare or pay any dividends or interest on
          unpaid dividends or distributions, fees or expenses in the nature of
          or intended to act as a distribution to any of the Shareholders or any
          of its Affiliates or make any payments in respect of Financial
          Indebtedness subordinated under the Subordination Agreement only in
          accordance with the Subordination Agreement.

     (b)  Paragraph (a) shall not apply to the payment of any dividend,
          distribution, fee, interest, loan repayment or expenses paid out of
          the Proceeds Account if no Default is outstanding and the payment is
          made in accordance with Clause 20.5 (Proceeds Account) this Agreement.

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                                                                              72


22.16 SHARE CAPITAL

     (a)  The Borrower shall not without the prior consent of the Facility
          Agent:

          (i)  redeem, reduce, repurchase, defease, retire or repay any of its
               share capital or resolve to do so;

          (ii) issue any limited liability company interests, stock, share,
               debenture or other securities to any person unless such shares
               are issued by the Borrower and the Shareholders of the Borrower
               subscribes all such new Shares by injecting new equity or other
               cash contribution of the Shareholders; or

          (iii) subscribe for or otherwise acquire any limited liability company
               interests, stock or share which is only partly paid up or in
               respect of which the company which issued that stock or share has
               any call or lien.

     (b)  The Borrower shall pay on the same becoming due all calls or other
          payments which may be or become due in respect of any shares held by
          it.

22.17 SECURITISATION AND SYNDICATION

     (a)  Assignments by the Lenders:

          (i)  A Lender may assign any of its rights to any European
               securitisation vehicle or enter into any synthetic securitisation
               arrangement in connection therewith.

          (ii) The consent of the Borrower and the Finance Parties is hereby
               irrevocably given to such an assignment.

     (b)  The Borrower agrees to:

          (i)  co-operate with the Finance Parties to facilitate the rating of
               any Lender's interest in any of the Finance Documents by
               internationally recognised ratings agencies nominated by the
               Finance Party concerned; and

          (ii) provide such information as any Finance Party may reasonably
               require in connection with the sale and transfer of a Lender's
               interest in any of the Finance Documents in connection with any
               securitisation of this Facility whether alone or in conjunction
               with any other loan or loans, including any information that
               needs to be disclosed in any prospectus and/or to any
               internationally recognised ratings agency and its professional
               advisers;

          in each case, in connection with the assignment, transfer or disposal
          of a Lender's interest in any of the Finance Documents in relation to
          any securitisation of all or

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                                                                              73


          part of the Facility whether alone or in conjunction with any other
          loan or loans, but with no cost for the Borrower.

22.18 SECURITISATION AND TRANCHING

     (a)  The Lenders shall have the right, as amongst themselves to subdivide,
          split, sever or modify the whole or any part of the Facility or any of
          them as provided in Clause (b) below.

     (b)  The Lenders may:

          (i)  cause the whole and/or any part or parts of the Facility and/or
               the related Security Documents to be split and/or subdivided into
               one or more different and separate parts or tranches (whether
               being of equal or unequal principal amounts having the same or
               different interest rates and/or margins and whether, as between
               themselves, ranking in priority, on a pari passu basis or
               otherwise) each such part or tranche being a "TRANCHE";

          (ii) apportion and/or prioritise the security created by the Security
               Documents as between each individual Tranche;

          (iii) apportion any principal instalment as between each individual
               Tranche; and

          (iv) adjust or modify, waive or release any undertaking or other
               provision of this Agreement and/or any Security Document as
               necessary to give effect to any such splitting or sub-division or
               the stand alone nature of the Loan.

     (c)  The Borrower shall (and shall use its reasonable endeavours to ensure
          that each Shareholder and each Junior Creditor shall):

          (i)  at the request and cost of the Lenders agree actively to
               co-operate with the Lenders and to provide and give reasonable
               representations in relation to such information and execute such
               documents as the Lenders may reasonably request in connection
               with any sale or transfer of the whole or any part of any
               Lenders' Commitment in the Facility or any other part of the
               Lenders' interest in the Facility and/or any of the Financing
               Documents in connection with any securitisation, syndication or
               other transfer of these Facility or the whole or any part of any
               Lenders' Commitment in the Facility, including the listing of
               notes on any recognised stock exchange and any dealings with any
               competent listing or regulatory authority relating thereto
               whether alone or in conjunction with any other facility or
               facilities;

          (ii) in connection with any such securitisation, syndication or other
               transfer, acknowledge that a Lender may procure that
               internationally recognised rating agencies and legal counsel
               review the Facility and the Finance Documents;

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                                                                              74


          (iii) at the request and cost of such Finance Party agree to
               co-operate with such review and to make any necessary prudent
               modifications to the Finance Documents that the Facility Agent
               proposes in relation to such securitisation, syndication or other
               transfer, PROVIDED THAT such modifications are not material, do
               not relate to the fees or overall amount of interest payable in
               respect of the Facility and the financial terms of the Facility
               remain unchanged; and

          (iv) shall, at the request and cost of the Lenders, enter into such
               further documentation or agreements (including but not limited to
               further Finance Documents, Security Documents, intercreditor or
               priority agreements, and transfer documents) as the Lenders
               and/or the Facility Agent may reasonably request and as agreed
               with the Borrower.

     (d)  Any such transfer, assignment, novation and any associated request or
          requirement of the Lenders and/or the Facility Agent pursuant to
          Clause (c) above shall be subject to the following conditions:

          (i)  no change in tenor, and overall amount of the Facility being
               imposed on any provider of Security;

          (ii) no change in the timing of any interest or principal repayments
               by the Borrower;

          (iii) no change in any undertaking given by a provider of Security
               under any Finance Document which may have an adverse effect on
               any provider of Security under any Finance Document;

          (iv) any provider of Security and the Borrower being reimbursed any
               additional costs in such regard and the legal, tax and financial
               situation of the Borrower is not adversely affected; and

          (v)  after such transfer, assignment, novation, split, sub-division or
               other amendment contemplated by this Clause 22.18 (Securitisation
               and Tranching) the weighted average of interest rate attributable
               to each Tranche shall be no greater than the overall interest
               rate attributable to the Facility prior to the same to the extent
               that the amount of interest, principal repayments and/or fees
               payable by the Borrower pursuant to this Agreement shall not (in
               aggregate) exceed the amount of the same which would have been
               payable had no such transfer, assignment, novation, split,
               sub-division or other amendment taken place.

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                                                                              75


22.19 CONDUCT OF BUSINESS

     (a)  The Borrower shall not trade or carry on any business, or incur any
          liabilities, other than the business of disposing, marketing, managing
          and owning the Properties consistent with the terms of the provision
          of the Finance Documents.

     (b)  The Borrower shall conduct its business in a reasonable and prudent
          matter and in accordance with its constitutional documents and the
          Finance Documents.

     (c)  The Borrower will, save as otherwise expressly permitted under the
          terms of this Agreement:

          (i)  maintain its accounts, books and records separately from any
               other person;

          (ii) maintain separate accounts and financial statements, provided
               that the Borrower may consolidate its financial statements with
               its parent companies;

          (iii) not commingle its assets with those of any other;

          (iv) conduct its business in its own name;

          (v)  only enter into transactions in accordance with the Finance
               Documents, in good faith for its own benefit and on arm's length
               terms,

          (vi) discharge all obligations and liabilities due and owing by it
               from its own funds;

          (vii) not acquire or allowed to be transferred to it any obligations
               or securities of its Shareholders;

          (viii) use its own invoices and not those of any other person; and

          (ix) hold itself out as a separate entity.

22.20 NO EMPLOYEES

     The Borrower shall not at any time have any employees.

22.21 PARI PASSU RANKING

     Its payment obligations under the Finance Documents will always rank at
     least pari passu with the claims of all its other unsecured and
     unsubordinated creditors, except for obligations mandatorily preferred by
     law applying to companies generally.

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                                                                              76


22.22 OWNERSHIP OF THE BORROWER

     Subject to Clause 22.5(b)(ii)(2) (Disposals), the entire issued share
     capital of the Borrower will be legally and beneficially owned and
     controlled by the Shareholders unless the prior written consent of the
     Lenders approve any sale of the Shares to a third party or as permitted
     under this Agreement.

22.23 INVESTMENTS

     The Borrower will not:

     (a)  acquire directly or indirectly (whether by one transaction or by a
          series of related transaction) any interest whatsoever in the share
          capital (or equivalent) or the business or undertaking (including
          without limitation, any franchise rights) or assets constituting a
          separate business or undertaking of any person;

     (b)  acquire any company, business or undertaking; or

     (c)  make any other investment or otherwise acquires any document
          evidencing Financial Indebtedness, loan stock or other securities,

     unless otherwise approved in writing by the Majority Lenders (such approval
     not to be unreasonably withheld).

22.24 NO OTHER CAPITAL EXPENDITURE

     The Borrower shall not carry out any other capital expenditure other than
     the Capex Costs unless it is funded out of equity and material liability
     may arise out of them exceeding an aggregate amount of EUR 100,000.

23.  PROPERTY UNDERTAKINGS

     The undertakings in this Clause 23 remain in force from the date of this
     Agreement for so long as any amount of the Secured Obligations is
     outstanding or any Commitment is in force.

23.1 TITLE

     The Borrower shall:

     (a)  observe and perform all restrictive and other covenants, stipulations
          and obligations now or at any time affecting the Properties insofar as
          the same are subsisting and are capable of being enforced;

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                                                                              77


     (b)  duly and diligently enforce all restrictive or other covenants,
          stipulations and obligations benefiting the Properties and not waive,
          release or vary (or agree to do so) the obligations of any other party
          thereto; and

     (c)  promptly take all such steps (including, without limitation, the
          execution, completion and delivery of documentation, returns, forms
          and certificates; the answering of any questions or correspondence
          from any Tax Authority or any land registry; the payment of any fees,
          penalties, tax and interest), as may be necessary or desirable to
          enable the Security expressed to be created by the Finance Documents
          and its title to the relevant Properties to be validly registered at
          the competent land registry.

23.2 LEASES

     (a)  Subject to paragraphs (b) and (d) below and except as permitted under
          the applicable Lease, the Borrower shall not, without the prior
          written consent of the Facility Agent (such consent not to be
          unreasonably withheld or delayed):

          (i)  enter or agree to enter into any new Lease save pursuant to an
               agreement for lease;

          (ii) agree to any amendment, waiver or surrender in respect of any
               Lease other than the amendments contemplated in the Sale and
               Purchase Agreement;

          (iii) agree to any sublease to be entered between any of the Tenants
               and a third party (other than a sublease to an Affiliate of a
               Tenant) in respect of a Property;

          (iv) consent to any assignment of any tenant's interest under any
               Lease except as required under the applicable Lease;

          (v)  waive, release, forfeit or exercise any right of re-entry or vary
               any obligation under, or the terms of, or exercise any option or
               power to break, determine or extend, any Lease; or

          (vi) accept or permit the surrender of all or any part of any Lease.

     (b)  The Borrower shall notify the Facility Agent upon any proposed action
          set out in paragraph (a) and the Facility Agent shall respond within
          fifteen (15) Business Days following the receipt of such notice. If
          the Facility Agent considers the proposed action sufficiently complex
          (acting reasonably), the Facility Agent and the Borrower shall agree
          upon such longer period as the Facility Agent deems necessary.

     (c)  Paragraph (a) does not apply to any replacement of any of the Tenants
          as lessee under the respective lease agreement or to any sub-lease
          agreements, if:

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                                                                              78


          (i)  in respect of sub-leases, the respective sub-lease agreements do
               not exceed 25 % of the aggregate amount of Rental Income in
               respect of such Property received by such Tenant during the
               immediately preceding Interest Period; or

          (ii) in respect of new lease agreements,

               (1)  the new lease agreement to be entered into is in all
                    material respects, including, but not limited to, the term
                    of the lease, the net rental income deriving out of such
                    lease, identical to the Lease with the Tenants; and

               (2)  the Borrower has notified the Facility Agent at least twenty
                    (20) Business Days prior to the signing of such new lease
                    agreement.

     (d)  The Borrower shall

          (i)  diligently collect all Rental Income payable under each Lease;

          (ii) use commercially reasonable endeavours of a prudent merchant
               (ordentlicher Kaufmann) to enforce the tenant's obligations under
               each Lease (including the enforcement of any related guarantee);
               and

          (iii) duly and diligently implement the provisions of any Lease
               (including any provision for the review of the rents thereby
               reserved).

23.3 ENVIRONMENTAL COMPLIANCE

     (a)  The Borrower shall comply, or shall cause the Tenant to comply, in all
          material respects with all Environmental Law and obtain and maintain
          any Environmental Permits and take all reasonable steps in
          anticipation of known or expected future changes to or obligations
          under the same.

     (b)  The Borrower shall promptly implement, or shall cause the Tenant to
          implement, (and, in any event, within any time period stipulated in
          any Environmental Report) all steps recommended to be implemented
          under any such Environmental Report and under any official decree and
          notify the Facility Agent when all such steps have been implemented
          fully.

     (c)  The Borrower shall inform the Facility Agent in writing as soon as
          reasonably practicable upon becoming aware of the same:

          (i)  if any Environmental Claim has been commenced or (to the best of
               the Borrower's knowledge and belief) is threatened against the
               Borrower or any Tenant, or

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                                                                              79


          (ii) of any facts or circumstances which shall or are reasonably
               likely to result in any Environmental Claim being commenced or
               threatened against the Borrower or any Tenant.

23.4 VAT ELECTION

     The Borrower shall not, without the prior written consent of the Facility
     Agent:

     (a)  change the treatment of its services as exempt or taxable, for German
          value added tax purposes; or

     (b)  exercise any option, election or discretion to transfer or otherwise
          dispose of all or part of any right to credit or repayment in respect
          of any VAT from the relevant Tax Authority.

23.5 MARKET VALUATIONS

     (a)  The Borrower shall request the Valuer to promptly prepare and deliver
          to the Facility Agent a yearly desktop Market Valuation of the
          Properties to be provided on each anniversary of the Initial
          Utilisation Date of the Facilities.

     (b)  Subject to lit. (c) below, the Facility Agent may also, at any other
          time, request:

          (i)  the Valuer promptly to prepare and deliver to the Facility Agent
               a full Market Valuation of;

          (ii) the Valuer promptly to prepare and deliver to the Facility Agent
               a structural survey of; or

          (iii) the Borrower to ensure an environmental report is prepared in
               relation to,

          the Properties as the Facility Agent may direct. The cost of each such
          full Market Valuation, survey or report shall be borne by the Facility
          Agent unless such full Market Valuation, survey or report reveals an
          Event of Default which is continuing in which case the costs shall be
          borne by the Borrower.

     (c)  No later than ten (10) Business Days before the 30 March 2013, the
          Borrower shall request the Valuer to promptly prepare and deliver to
          the Facility Agent a full Market Valuation. The Borrower shall supply
          such full Market Valuation to the Facility Agent no later than ten
          (10) Business Days prior to the 30 March 2013. The costs of such full
          Market Valuation shall be borne by the Borrower.

     (d)  The Borrower shall supply to the Facility Agent promptly copies of all
          external valuations (including year end valuations) relating to the
          Properties or parts thereof.

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                                                                              80


23.6 INSURANCE

     (a)  The Borrower shall ensure to the satisfaction of the Facility Agent
          that the Tenants effect and maintain and that there is effected and
          maintained at all times with Zurich Insurance Company or a substantial
          and reputable insurance underwriter having a long term credit rating
          of at least A- from Standard & Poor's Rating Services, a division of
          the McGraw-Hill Companies Inc., and, in addition, either A3 (long
          term) from Moody's Investors Service, Inc. or, if the insurer does not
          possess such other rating, ensure that the insurer is a reputable
          insurance company and is authorised to underwrite insurances in
          Germany or otherwise acceptable to the Facility Agent (acting
          reasonably):

          (i)  an insurance in respect of the Properties, trade and other
               fixtures and fixed plant and machinery forming part of the
               Properties against loss or damage by fire, explosion, storm,
               tempest (including lightning), flood, earthquake, burst pipes,
               impact, heave, subsidence and (in peacetime) aircraft and other
               aerial devices and articles dropped from them, riot, civil
               commotion and malicious damage, impact by road vehicle and such
               other risks and contingencies as are insured in accordance with
               sound commercial practice in Germany or which the Facility Agent
               may direct from time to time to the full reinstatement value
               thereof with sufficient provision also being made for the cost of
               clearing the site and architects', engineers', surveyors' and
               other professional fees incidental thereto (together with
               provision for forward inflation) and the loss of Rental Income or
               prospective Rental Income for a period of not less than two (2)
               years and having regard to any potential increases in Rental
               Income or to the value of the Nagold Property as a result of
               reviews or resulting from Works performed in respect of the
               Nagold Property;

          (ii) an insurance against product and third party and public liability
               risks with a limit of not less than EUR 3,000,000; and

          (iii) any other insurance as the Borrower or the Facility Agent shall
               reasonably request which is applicable to commercial properties
               and constitutes a risk and an amount that it is usual business
               practice to insure against in Germany.

     (b)  The Borrower shall ensure at all times that all Insurance Policies
          contain a mortgagee clause whereby such Insurance Policy shall not be
          vitiated or avoided as against a mortgagee or security holder in the
          event of or as a result of any misrepresentation, act, neglect or
          failure to make disclosure on the part of the insured party (other
          than the Finance Parties) or any tenant or other insured party and a
          waiver of all rights of subrogation or a ny circumstances beyond the
          control of any insured party.

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                                                                              81


     (c)  The Borrower shall ensure at all times that all Insurance Policies
          contain terms providing that it shall not be invalidated so far as the
          Facility Agent is concerned for failure to pay any premium due without
          the insurer first giving to the Facility Agent not less than fourteen
          (14) days' written notice. The Borrower shall use its best endeavours
          that each relevant insurer will issue a certificate of third party
          interest in the insurance (Sicherungsbestatigung / Sicherungsschein)
          in favour of the Facility Agent confirming that the legal provisions
          set out in sections 94 and 142 to 149 of the German Insurance Contract
          Act (Versicherungsvertragsgesetz) apply to all kinds of property
          insurances.

     (d)  The Facility Agent may request the Borrower to provide it with details
          of any Insurance Policy and may, if it considers that the amount
          insured by, or the risks covered by, any such Insurance Policy are
          inadequate based upon reasonable standards of owners of similar
          commercial real estate in Germany, require the Borrower to increase
          the amount insured by, and/or amend the category of risks covered by,
          any such Insurance Policy to such extent and in such manner as the
          Facility Agent may consider appropriate but not exceeding the Market
          Value of the Properties and the Borrower shall promptly comply with
          such request.

     (e)  The Borrower shall:

          (i)  use all reasonable endeavours to ensure that there has been given
               to the Facility Agent such information in connection with, and
               copies of, the Insurance Policies as the Facility Agent may at
               any time require and shall notify the Facility Agent of renewals
               made and material variations or cancellations of Insurance
               Policies made or, to the knowledge of the Borrower, threatened or
               pending;

          (ii) not do or permit anything to be done which may make void or
               voidable any Insurance Policy; and

          (iii) ensure that each Tenant duly and punctually pays all premiums
               and other monies payable under all Insurance Policies and produce
               on yearly basis and for each renewal to the Facility Agent a copy
               or sufficient extract of every Insurance Policy together with the
               premium receipts or other evidence of the payment thereof.

     (f)  The Borrower shall at all times:

          (i)  ensure that each Insurance Policy (other than third party
               liability insurances) is in the name of the respective Tenant
               concerned (Versicherungsnehmer) and the Facility Agent on behalf
               of the Finance Parties as co-insured with the Facility Agent
               named as loss payee (Versicherter) within the meaning of Section
               74 et seq. of the German Insurance Contract Act

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                                                                              82


               (Versicherungsvertragsgesetz), (Versicherung fur fremde Rechnung)
               and shall ensure that either each Insurance Policy contains a
               provision under which the proceeds of the insurance are payable
               directly to the Proceeds Account or it irrevocable instructs the
               respective insurance company to transfer any proceeds payable
               under the respective Insurance Policy is directly paid into the
               Proceeds Account; and

          (ii) where any asset is for the time being insured otherwise than in
               the name of the Facility Agent and the respective Tenant (other
               than third party liability insurances), cause the interest of the
               Facility Agent to be noted or endorsed on the policy or policies
               of insurance relating thereto.

     (g)  If any Tenant does not comply with its obligations in respect of any
          Insurance Policy, the Facility Agent may (without any obligation to do
          so), after the Facility Agent has set down a twenty (20) Business
          Days' grace period, effect or renew any such Insurance Policy in its
          own name (and not in any way for the benefit of the Borrower or the
          respective Tenant) and the monies expended by the Facility Agent on so
          effecting or renewing any such insurance shall be reimbursed by the
          Borrower to the Facility Agent on demand. However, the Facility Agent
          shall not be required to set the grace period of twenty (20) Business
          Days if the Properties was underinsured or non-insured during such
          grace period.

23.7 COMPULSORY PURCHASE

     (a)  The Borrower shall promptly after becoming aware notify the Facility
          Agent if any part of the Properties is compulsorily purchased or the
          applicable governmental agency or authority makes an order for the
          compulsory purchase of the same.

     (b)  On receipt of such notice from the Borrower, the Facility Agent shall
          be entitled to request a revised Market Valuation of the Properties
          (the cost of any such Market Valuation shall be borne by the Borrower)
          ignoring that part being compulsorily purchased, for the purposes of
          Clause 22.3 (Loan to value).

23.8 REPAIR AND RECONSTRUCTION

     The Borrower shall ensure that each Tenant:

     (a)  repairs and keeps or causes each Tenant to repair and keep in good and
          substantial repair and condition the Properties and any other
          machinery and equipment forming part of the Properties and when
          necessary replaces the same by items of similar quality and value
          taking into account any Construction and Planning Law and Construction
          and Planning Permits;

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                                                                              83


     (b)  after being required to do so by the Facility Agent, makes good or
          causes each Tenant to make good within the time periods set forth in
          the applicable Lease, any want of repair in the Properties and any
          other machinery and equipment forming part of the Properties;

     (c)  reconstructs the Properties within the time periods and as provided in
          the applicable Lease in case of the occurrence of an event of force
          majeure; and

     (d)  promptly implements or causes each Tenant to implement in accordance
          with the applicable Lease (and, in any event, within any time period
          stipulated in any such structural survey) all steps recommended to be
          implemented under any structural survey referred to in the relevant
          reports set out in Schedule 2 (Conditions precedent) or requested in
          accordance with Clause 23.5(b)(ii) (Market Valuations) and notifies
          the Facility Agent when all such steps have been implemented fully.

23.9 ALTERATIONS

     The Borrower shall not and shall ensure that the Tenants, at any time,
     without the prior written consent of the Facility Agent:

     (a)  effect, carry out or permit any demolition, reconstruction or
          rebuilding of or any structural alteration to, or material change in
          the use of, the Properties or parts thereof; or

     (b)  sever, unfix or remove any of the fixtures (except for the purpose and
          in the course of effecting necessary repairs thereto or of replacing
          the same with new or improved models or substitutes) thereon belonging
          to or in use by the Borrower.

     (c)  Notwithstanding the paragraphs (a) and (b) above, the consent of the
          Facility Agent shall not be required to the extent the consent of the
          Landlord is not required for an alteration pursuant to Clause 10.3 of
          the applicable Lease.

23.10 NOTICES

     (a)  The Borrower shall promptly give full particulars (and if requested a
          copy of any written particulars received by the Borrower) to the
          Facility Agent of any notice, order, directive, designation,
          resolution or proposal having application to the Properties or to the
          area in which it is situate by any planning authority or other public
          body or authority under or by virtue of planning acts or any other
          statutory power or powers conferred by any other law; and

     (b)  if so required by the Facility Agent, the Facility Agent may at the
          cost of the Borrower take all reasonable or expedient steps (in the
          name of the Borrower or otherwise) to ensure compliance with any such
          notice or order and may at the cost of the Borrower make such
          objection or objections or representations against or in

<PAGE>

                                                                              84


          respect of any proposal for such a notice or order as the Facility
          Agent considers expedient.

23.11 PAY RENTS, CHARGES AND TAXES

     The Borrower shall and shall ensure that the Tenants punctually pay or
     cause to be paid and indemnify the Facility Agent on demand against all
     existing and future rents, Taxes, fees, renewal fees, charges, assessments,
     impositions and outgoings whatsoever whether imposed by deed or by statute
     or otherwise and whether in the nature of capital or revenue and even
     though of a wholly novel character which now or at any time during the
     continuance of the security constituted by or pursuant to this Agreement
     are payable in respect of the Properties or any part thereof.

23.12 REFURBISHMENT

     The Borrower shall and shall ensure that the Tenants without undue delay
     complete all pending refurbishment and reconstruction works at the
     Properties as agreed in any Lease in case pending refurbishment works have
     not been properly completed by the Sellers and have not been approved and
     signed off by the respective tenant upon completion.

23.13 SERVICE CHARGE EXPENSES

     The Borrower shall ensure that the Tenants promptly pay all Service Charge
     Expenses as set out in the Lease Agreements.

23.14 ENTRY AND POWER TO REMEDY BREACHES

     (a)  If, at any time, the Borrower fails, or is considered by the Facility
          Agent to have failed to have performed, any obligation under this
          Clause 23 (Properties undertakings), it shall be lawful for the
          Facility Agent (without any obligation to do so), if it gives the
          Borrower not less than thirty (30) Business Days' prior written
          notice, subject to the rights of Tenant under the Leases, to enter the
          Properties with or without agents appointed by it, architects,
          contractors, workmen and others as it may determine and execute such
          works and take such steps as may, in the opinion of the Facility
          Agent, be required to remedy or rectify any such failure and do or
          take any action on or in relation to the Properties as may in the
          opinion of the Facility Agent be required to remedy or rectify such
          failure.

     (b)  The reasonable fees, costs and expenses incurred by the Facility Agent
          for such works and taking such steps shall be reimbursed by the
          Borrower to the Facility Agent on demand.

     (c)  The exercise by the Facility Agent of its powers under this Clause
          23.13 (Entry and power to remedy breaches) shall not render any
          Finance Party liable to account as mortgagee in possession.

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                                                                              85


24.  CAPEX UNDERTAKINGS

     The undertakings in this Clause 24 (Capex Undertakings) remain in force
     from the date of this Agreement for so long as any amount of the Secured
     Obligations is outstanding or any Commitment is in force.

24.1 WORKS

     (a)  The Borrower shall diligently and expeditiously ensure the design,
          carrying out and completion of all Works by the Tenants pursuant to
          the respective Lease Agreements in accordance with (as applicable) the
          applicable plans, drawings, calculations, consents and specifications
          and otherwise in accordance with this Agreement, and (without limiting
          or derogating from the requirements of the plans, drawings,
          calculations, consents and specifications and this Agreement):

          (i)  in a good and workmanlike manner, using materials which are fit
               for their respective purposes, free from any latent or inherent
               defect (whether of design, workmanship or material); and

          (ii) at least in accordance with all relevant laws and regulations.

     (b)  In respect of any Works, the Borrower shall without undue delay
          (unverzuglich):

          (i)  obtain, or ensure the obtaining of all required consents so as to
               ensure the required Consents are in place as and when required
               for the purposes of the relevant Works and use its reasonable
               endeavours to ensure that each such consent is preserved and
               remains effective without material amendment for the benefit of
               the Works;

          (ii) in all material respects, comply, or ensure compliance with, all
               laws relating to the Works and all conditions attaching to any
               consent; and

          (iii) exercise its rights and comply in all material respects with its
               obligations under each Capex Document and use its reasonable
               endeavours to ensure that other exercise their rights and comply
               with their obligations under each Capex Document in a proper and
               timely manner.

     (c)  The Borrower shall not, except with the prior written consent of the
          Facility Agent enter into or agree to or permit to be agreed any
          amendment to any contract or budget in relation to any Works after the
          same shall have been approved in writing by the Facility Agent which
          is likely to have an adverse effect on

          (i)  the cost, size, specification, lay-out or quality of those Works;
               or

          (ii) the timing of completion of those Works.

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                                                                              86


24.2 CAPEX COSTS

     (a)  The Borrower and each of the Tenants shall not incur any cost or
          expense in connection with any Works which is not anticipated in the
          calculations and/or budgets except where the aggregate of such costs
          and expenses at any time does not exceed EUR 100,000 or if such costs
          are 100 % funded out of equity by the respective Tenant.

     (b)  The Borrower shall ensure prompt payment or funding, from sources
          other than the Capex Loans, but in compliance with the terms of this
          Agreement, all cost overruns.

     (c)  The Borrower shall ensure that costs and expenses in connection with
          Works over and above those financed by the Lender are funded in full
          by insertion of equity by the Shareholders, subordinated intercompany
          debt or the applicable Tenant.

25.  EVENTS OF DEFAULT

     Each of the events or circumstances set out in this Clause 25 (Events of
     Default) is an Event of Default.

25.1 NON-PAYMENT

     The Borrower or any Shareholder or Junior Creditor does not pay on the due
     date any amount payable pursuant to a Finance Document at the place and in
     the currency in which it is expressed to be payable unless

     (a)  in respect of any payment obligations set out in Clause 7, 8 and 9,
          its failure to pay is caused solely by an administrative or technical
          error in the transmission of funds and such failure is remedied in two
          (2) Business Days, or

     (b)  in respect of any other payment obligation not mentioned in (a), its
          failure is remedied in three (3) Business Days.

25.2 BREACH OF SPECIFIC UNDERTAKINGS

     (a)  The Borrower does not comply with Clauses 21 (Control Accounts)
          (unless any failure by the Borrower to perform or comply with that
          Clause is caused solely by the default on the part of the Facility
          Agent in applying proceeds standing to the credit of a Control Account
          in accordance with this Agreement), 22.3 (Loan to value) (subject to
          Clause 25.2 (b) below), 20.6 (Disposals), 22.6 (Financial
          Indebtedness), 22.15 (Distributions), 22.21 (Pari Passu Ranking) 23.2
          (Leases), 23.4 (VAT election), 23.5 (Market Valuations) and 23.6
          (Insurance) (other than those obligations referred to in Clause 25.1
          (Non-payment)).
<PAGE>

                                                                              87


     (b)  No Event of Default under Clause 22.3 (Loan to value) shall occur if
          the failure to comply is capable of remedy and is remedied on the
          immediately succeeding Interest Payment Date by means of

          (i)  cash equity contribution or shareholder loans by an Affiliate of
               the Borrower which are subordinated in accordance with the
               Subordination Agreement; or

          (ii) a cash deposit by the Borrower into a reserve account on terms
               satisfactory to the Facility Agent.

          However, the cure rights under this Clause 25 (b) (Breach of specific
          undertakings) may only be used not more than two (2) times (not two
          (2) consecutive times) throughout the term of this Agreement.

     (c)  Notwithstanding paragraph (b) above, no Event of Default shall under
          paragraph (a) above occur if the failure to comply is capable of
          remedy in the opinion of the Facility Agent and is remedied within
          twenty (20) days of the occurrence of such Event of Default.

25.3 ENCUMBRANCES OF THE PROPERTIES

     The Borrower creates or allows to exist a security interest over the
     Properties which is not permitted or only permitted pursuant to Clause
     22.4(b) (vi) (Negative pledge).

25.4 BREACH OF OTHER UNDERTAKINGS

     (a)  The Borrower or any Shareholder or any Junior Creditor does not comply
          with any material provision of the Finance Documents other than those
          referred to in Clauses 20 (Tenant Covenant), 25.1 (Non-payment), 25.2
          (Breach of specific undertakings) and 25.3 (Encumbrances of the
          Properties)).

     (b)  No Event of Default under paragraph (a) above shall occur if the
          failure to comply is capable of remedy in the opinion of the Facility
          Agent and is remedied within fifteen (15) Business Days of the
          Facility Agent giving notice to the Borrower or the Borrower becoming
          aware of the failure to comply.

25.5 MISREPRESENTATION

     Any material representation or statement made or deemed to be made by the
     Borrower, any Shareholder or any Junior Creditor in the Finance Documents
     or any other document delivered by or on behalf of the Borrower under or in
     connection with any Finance Document is or proves to have been incorrect or
     misleading in any material respect when made or deemed to be made unless
     the circumstances giving rise to the misrepresentation are capable of
     remedy and (i) except for Clause 18.7 (c) (Deduction of Tax / Interest
     Barrier Rules) are remedied within twenty (20) Business Days of the earlier
     of the Facility Agent

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                                                                              88


     giving notice of the misrepresentation and the Borrower or the respective
     Shareholder becoming aware of the misrepresentation, or, (ii) in case of
     Clause 18.7 (c) (Deduction of Tax / Interest Barrier Rules), if the
     thresholds set out in Clause 18.7 (c) (Deduction of Tax / Interest Barrier
     Rules) have been exceeded, the additional taxes triggered by the interest
     barrier rules have been financed upon request by the Facility Agent by
     equity contributions of an Affiliate of the Borrower, such equity
     contributions being subordinated in accordance with the Subordination
     Agreement.

25.6 CROSS-DEFAULT

     (a)  Any Financial Indebtedness of the Borrower, Shareholder or any Junior
          Creditor is not paid when due nor within any originally applicable
          grace period;

     (b)  any Financial Indebtedness of the Borrower, Shareholder or any Junior
          Creditor is declared to be or otherwise becomes due and payable prior
          to its specified maturity as a result of an event of default (however
          described),

     (c)  any commitment for any Financial Indebtedness of the Borrower,
          Shareholder or any Junior Creditor is cancelled or suspended by a
          creditor of the Borrower as a result of an event of default (however
          described);

     (d)  any creditor becomes entitled to declare any Financial Indebtedness of
          the Borrower, Shareholder or any Junior Creditor due and payable prior
          to its specified maturity as a result of an event of default (however
          described;

     unless the aggregate principal amount of Financial Indebtedness falling
     within (a) to (d) above is less than EUR 100,000.

25.7 INSOLVENCY

     (a)  The Borrower is unable or admits inability to pay its debts as they
          fall due, suspends making payments on any of its debts or, by reason
          of actual or anticipated financial difficulties, commences
          negotiations with one or more of its creditors with a view to
          rescheduling any of its indebtedness.

     (b)  The value of the assets of the Borrower is less than its liabilities
          (taking into account contingent and prospective liabilities).

     (c)  A moratorium is declared in respect of any indebtedness of the
          Borrower.

25.8 INSOLVENCY PROCEEDINGS

     Any corporate action, legal proceedings or other procedure or step is
     taken, or notice given, in relation to:

<PAGE>

                                                                              89


     (a)  the opening of insolvency proceedings, the suspension of payments, a
          moratorium of any indebtedness, winding-up, dissolution,
          administration or reorganisation (by way of voluntary arrangement,
          scheme of arrangement or otherwise) of, or the appointment of an
          administrator to the Borrower, voluntary or judicial liquidation,
          composition with creditors, reprieve from payment, controlled
          management, general settlement with creditors, reorganisation or
          similar law affecting the rights of creditors generally; or

     (b)  a composition, assignment or arrangement with any creditors of the
          Borrower; or

     (c)  the appointment of an insolvency administrator, a provisional
          liquidator, a liquidator, receiver, receiver or manager,
          administrative receiver, preliminary insolvency administrator,
          compulsory or interim manager or other similar officer in respect of
          the Borrower or any of its assets; or

     (d)  enforcement of any Security over any assets of the Borrower,

     or any analogous procedure or step is taken in any jurisdiction.

25.9 CREDITORS' PROCESS

     Any expropriation, attachment, sequestration, distress or execution affects
     any material asset or assets of the Borrower or any of the Shareholder and
     is not discharged within ten (10) days.

25.10 INSOLVENCY OF ANY OF THE TENANTS

     (a)  A Tenant is unable or admits inability to pay its debts as they fall
          due or is deemed to be or declared to be unable to pay its debts
          (including German law Zahlungsunfahigkeit in accordance with section
          17 of the German Insolvency Code (Insolvenzordnung) or insolvent or in
          a situation of impending illiquidity (drohende Zahlungsunfahigkeit) in
          accordance with section 18 of the German Insolvency Code
          (Insolvenzordnung) or overindebted (uberschuldet) in accordance with
          section 19 of the German Insolvency Code (Insolvenzordnung) or any
          similar concept under applicable law other than German law suspends
          making payments on any of its debts or, by reason of actual or
          anticipated financial difficulties, commences negotiations with one or
          more of its creditors with a view to rescheduling any of its
          indebtedness.

     (b)  The value of the assets of a Tenant is less than its liabilities
          (taking into account contingent and prospective liabilities).

     (c)  An application has been rejected on grounds of insufficiency of assets
          (including German law Abweisung mangels Masse) by a court or by direct
          application of the law in Germany or elsewhere for the winding-up,
          dissolution or administration of any of the Tenants.
<PAGE>

                                                                              90


     (d)  A moratorium is declared in respect of any indebtedness of a Tenant.

     (e)  A Tenant or any third party files for the opening of insolvency
          proceedings of such Tenant's assets or insolvency proceedings on the
          Tenant's assets are opened or dismissed for lacking assets.

25.11 INSOLVENCY OF WAGON PLC

     The Finance Parties shall act reasonably in making a decision of whether to
     declare a Default pursuant to this Clause 25.11 (Insolvency of Wagon PLC):

     (a)  Wagon PLC is unable or admits inability to pay its debts as they fall
          due, suspends making payments on any of its debts or, by reason of
          actual or anticipated financial difficulties, commences negotiations
          with one or more of its creditors with a view to rescheduling any of
          its indebtedness.

     (b)  The value of the assets of Wagon PLC is less than its liabilities
          (taking into account contingent and prospective liabilities).

     (c)  A moratorium is declared in respect of any indebtedness of any of the
          Tenants or of Wagon PLC.

25.12 COMPULSORY PURCHASE

     Any part or interest of the Borrower in the Properties is compulsorily
     purchased or is otherwise nationalised or otherwise expropriated unless
     otherwise permitted in this Agreement and subject to Clause 22.5 (b)(i)(3)
     (Disposals).

25.13 MAJOR DAMAGE

     The Properties or parts thereof are destroyed or otherwise damaged and the
     Facility Agent determines (acting reasonably) that such destruction or
     damage is not fully insured for full reinstatement value or which may
     result in any abatement of rent under any Lease which abatement the
     Facility Agent determines (acting reasonably) is not fully insured for a
     period of at least two (2) years.

25.14 CESSATION OF BUSINESS

     The Borrower ceases, or threatens to cease, to carry on a substantial part
     of its business except as a result of any Disposal permitted under this
     Agreement.

25.15 UNLAWFULNESS

     It is or becomes unlawful for the Borrower or any Shareholder or any Junior
     Creditor to perform any of its obligations under the Finance Documents or
     any Transaction Security

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                                                                              91


     created or expressed to be created or enhanced by the Security Documents
     ceases to be effective.

25.16 FINANCE DOCUMENTS

     Any Finance Document, the Sale and Purchase Agreement or any Transaction
     Security is not, or is alleged by any Party thereto (other than a Finance
     Party) not to be, binding on or enforceable against such Party or effective
     to create any Security intended or purported to be created by it.

25.17 REPUDIATION (ENDGULTIGE ERFULLUNGSVERWEIGERUNG)

     The Borrower, any of the Shareholders or any Junior Creditor repudiates a
     Finance Document or Sale and Purchase Agreement or evidences an intention
     to repudiate a Finance Document or Sale any Purchase Agreement.

25.18 TRANSACTION SECURITY

     (a)  The Borrower or any Shareholder fails to perform or comply with any of
          the obligations assumed by it under the Security Documents.

     (b)  At any time any of the Transaction Security is not or ceases to be
          legal, valid, binding or enforceable.

25.19 TERMINATION

     The Borrower or the any of the Shareholders suspends, terminates or cancels
     any Security or guarantee for whatever reason.

25.20 OWNERSHIP OF THE BORROWER

     All of the membership interests of the Borrower are not or ceases to be
     legally and beneficially owned and controlled by the Shareholders or by an
     entity fully controlled by the respective Shareholder except as a result of
     any disposal permitted under this Agreement, including a transfer to a
     member of the W.P. Carey Group pursuant to Clause 22.5 (Disposals)

25.21 TRANSFER OF OBLIGATIONS

     The Borrower assigns any of its rights or transfer any of its rights and
     obligations under the Finance Documents to a third party without the prior
     written consent of the Original Lender and except for any transfers of
     rights and obligations to a member of the W.P. Carey Group.

25.22 TAX AUTHORITY ASSESSMENTS

     Any tax authority assessment, which is reasonably likely to have a Material
     Adverse Effect.

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                                                                              92


25.23 MATERIAL ADVERSE EFFECT

     Any event or series of events occurs which gives rise to a Material Adverse
     Effect other than a breach of the Lease Obligations Covenant, the Tenant
     Covenant or the Loan to Value Covenant.

25.24 ACCELERATION

     On and at any time after the occurrence of an Event of Default which is
     continuing, the Facility Agent may, and shall, if so directed by the
     Majority Lenders, by notice to the Borrower:

     (a)  cancel the Total Commitments whereupon they shall immediately be
          cancelled;

     (b)  declare that all or part of the Loan, together with accrued interest,
          and all other amounts accrued or outstanding under the Finance
          Documents be immediately due and payable, whereupon they shall become
          immediately due and payable; and/or

     (c)  take any step to enforce or direct the Security Agent to enforce any
          Security, or exercise any rights, remedies and powers of the Finance
          Parties, under the Finance Documents.

26.  CHANGES TO FINANCE PARTIES

26.1 ASSIGNMENTS AND TRANSFERS BY THE LENDERS

     Subject to this Clause 26, a Lender (the "EXISTING LENDER") may:

     (a)  assign any of its rights; or

     (b)  assign and transfer or otherwise dispose of, any of its rights and
          obligations by way of assumption of contract (Vertragsubernahme),

     under the Finance Documents (including any Security created under the
     Finance Documents) to

     (a)  any of its subsidiaries;

     (b)  another bank or any other financial institutions; or

     (c)  to a new lender

     (the "NEW LENDER").

26.2 CONDITIONS OF ASSIGNMENT OR TRANSFER

     (a)  Such an assignment or disposal shall only be effective on:

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                                                                              93


          (i)  receipt by the Facility Agent of written confirmation from the
               New Lender (in form and substance satisfactory to the Facility
               Agent) (acting reasonably) that the New Lender shall assume the
               same obligations to the Finance Parties as it would have been
               under if it was the Existing Lender concerned and upon such
               assignment or disposal becoming effective, the assigning or
               disposing Lender will be relieved of its obligations under the
               Finance Documents to the extent assumed by the New Lender; and

          (ii) performance by the Facility Agent of all "know your customer" or
               other similar checks under all applicable laws and regulations in
               relation to such assignment to a New Lender, the completion of
               which the Facility Agent shall promptly notify to the Existing
               Lender and the New Lender.

     (b)  A transfer shall only be effective if the procedure set out in Clause
          26.4 (Procedure for transfer) is complied with.

     (c)  Nothing in any Finance Document shall be construed as prohibiting a
          Lender from creating Security over any or all of its rights under the
          Finance Documents (including any Security created under the Finance
          Documents) in favour of any person at any time.

     If:

     (d)  a Lender assigns or transfers any of its rights or obligations under
          the Finance Documents or changes its Facility Office; and

     (e)  as a result of circumstances existing at the date the assignment,
          transfer or change occurs, the Borrower would be obliged to make a
          payment to the New Lender, or the Lender acting through its new
          Facility Office, under Clause 13 (Tax gross-up and indemnities) or
          Clause 14 (Increased Costs),

     then the New Lender, or the Lender acting through its new Facility Office,
     is only entitled to receive payment under those clauses to the same extent
     as the Existing Lender, or Lender acting through its previous Facility
     Office, would have been if the assignment, transfer or change had not
     occurred and accordingly the Borrower shall not be obliged to make any
     payment to the New Lender or Lender acting through its new Facility Office
     under those clauses in excess of the payment that it would have had to make
     to the Existing Lender or Lender acting through its previous Facility
     Office if the assignment, transfer or change had not occurred.

26.3 LIMITATION OF RESPONSIBILITY OF EXISTING LENDERS

     (a)  Unless expressly agreed to the contrary, an Existing Lender makes no
          representation or warranty and assumes no responsibility to the New
          Lender for:

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                                                                              94


          (i)  the legality, validity, effectiveness, adequacy or enforceability
               of the Finance Documents or any other documents;

          (ii) the financial condition of the Borrower;

          (iii) the performance and observance by the Borrower of its
               obligations under the Finance Documents or any other documents;
               or

          (iv) the accuracy of any statements (whether written or oral) made in
               or in connection with any Finance Document or any other document,

          and any representations or warranties implied by law are excluded.

     (b)  Each New Lender confirms to the Existing Lender and the other Finance
          Parties that it:

          (i)  has made (and shall continue to make) its own independent
               investigation and assessment of the financial condition and
               affairs of the Borrower and its related entities in connection
               with its participation in this Agreement and has not relied
               exclusively on any information provided to it by the Existing
               Lender in connection with any Finance Document; and

          (ii) shall continue to make its own independent appraisal of the
               creditworthiness of the Borrower and its related entities whilst
               any amount is or may be outstanding under the Finance Documents
               or any Commitment is in force.

     (c)  Nothing in any Finance Document obliges an Existing Lender to:

     (d)  accept a re-transfer or re-assignment from a New Lender of any of the
          rights and obligations assigned, transferred or disposed of under this
          Clause 26; or

     (e)  support any losses directly or indirectly incurred by the New Lender
          by reason of the non-performance by the Borrower of its obligations
          under the Finance Documents or otherwise.

26.4 PROCEDURE FOR TRANSFER

     (a)  Subject to the conditions set out in Clause 26.2 (Conditions of
          assignment or transfer) a transfer (Vertragsubernahme) is effected in
          accordance with paragraph (c) below when the Facility Agent executes
          an otherwise duly completed Transfer Certificate delivered to it by
          the Existing Lender and the New Lender. The Facility Agent shall, as
          soon as reasonably practicable after receipt by it of a duly completed
          Transfer Certificate appearing on its face to comply with the terms of
          this Agreement and delivered in accordance with the terms of this
          Agreement, execute that Transfer Certificate.

<PAGE>

                                                                              95


     (b)  The Facility Agent shall only be obliged to execute a Transfer
          Certificate delivered to it by the Existing Lender and the New Lender
          once it is satisfied it has complied with all necessary "know your
          customer" or other similar checks under all applicable laws and
          regulations in relation to the transfer to such New Lender.

     (c)  On the Transfer Date:

          (i)  to the extent that in the Transfer Certificate the Existing
               Lender seeks to transfer its rights and obligations under the
               Finance Documents the Borrower and the Existing Lender shall be
               released from further obligations towards one another under the
               Finance Documents and its respective rights against one another
               shall be cancelled (being the "DISCHARGED RIGHTS AND
               OBLIGATIONS");

          (ii) the Borrower and the New Lender shall assume obligations towards
               one another and/or acquire rights against one another which
               differ from the Discharged Rights and Obligations only insofar as
               the Borrower and the New Lender have assumed and/or acquired the
               same in place of the Borrower and the Existing Lender;

          (iii) the Facility Agent, the Arranger, the Security Agent, the New
               Lender and the other Lenders shall acquire the same rights and
               assume the same obligations between themselves as they would have
               acquired and assumed had the New Lender been an Original Lender
               with the rights and/or obligations acquired or assumed by it as a
               result of the transfer and to that extent the Facility Agent, the
               Arranger, the Security Agent and the Existing Lender shall each
               be released from further obligations to each other under this
               Agreement; and

          (iv) the New Lender shall become a Party as a Lender.

26.5 COPY OF TRANSFER CERTIFICATE TO BORROWER

     The Facility Agent shall, as soon as reasonably practicable after it has
     executed a Transfer Certificate, send to the Borrower a copy of that
     Transfer Certificate.

26.6 DISCLOSURE OF INFORMATION

     Any Finance Party may disclose to any of its Affiliates and any other
     person:

     (a)  to (or through) whom that Finance Party assigns, transfers or disposes
          of (or may potentially assign, transfer or dispose) all or any of its
          rights and obligations under the Finance Documents;

     (b)  with (or through) whom that Finance Party enters into (or may
          potentially enter into) any sub-participation in relation to, or any
          other transaction under which payments

<PAGE>

                                                                              96


          are to be made by reference to, the Finance Documents including in
          connection with a proposed Securitisation including, but not limited
          to, any disclosure in a prospectus;

     (c)  which is a person in whose favour that Finance Party creates Security
          over its rights under or in connection with the Finance Documents in
          connection with a proposed Securitisation;

     (d)  which is an internationally recognised ratings agency where
          appropriate in connection with a proposed Securitisation;

     (e)  which is an agent or trustee of that Finance Party where appropriate
          in connection with a proposed Securitisation;

     (f)  who is an agent of, or professional and financial adviser to, that
          Finance Party or any person named in paragraphs (a) to (e) above;

     (g)  to whom, and to the extent that, information is required to be
          disclosed by any applicable law or regulation; or

     (h)  to any potential investor;

     any information about the Borrower, the Properties and the Finance
     Documents as it shall consider appropriate.

26.7 SYNDICATION

     The Borrower shall provide such information and reasonable assistance to
     the Facility Agent and the Arranger in the preparation of any information
     package and the primary syndication of the Facility on an assignment basis
     or on a sub-participation basis, prior or after the Facility Signing Date
     (including, without limitation, by making senior management available for
     the purpose of making presentations to, or meeting, potential lending
     institutions) and will comply with all reasonable requests for information
     from potential syndicate members prior to completion of syndication.

27.  CHANGES TO THE BORROWER

     The Borrower may not assign any of its rights or transfer any of its rights
     or obligations under the Finance Documents without the prior written
     consent of the Original Lender except for any transfers of rights and
     obligations (Vertragsubernahme) to another member of the W.P. Carey Group.

<PAGE>

                                                                              97


28.  ROLE OF THE FACILITY AGENT, THE SECURITY AGENT, THE ARRANGER AND THE
     SERVICER

28.1 APPOINTMENT OF THE FACILITY AGENT AND THE SECURITY AGENT

     (a)  Each other Finance Party appoints

          (i)  the Facility Agent to act as its agent and, where expressly
               stated in any Finance Document, its trustee under and in
               connection with the Finance Documents; and

          (ii) the Security Agent to act as its security agent and trustee (as
               far as applicable under German law as Treuhander)

     (b)  Each other Finance Party authorises the Facility Agent and the
          Security Agent to exercise the rights, powers, authorities
          and discretions specifically given to the Facility Agent and the
          Security Agent under or in connection with the Finance Documents
          together with any other incidental rights, powers, authorities and
          discretions.

     (c)  Each Finance Party releases the Facility Agent and the Security Agent
          from the restrictions set out in Section 181 of the German Civil Code
          (Burgerliches Gesetzbuch) to the extent legally permissible.

28.2 DUTIES OF THE FACILITY AGENT AND THE SECURITY AGENT

     (a)  The Facility Agent and the Security Agent shall promptly forward to a
          Party the original or a copy of any document which is delivered to the
          Facility Agent and the Security Agent for that Party by any other
          Party.

     (b)  Except where a Finance Document specifically provides otherwise,
          neither the Facility Agent nor the Security Agent is obliged to review
          or check the adequacy, accuracy or completeness of any document it
          forwards to another Party.

     (c)  If the Facility Agent or the Security Agent receives notice from a
          Party referring to this Agreement, describing a Default and stating
          that the circumstance described is a Default, it shall promptly notify
          the Finance Parties.

     (d)  If the Facility Agent is aware of the non-payment of any principal,
          interest, commitment fee, agency fee or other fee payable to a Finance
          Party (other than the Facility Agent, the Security Agent or the
          Arranger) under this Agreement it shall promptly notify the other
          Finance Parties.

     (e)  The Facility Agent's and the Security Agent's duties under the Finance
          Documents are solely mechanical and administrative in nature.

<PAGE>

                                                                              98


28.3 ROLE OF THE ARRANGER

     Except as specifically provided in the Finance Documents, the Arranger has
     no obligations of any kind to any other Party under or in connection with
     any Finance Document.

28.4 NO FIDUCIARY DUTIES

     (a)  Unless otherwise expressly stated in any Finance Document, nothing in
          this Agreement constitutes the Facility Agent, the Security Agent or
          the Arranger as a trustee or fiduciary of any other person.

     (b)  None of the Facility Agent, the Security Agent or the Arranger shall
          be bound to account to any Lender for any sum or the profit element of
          any sum received by it for its own account.

28.5 APPOINTMENT OF THE SERVICER

     (a)  Not later than the Securitisation of the Loan, each Finance Party may
          appoint without additional costs for the Borrower the Servicer to act
          as loan servicer on its behalf.

     (b)  Each Finance Party authorises the Servicer to act as its
          representative in connection with the Finance Documents and to
          exercise the power and authority specifically given to it under or in
          connection with the Finance Documents subject only to any express
          limitations notified to the Servicer, the Security Agent and the
          Facility Agent by any Lender.

     (c)  The Servicer shall promptly notify the Finance Parties by not less
          than five (5) Business Days' notice in advance of any change in the
          identity or contact details of the Servicer.

28.6 DUTIES OF SERVICER

     (a)  The Borrower shall be entitled to act on any instruction or notice
          reasonably believed to be issued by or on behalf of the Servicer as if
          issued by or on behalf of the Finance Parties and without prejudice to
          any defect in the appointment or authority of the Servicer.

     (b)  A Servicer may sub-contract or otherwise delegate all or some of its
          authority and power.

     (c)  The Borrower and the Finance Parties acknowledge the authority and
          power of the Servicer and of any person to whom any such authority or
          power is sub-contracted or delegated.

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                                                                              99


     (d)  Unless otherwise notified by the Facility Agent, the Borrower shall be
          entitled to act on any instruction or notice reasonably believed to be
          issued by or on behalf of the Servicer as if issued by or on behalf of
          the Finance Parties without prejudice to any defect in the appointment
          or authority of the Servicer.

28.7 BUSINESS WITH THE BORROWER

     The Facility Agent and the Arranger may accept deposits from, lend money to
     and generally engage in any kind of banking or other business with the
     Borrower or any of its Affiliates.

28.8 RIGHTS AND DISCRETIONS OF THE FACILITY AGENT AND THE SECURITY AGENT

     (a)  The Facility Agent and the Security Agent may rely on:

          (i)  any representation, notice or document believed by it to be
               genuine, correct and appropriately authorised; and

          (ii) any statement made by a manager, authorised signatory or employee
               of any person regarding any matters which may reasonably be
               assumed to be within his knowledge or within his power to verify.

     (b)  Each of the Facility Agent and the Security Agent may assume (unless
          it has received notice to the contrary in its capacity as agent or
          trustee for the Finance Parties) that:

          (i)  no Default has occurred (unless it has actual knowledge of a
               Default arising under Clause 25.1 (Non-payment)); and

          (ii) any right, power, authority or discretion vested in any Party to
               a Finance Document, the Lenders or the Majority Lenders has not
               been exercised,

     (c)  Each of the Facility Agent and the Security Agent may engage, pay for
          and rely on the advice or services of any lawyers, accountants,
          surveyors or other experts.

     (d)  Each of the Facility Agent and the Security Agent may act in relation
          to the Finance Documents through its personnel and agents.

     (e)  Each of the Facility Agent and the Security Agent disclose to any
          other Party any information it reasonably believes it has received as
          agent under this Agreement.

     (f)  Notwithstanding any other provision of any Finance Document to the
          contrary, none of the Facility Agent or the Security Agent or the
          Arranger is obliged to do or omit to do anything if it would or might
          in its reasonable opinion constitute a breach of any law or a breach
          of a fiduciary duty or duty of confidentiality.

<PAGE>

                                                                             100


28.9 DELEGATION

     (a)  The Security Agent may, at any time, delegate by power of attorney or
          otherwise to any person for any period, all or any of the rights,
          powers and discretions vested in it by any of the Finance Documents.

     (b)  The delegation may be made upon any terms and conditions (including
          the power to sub-delegate) and subject to any restrictions as the
          Security Agent may think fit in the interests of the Finance Parties
          and it shall not be bound to supervise, or be in any way responsible
          for any loss incurred by reason of any misconduct or default on the
          part of any delegate or sub-delegate.

28.10 LENDERS' INSTRUCTIONS

     (a)  Unless a contrary indication appears in a Finance Document, the
          Facility Agent and the Security Agent shall:

          (i)  exercise any right, power, authority or discretion vested in it
               as Facility Agent or Security Agent in accordance with any
               instructions given to it by the Majority Lenders (or, if so
               instructed by the Majority Lenders, refrain from exercising any
               right, power, authority or discretion vested in it as Facility
               Agent or Security Agent; and

          (ii) not be liable for any act (or omission) if it acts (or refrains
               from taking any action) in accordance with an instruction of the
               Lenders.

     (b)  Unless a contrary indication appears in a Finance Document, any
          instructions given by the Lenders shall be binding on all the Finance
          Parties.

     (c)  The Facility Agent and the Security Agent may refrain from acting in
          accordance with the instructions of the Lenders until it has received
          such security as it may require for any cost, loss or liability
          (together with any associated VAT) which it may incur in complying
          with the instructions.

     (d)  In the absence of instructions from the Majority Lenders (or if
          appropriate the Lenders) each of the Facility Agent and the Security
          Agent may act (or refrain from taking action) as it considers to be in
          the best interest of the Lenders.

     (e)  Neither the Facility Agent nor the Security Agent is authorised to act
          on behalf of a Finance Party (without first obtaining that Finance
          Party's consent) in any litigation or arbitration proceedings relating
          to any Finance Document.

28.11 RESPONSIBILITY FOR DOCUMENTATION

     Neither the Facility Agent, nor the Security Agent, nor the Arranger:

<PAGE>

                                                                             101


     (a)  is responsible for the adequacy, accuracy and/or completeness of any
          information (whether oral or written) supplied by the Facility Agent,
          the Arranger, the Borrower or any other person given in or in
          connection with any Finance Document; or

     (b)  is responsible for the legality, validity, effectiveness, adequacy or
          enforceability of any Finance Document or any other agreement,
          arrangement or document entered into, made or executed in anticipation
          of or in connection with any Finance Document.

28.12 EXCLUSION OF LIABILITY

     (a)  Without limiting paragraph (b) below, the Facility Agent and the
          Security Agent shall not be liable for any action taken by them under
          or in connection with any Finance Document, unless directly caused by
          its gross negligence, fraud or wilful misconduct.

     (b)  No Party (other than the Facility Agent or, as the case may be, the
          Security Agent) may take any proceedings against any officer, employee
          or agent of the Facility Agent and the Security Agent respectively in
          respect of any claim it might have against the Facility Agent or in
          respect of any act or omission of any kind by that officer, employee
          or agent in relation to any Finance Document and any officer, employee
          or agent of the Facility Agent and the Security Agent respectively may
          rely on this Clause.

     (c)  Neither the Facility Agent nor the Security Agent shall be liable for
          any delay (or any related consequences) in crediting an account with
          an amount required under the Finance Documents to be paid by the
          Facility Agent or the Security Agent respectively if the Facility
          Agent or the Security Agent respectively has taken all necessary steps
          as soon as reasonably practicable to comply with the regulations or
          operating procedures of any recognised clearing or settlement system
          used by the Facility Agent or the Security Agent respectively for that
          purpose.

     (d)  Nothing in this Agreement shall oblige the Facility Agent, the
          Security Agent or the Arranger to carry out any "know your customer"
          or other checks in relation to any person on behalf of any Lender and
          each Lender confirms to the Facility Agent, the Security Agent and the
          Arranger that it is solely responsible for any such checks it is
          required to carry out and that it may not rely on any statement in
          relation to such checks made by the Facility Agent, the Security Agent
          or the Arranger.

     (e)  The Security Agent will not be liable for any losses to any person or
          any liability arising as a result of taking or refraining from taking
          any action in relation to any of the Finance Documents or the
          Transaction Security or otherwise, whether in accordance with an
          instruction from the Facility Agent or otherwise;

<PAGE>

                                                                             102


     (f)  The Security Agent will not be liable for:

          (i)  the exercise of, or the failure to exercise, any judgment,
               discretion or power given to it by or in connection with any of
               the Finance Documents or any other agreement, arrangement or
               document entered into, made or executed in anticipation of, or in
               connection with the Finance Documents; or

          (ii) any shortfall which arises on the enforcement of Security.

28.13 LENDERS' INDEMNITY TO THE FACILITY AGENT AND THE SECURITY AGENT

     (a)  Each Lender shall (in proportion to its share of the Total Commitments
          or, if the Total Commitments are then zero, to its share of the Total
          Commitments immediately prior to their reduction to zero) indemnify
          the Facility Agent and the Security Agent, within three (3) Business
          Days of demand, against any cost, loss or liability incurred by the
          Facility Agent and/or the Security Agent (otherwise than by reason of
          the Facility Agent's or the Security Agent's gross negligence or
          wilful misconduct) in acting as Facility Agent under the Finance
          Documents (unless the Facility Agent and/or the Security Agent has
          been reimbursed by the Borrower pursuant to a Finance Document).

     (b)  The Borrower shall promptly on demand by the Facility Agent reimburse
          each Lender for any payment made by it under paragraph (a) above.

28.14 RESIGNATION OF THE FACILITY AGENT

     (a)  The Facility Agent may resign and appoint one of its Affiliates acting
          through an office in Germany as successor by giving notice to the
          other Finance Parties and the Borrower.

     (b)  Alternatively the Facility Agent may resign by giving notice to the
          other Finance Parties and the Borrower, in which case the Majority
          Lenders (after consultation with the Borrower) may appoint a successor
          Facility Agent.

     (c)  If the Majority Lenders have not appointed a successor Facility Agent
          in accordance with paragraph (b) above within ten (10) days after
          notice of resignation was given, the Facility Agent (after
          consultation with the Borrower) may appoint a successor Facility Agent
          (acting through an office in Germany).

     (d)  The retiring Facility Agent shall, at its own cost, make available to
          the successor Facility Agent such documents and records and provide
          such assistance as the successor Facility Agent may reasonably request
          for the purposes of performing its functions as Facility Agent under
          the Finance Documents.
<PAGE>

                                                                             103


     (e)  The Facility Agent's resignation notice shall only take effect upon
          the appointment of a successor.

     (f)  Upon the appointment of a successor:

          (i)  the retiring Facility Agent shall be discharged from any further
               obligation in respect of the Finance Documents but shall remain
               entitled to the benefit of this Clause 28; and

          (ii) the successor Facility Agent and each of the other Parties shall
               have the same rights and obligations amongst themselves as they
               would have had if such successor had been an original Party.

     (g)  After consultation with the Borrower, the Majority Lenders may, by
          notice to the Facility Agent, require it to resign in accordance with
          paragraph (b) above. In this event, the Facility Agent shall resign in
          accordance with paragraph (b) above.

28.15 RESIGNATION OF THE SECURITY AGENT

     (a)  The Security Agent may resign and appoint one of its Affiliates acting
          through an office in Germany as successor by giving notice to the
          other Finance Parties and the Borrower.

     (b)  Alternatively the Security Agent may resign by giving notice to the
          other Finance Parties and the Borrower, in which case the Majority
          Lenders (after consultation with the Borrower) may appoint a successor
          Security Agent.

     (c)  If the Majority Lenders have not appointed a successor Security Agent
          in accordance with paragraph (b) above within ten (10) days after
          notice of resignation was given, the Security Agent (after
          consultation with the Borrower) may appoint a successor Security Agent
          (acting through an office in Germany).

     (d)  The retiring Security Agent shall, at its own cost, make available to
          the successor Security Agent such documents and records and provide
          such assistance as the successor Security Agent may reasonably request
          for the purposes of performing its functions as Security Agent under
          the Finance Documents.

     (e)  The Security Agent's resignation notice shall only take effect upon
          the appointment of a successor.

     (f)  Upon the appointment of a successor:

          (i)  the retiring Security Agent shall be discharged from any further
               obligation in respect of the Finance Documents but shall remain
               entitled to the benefit of this Clause 28; and

<PAGE>

                                                                             104

          (ii) the successor Security Agent and each of the other Parties shall
               have the same rights and obligations amongst themselves as they
               would have had if such successor had been an original Party.

     (g)  After consultation with the Borrower, the Majority Lenders may, by
          notice to the Security Agent, require it to resign in accordance with
          paragraph (b) above. In this event, the Security Agent shall resign in
          accordance with paragraph (b) above.

28.16 CONFIDENTIALITY

     (a)  In acting as agent for the Finance Parties, the Facility Agent and the
          Security Agent shall be regarded as acting through its agency division
          which shall be treated as a separate entity from any other of its
          divisions or departments.

     (b)  If information is received by another division or department of the
          Facility Agent and the Security Agent respectively, it may be treated
          as confidential to that division or department and the Facility Agent
          and the Security Agent respectively shall not be deemed to have notice
          of it.

28.17 RELATIONSHIP WITH THE LENDERS

     (a)  The Facility Agent and the Security Agent may treat each Lender as a
          Lender, entitled to payments under this Agreement and acting through
          its Facility Office unless it has received not less than five (5)
          Business Days' prior notice from that Lender to the contrary in
          accordance with the terms of this Agreement.

     (b)  Each Lender shall supply the Facility Agent with any information that
          the Security Agent may reasonably specify (through the Facility Agent)
          as being necessary or desirable to enable the Security Agent to
          perform its functions as security agent. Each Lender shall deal with
          the Security Agent exclusively through the Facility Agent and shall
          not deal directly with the Security Agent.

28.18 CREDIT APPRAISAL BY THE LENDERS

     Without affecting the responsibility of the Borrower for information
     supplied by them or on its behalf in connection with any Finance Document,
     each Lender confirms to the Facility Agent, the Security Agent and the
     Arranger that it has been, and shall continue to be, solely responsible (at
     no cost to the Borrower) for making its own independent appraisal and
     investigation of all risks arising under or in connection with any Finance
     Document including but not limited to:

     (a)  the financial condition, status and nature of the Borrower;

<PAGE>

                                                                             105


     (b)  the legality, validity, effectiveness, adequacy or enforceability of
          any Finance Document and any other agreement, arrangement or document
          entered into, made or executed in anticipation of, under or in
          connection with any Finance Document;

     (c)  whether that Lender has recourse, and the nature and extent of that
          recourse, against any Party or any of its respective assets under or
          in connection with any Finance Document, the transactions contemplated
          by the Finance Documents or any other agreement, arrangement or
          document entered into, made or executed in anticipation of, under or
          in connection with any Finance Document;

     (d)  the adequacy, accuracy and/or completeness of any information provided
          by the Facility Agent, any Party or by any other person under or in
          connection with any Finance Document, the transactions contemplated by
          the Finance Documents or any other agreement, arrangement or document
          entered into, made or executed in anticipation of, under or in
          connection with any Finance Document; and

     (e)  the right or title of any person in or to, or the value or sufficiency
          of any part of the Security Documents, the priority of any of the
          Security Documents or the existence of any Security affecting the
          Security Documents.

28.19 DEDUCTION  FROM  AMOUNTS  PAYABLE BY THE  FACILITY  AGENT AND THE SECURITY
      AGENT

     If any Party owes an amount to the Facility Agent or the Security Agent
     under the Finance Documents the Facility Agent or the Security Agent may,
     after giving notice to that Party, deduct an amount not exceeding that
     amount from any payment to that Party which the Facility Agent or the
     Security Agent would otherwise be obliged to make under the Finance
     Documents and apply the amount deducted in or towards satisfaction of the
     amount owed. For the purposes of the Finance Documents that Party shall be
     regarded as having received any amount so deducted.

28.20 ADMINISTRATION OF GERMAN SECURITY

     (a)  The Security Agent will:

          (i)  hold and administer any German Security which is security
               assigned or otherwise transferred to it under a non accessory
               security right (nicht akzessorische Sicherheit) as trustee
               (Treuhander) for the benefit of the Finance Parties; and

          (ii) administer (verwalten) any German Security which is pledged
               (Verpfandung) or otherwise transferred to any or each Finance
               Party under an accessory security Right (akzessorische
               Sicherheit).

<PAGE>

                                                                             106


     (b)  Each Finance Party authorises the Security Agent (whether or not by or
          through employees or agents):

          (i)  to exercise such rights, remedies, powers and discretions as are
               specifically delegated to or conferred upon the Security Agent by
               the German Security Documents and this Agreement together which
               such powers and discretions as are reasonably incidental thereto;

          (ii) to take such action on its behalf as may, from time to time, be
               authorised under or in accordance with the German Security
               Documents and this Agreement; and

          (iii) to execute for and on its behalf any and all German Security
               Documents which create non-accessory (nicht akzessorisch)
               Security.

     (c)  The Security Agent may delegate its power by way of granting a
          sub-power of attorney.

     (d)  The Security Agent may take such action (including, without
          limitation, the exercise of all rights, discretions or powers and the
          granting of consents or releases or the engagement of a notary for
          execution of any documents required in notarial form) or, as the case
          may be, refrain from taking such action under or pursuant to the
          German Security Documents as the Facility Agent will specifically
          direct the Security Agent in writing from time to time.

     (e)  Unless the Security Agent has been so directed, the Security Agent
          will not take any action under the German Security Documents PROVIDED
          THAT it may (but is not obliged to) take such action as permitted
          under the German Security Documents as it reasonably considers
          necessary or appropriate to protect the interests of the Finance
          Parties under the German Security Documents.

     (f)  In Clause 28.20:

          "GERMAN SECURITY" means any Security assumed or accepted by or through
          the Security Agent or the Finance Parties, as the case may be,
          pursuant to any German Security Document and held or administered by
          the Security Agent on behalf of or in trust for the Finance Parties
          under this Agreement and includes any addition, replacement or
          substitutions thereof.

          "GERMAN SECURITY DOCUMENT" means each Security Document governed by
          German law.

<PAGE>

                                                                             107


29.  CONDUCT OF BUSINESS BY THE FINANCE PARTIES

     No provision of this Agreement shall:

     (a)  interfere with the right of any Finance Party to arrange its affairs
          (tax or otherwise) in whatever manner it thinks fit;

     (b)  oblige any Finance Party to investigate or claim any credit, relief,
          remission or repayment available to it or the extent, order and manner
          of any claim; or

     (c)  oblige any Finance Party to disclose any information relating to its
          affairs (tax or otherwise) or any computations in respect of Tax.

30.  SHARING AMONG THE FINANCE PARTIES

30.1 PAYMENTS TO FINANCE PARTIES

     If a Finance Party (a "RECOVERING FINANCE PARTY") receives or recovers any
     amount from the Borrower other than in accordance with Clause 31 (Payment
     mechanics) and applies that amount to a payment due under the Finance
     Documents then:

     (a)  the Recovering Finance Party shall, within three (3) Business Days,
          notify details of the receipt or recovery, to the Facility Agent;

     (b)  the Facility Agent shall determine whether the receipt or recovery is
          in excess of the amount the Recovering Finance Party would have been
          paid had the receipt or recovery been received or made by the Facility
          Agent and distributed in accordance with Clause 31 (Payment
          mechanics), without taking account of any Tax which would be imposed
          on the Facility Agent in relation to the receipt, recovery or
          distribution; and

     (c)  the Recovering Finance Party shall, within three (3) Business Days of
          demand by the Facility Agent, pay to the Facility Agent an amount (the
          "SHARING PAYMENT") equal to such receipt or recovery less any amount
          which the Facility Agent determines may be retained by the Recovering
          Finance Party as its share of any payment to be made, in accordance
          with Clause 31.5 (Partial payments).

30.2 REDISTRIBUTION OF PAYMENTS

     The Facility Agent shall treat the Sharing Payment as if it had been paid
     by the Borrower and distribute it between the Finance Parties (other than
     the Recovering Finance Party) in accordance with Clause 31.5 (Partial
     payments).

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                                                                             108


30.3 RECOVERING FINANCE PARTY'S RIGHTS

     (a)  On a distribution by the Facility Agent under Clause 30.2
          (Redistribution of payments), the Recovering Finance Party shall be
          subrogated to the rights of the Finance Parties which have shared in
          the redistribution.

     (b)  If and to the extent that the Recovering Finance Party is not able to
          rely on its rights under paragraph (a) above, the Borrower shall be
          liable to the Recovering Finance Party for a debt equal to the Sharing
          Payment which is immediately due and payable.

30.4 REVERSAL OF REDISTRIBUTION

     If any part of the Sharing Payment received or recovered by a Recovering
     Finance Party becomes repayable and is repaid by that Recovering Finance
     Party, then:

     (a)  each Finance Party which has received a share of the relevant Sharing
          Payment pursuant to Clause 30.2 (Redistribution of payments) shall,
          upon request of the Facility Agent, pay to the Facility Agent for
          account of that Recovering Finance Party an amount equal to the
          appropriate part of its share of the Sharing Payment (together with an
          amount as is necessary to reimburse that Recovering Finance Party for
          its proportion of any interest on the Sharing Payment which that
          Recovering Finance Party is required to pay); and

     (b)  that Recovering Finance Party's rights of subrogation in respect of
          any reimbursement shall be cancelled and the Borrower shall be liable
          to the reimbursing Finance Party for the amount so reimbursed.

30.5 EXCEPTIONS

     (a)  This Clause 30 shall not apply to the extent that the Recovering
          Finance Party would not, after making any payment pursuant to this
          Clause, have a valid and enforceable claim against the Borrower.

     (b)  A Recovering Finance Party is not obliged to share with any other
          Finance Party any amount which the Recovering Finance Party has
          received or recovered as a result of taking legal or arbitration
          proceedings, if:

          (i)  it notified that other Finance Party of the legal or arbitration
               proceedings; and

          (ii) the other Finance Party had an opportunity to participate in
               those legal or arbitration proceedings but did not do so as soon
               as reasonably practicable having received notice and did not take
               separate legal or arbitration proceedings.

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31.  PAYMENT MECHANICS

31.1 PAYMENTS TO THE FACILITY AGENT

     (a)  On each date on which the Borrower or a Lender is required to make a
          payment under a Finance Document, the Borrower or Lender shall make
          the same available to the Facility Agent (unless a contrary indication
          appears in a Finance Document) for value on the due date at the time
          and in such funds specified by the Facility Agent as being customary
          at the time for settlement of transactions in the relevant currency in
          the place of payment.

     (b)  Payment to the Facility Agent shall be made to the Agent's account
          designated SG OPER/CAF/DMT1 (account name) with the IBAN FR76 30003
          07003 00301999500 79; Swift Code SOGEFRPPHCM at Societe Generale Paris
          with attention to Franck Halope Baptiste Duseaux/Nicolas Delestre, and
          reference "WP Carey/Wagon" (or such other account, in a principal
          financial centre in a Participating Member State, as the Facility
          Agent may have specified for this purpose from time to time) so as to
          be received by 11.00 a.m. on the due date for each such payment.

31.2 DISTRIBUTIONS BY THE FACILITY AGENT OR THE SECURITY AGENT

     Each payment received by the Facility Agent or the Security Agent under the
     Finance Documents for another Party shall, subject to Clause 31.3
     (Distributions to the Borrower) and Clause 31.4 (Clawback), be made
     available by the Facility Agent or the Security Agent as soon as
     practicable after receipt to the Party entitled to receive payment in
     accordance with this Agreement (in the case of a Lender, for the account of
     its Facility Office), to such account as that Party may notify to the
     Facility Agent or the Security Agent by not less than five (5) Business
     Days' notice with a bank in a principal financial centre in a Participating
     Member State.

31.3 DISTRIBUTIONS TO THE BORROWER

     The Facility Agent may (with the consent of the Borrower or in accordance
     with Clause 32 (Set-off)) apply any amount received by it for the Borrower
     in or towards payment (on the date and in the currency and funds of
     receipt) of any amount currently due from the Borrower under the Finance
     Documents.

31.4 CLAWBACK

     (a)  Where a sum is to be paid to the Facility Agent or the Security Agent
          under the Finance Documents for another Party, neither the Facility
          Agent nor the Security Agent is obliged to pay that sum to that other
          Party (or to enter into or perform any related exchange contract)
          until it has been able to establish to its satisfaction that it has
          actually received that sum.

<PAGE>

                                                                             110

     (b)  If the Facility Agent or the Security Agent pays an amount to another
          Party and it proves to be the case that the Facility Agent or the
          Security Agent had not actually received that amount, then the Party
          to whom that amount (or the proceeds of any related exchange contract)
          was paid by the Facility Agent or the Security Agent shall on demand
          refund the same to the Facility Agent or the Security Agent together
          with interest on that amount from the date of payment to the date of
          receipt by the Facility Agent or the Security Agent, calculated by the
          Facility Agent to reflect its cost of funds.

31.5 PARTIAL PAYMENTS

     (a)  If the Facility Agent receives a payment that is insufficient to
          discharge all the amounts then due and payable by the Borrower under
          the Finance Documents (or the provisions of this Clause are otherwise
          expressed to apply to such payment), the Facility Agent shall apply
          that payment towards the obligations of the Borrower under the Finance
          Documents in the order as set out in Clause 21.4 (a) (i) to (vii).

     (b)  Paragraph (a) above shall override any appropriation made by the
          Borrower.

31.6 APPLICATION OF PROCEEDS OF SECURITY

     All moneys from time to time received or recovered by the Facility Agent or
     the Security Agent in connection with the realisation or enforcement of all
     or any part of the Transaction Security shall be held by the Security Agent
     on trust to apply them at such times as the Security Agent sees fit, to the
     extent permitted by applicable law, in the following order of priority:

     (a)  in discharging costs and expenses incurred by the Security Agent (in
          its capacity as security Agent), any Delegate; and

     (b)  in payment to the Facility Agent, on behalf of the Finance Parties,
          towards the discharge of all sums due and payable by the Borrower or
          any Shareholder under any of the Finance Documents in the order set
          out in Clause 21.4 (Proceeds Account).

31.7 NO SET-OFF BY THE BORROWER

     All payments to be made by the Borrower under the Finance Documents shall
     be calculated and be made without (and free and clear of any deduction for)
     set-off or counterclaim.

31.8 BUSINESS DAYS

     (a)  Save in relation to the Final Repayment Date any payment which is due
          to be made on a day that is not a Business Day shall be made on the
          next Business Day in the same Month (if there is one) or the preceding
          Business Day (if there is not).

<PAGE>

                                                                             111

     (b)  During any extension of the due date for payment of any principal or
          an Unpaid Sum under this Agreement interest is payable on the
          principal at the rate payable on the original due date.

31.9 CURRENCY OF ACCOUNT

     (a)  Subject to paragraphs (b) and (c) below, euro is the currency of
          account and payment for any sum due from the Borrower under any
          Finance Document.

     (b)  Each payment in respect of costs, expenses or Taxes shall be made in
          the currency in which the costs, expenses or Taxes are incurred.

     (c)  Any amount expressed to be payable in a currency other than euro shall
          be paid in that other currency.

31.10 CHANGE OF CURRENCY

     (a)  Unless otherwise prohibited by law, if more than one currency or
          currency unit are at the same time recognised by the central bank of
          any country as the lawful currency of that country, then:

          (i)  any reference in the Finance Documents to, and any obligations
               arising under the Finance Documents in, the currency of that
               country shall be translated into, or paid in, the currency or
               currency unit of that country designated by the Facility Agent
               (after consultation with the Borrower); and

          (ii) any translation from one currency or currency unit to another
               shall be at the official rate of exchange recognised by the
               central bank for the conversion of that currency or currency unit
               into the other, rounded up or down by the Facility Agent (acting
               reasonably).

     (b)  If a change in any currency of a country occurs, this Agreement shall,
          to the extent the Facility Agent (acting reasonably and after
          consultation with the Borrower) specifies to be necessary, be amended
          to comply with any generally accepted conventions and market practice
          in the European Interbank Market and otherwise to reflect the change
          in currency.

32.  SET-OFF

     A Finance Party may set off any matured obligation due from the Borrower
     under the Finance Documents (to the extent beneficially owned by that
     Finance Party) against any matured obligation owed by that Finance Party to
     the Borrower, regardless of the place of payment, booking branch or
     currency of either obligation. If the obligations are in different
     currencies, the Finance Party may convert either obligation at a market
     rate of exchange in its usual course of business for the purpose of the
     set-off.

<PAGE>

                                                                             112


33.  NOTICES

33.1 COMMUNICATIONS IN WRITING

     Any communication to be made under or in connection with the Finance
     Documents shall be made in writing and, unless otherwise stated, may be
     made by a reputable overnight courier, fax or letter.

33.2 ADDRESSES

     The address and fax number (and the department or officer, if any, for
     whose attention the communication is to be made) of each Party for any
     communication or document to be made or delivered under or in connection
     with the Finance Documents is:

     (a)  in the case where a person becomes a Party on the day on which this
          Agreement is entered into, that identified with its name in the
          Contact Detail Letter; and

     (b)  in the case where a person becomes a Party after the day on which this
          Agreement is entered into, that notified in writing to the Facility
          Agent on or prior to the date on which it becomes a Party,

     or any substitute address, fax number or department or officer as the Party
     may notify to the Facility Agent (or the Facility Agent may notify to the
     other Parties, if a change is made by the Facility Agent) by not less than
     five (5) Business Days' notice.

33.3 DELIVERY

     (a)  Any communication or document made or delivered by one person to
          another under or in connection with the Finance Documents shall only
          be effective:

          (i)  if by way of fax, when received in legible form; or

          (ii) if by way of overnight courier, when it has been left at the
               relevant address (Zugang), and, if a particular department or
               officer is specified as part of its address details provided
               under Clause 33.2 (Addresses), if addressed to that department or
               officer.

     (b)  All notices from or to the Borrower or any of them shall be sent
          through the Facility Agent.

33.4 NOTIFICATION OF ADDRESS AND FAX NUMBER

     Promptly upon receipt of notification of an address and fax number or
     change of address or fax number pursuant to Clause 33.2 (Addresses) or
     changing its own address or fax number, the Facility Agent shall notify the
     other Parties.

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                                                                             113


33.5 ENGLISH LANGUAGE

     (a)  Any notice given under or in connection with any Finance Document must
          be in English.

     (b)  All other documents provided under or in connection with any Finance
          Document must be:

          (i)  in English; or

          (ii) if not in English, and if so required by the Facility Agent,
               accompanied by a certified English translation and, in this case,
               the English translation shall prevail unless the document is a
               constitutional, statutory or other official document.

34.  CONFIDENTIALITY AND PUBLICITY

     The terms and provisions contained in the Finance Documents may not be
     disclosed by the Borrower, the Shareholders or any Junior Creditor to any
     third party without the prior written consent of the Arranger.

35.  CALCULATIONS AND CERTIFICATES

35.1 ACCOUNTS

     In any litigation or arbitration proceedings arising out of or in
     connection with a Finance Document, the entries made in the accounts
     maintained by a Finance Party are prima facie evidence of the matters to
     which they relate.

35.2 CERTIFICATES AND DETERMINATIONS

     Any certification or determination by a Finance Party of a rate or amount
     under any Finance Document is, in the absence of manifest error, conclusive
     evidence of the matters to which it relates.

35.3 DAY COUNT CONVENTION

     Any interest, commission or fee accruing under a Finance Document shall
     accrue from day to day and is calculated on the basis of the actual number
     of days elapsed and a year of 360 days or, in any case where the practice
     in the European Interbank Market differs, in accordance with that market
     practice.

36.  PARTIAL INVALIDITY

     If, at any time, any provision of this Agreement is or becomes illegal,
     invalid or unenforceable in any respect under any law of any jurisdiction,
     neither the legality, validity

<PAGE>

                                                                             114


     or enforceability of the remaining provisions nor the legality, validity or
     enforceability of such provision under the law of any other jurisdiction
     will in any way be affected or impaired. The illegal, invalid or
     unenforceable provision shall be deemed replaced by such provision
     reflecting the same commercial intent of the parties which provision shall
     be legal, valid and enforceable in the relevant jurisdiction. This also
     applies in the event of gaps in the documentation (Vertragslucken).

37.  REMEDIES AND WAIVERS

     No failure to exercise, nor any delay in exercising, on the part of any
     Finance Party, any right or remedy under the Finance Documents shall
     operate as a waiver nor shall any single or partial exercise of any right
     or remedy prevent any further or other exercise or the exercise of any
     other right or remedy. The rights and remedies provided in this Agreement
     are cumulative and not exclusive of any rights or remedies provided by law.

38.  AMENDMENTS AND WAIVERS

38.1 FORM OF AMENDMENTS

     Changes and amendments to this Agreement including this Clause 38.2
     (Required consents) shall be made in writing, unless notarial form by
     operation of law is required. The parties may waive this form requirement
     by written agreement only. No oral supplements to this Agreement have been
     made.

38.2 REQUIRED CONSENTS

     (a)  Subject to Clause 38.3 (Exceptions), any term of the Finance Documents
          may be amended or waived only with the consent of the Majority Lenders
          and the Borrower and any such amendment or waiver shall be binding on
          all Parties.

     (b)  The Facility Agent may effect, on behalf of any Finance Party, any
          amendment or waiver permitted by this Clause 38 (Amendments and
          waivers).

38.3 EXCEPTIONS

     (a)  An amendment or waiver that has the effect of changing or which
          relates to:

          (i)  the definition of "Majority Lenders" in Clause 1.1 (Definitions);

          (ii) an extension to the date of payment of any amount under the
               Finance Documents;

          (iii) a reduction in the Margin or a reduction in the amount or
               currency of any payment of principal, interest, fee or commission
               payable;

          (iv) an increase in or an extension of any Commitment;

<PAGE>

                                                                             115


          (v)  a change to the Borrower or any release from any Security
               constituted under the Finance Documents except as expressly
               contemplated by the Finance Documents;

          (vi) any provision which expressly requires the consent of all the
               Lenders;

          (vii) the nature or scope of the Security created under the Finance
               Documents or the manner in which the proceeds of enforcement of
               that Security are distributed;

          (viii) Clause 2.2 (Finance Parties' rights and obligations), Clause 26
               (Changes to the Finance Parties) or this Clause 38 (Amendments
               and waivers),

          shall not be made without the prior consent of all Lenders.

     (b)  An amendment or waiver which relates to the rights or obligations of
          the Facility Agent, the Security Agent or the Arranger may not be
          effected without the consent of the Facility Agent, the Security Agent
          or the Arranger.

     (c)  An amendment to any Fee Letter may be effected by the Parties to that
          Fee Letter.

     (d)  The Facility Agent may agree with the Borrower any amendment to or the
          modification of the provisions of any of the Finance Documents or any
          schedule thereto, which is necessary to correct a manifest error.

39.  COUNTERPARTS

     Each Finance Document may be executed in any number of counterparts, and
     this has the same effect as if signatures on the counterparts were on a
     single copy of the Finance Documents.

40.  GOVERNING LAW

     This Agreement is governed by German law.

41.  ENFORCEMENT

41.1 JURISDICTION OF GERMAN COURTS

     (a)  The district court (Landgericht) in Frankfurt am Main, Germany, shall
          have exclusive jurisdiction in respect of any dispute arising out of
          or in connection with this Agreement. Deviating mandatory statutes
          relating to jurisdiction shall remain unaffected hereby. The Security
          Agent shall, however, also be entitled to take legal action against
          the Borrower in any other court of competent jurisdiction.

<PAGE>

                                                                             116


     (b)  Further, the taking of proceedings against the Borrower in any one or
          more jurisdictions shall not preclude the taking of proceedings in any
          other jurisdiction (whether concurrently or not) if and to the extent
          permitted by applicable law.

     (c)  Without prejudice to any other mode of service allowed under any
          relevant law, the Borrower

          (i)  irrevocably appoints Reed Smith LLP, attn: Dr. Etienne
               Richthammer, attorney-at-law, Theatinerstrasse 8, 80333 Munich,
               Germany, as its agent for service of process in relation to any
               proceedings before the German courts in connection with the
               Finance Documents;

          (ii) agrees that a failure by a process agent to notify the Borrower
               of the process will not invalidate the proceedings concerned; and

          (iii) agrees that if the appointment of such process agent ceases to
               be effective in respect of the Borrower, the Borrower will
               immediately appoint a further person in Germany to accept service
               of process on its behalf in Germany and, failing such appointment
               within fifteen (15) days, the Security Agent shall be entitled to
               appoint such person by notice to the Borrower.

41.2 CONFIRMATION PURSUANT TO SECTION 8 MONEY LAUNDERING ACT

     The Borrower expressly confirms to the Finance Parties that all funds made
     available to it under this Agreement have been drawn for its own account
     and that it is the economic beneficiary within the meaning of Section 8
     Money Laundering Act (Geldwaschegesetz).

THIS AGREEMENT HAS BEEN ENTERED INTO ON THE DATE STATED AT THE BEGINNING OF THIS
AGREEMENT.

<PAGE>

                                                                             117


                                 EXECUTION PAGE
                               FACILITY AGREEMENT

BORROWER

WGN (GER) LLC

Acting through Conduit B.V.


By:
    ------------------------------------   -------------------------------------
Name:                                      Name:
Title:                                     Title:


ORIGINAL LENDER

SOCIETE GENERALE


By:
    ------------------------------------   -------------------------------------
Name:                                      Name:
Title:                                     Title:


FACILITY AGENT

SOCIETE GENERALE


By:
    ------------------------------------   -------------------------------------
Name:                                      Name:
Title:                                     Title:


ARRANGER

SOCIETE GENERALE


By:
    ------------------------------------   -------------------------------------
Name:                                      Name:
Title:                                     Title:

<PAGE>

                                                                             118


SECURITY AGENT

SOCIETE GENERALE (ACTING THROUGH ITS
FRANKFURT BRANCH)


By:
    ------------------------------------   -------------------------------------
Name:                                      Name:
Title:                                     Title: